As Filed with the Securities and Exchange Commission on September 28, 1999
Registration No. 333-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
New Orchard Road
Armonk, New York 10504
(Address of Principal Executive Offices)
----------------------
BusLogic 1990 Equity Incentive Plan
Mylex Corporation 1983 Incentive Stock Option Plan
Mylex Corporation 1993 Stock Option Plan
Mylex Corporation 1998 Stock Option and Incentive Plan
----------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
International Business Machines Corporation
Armonk, New York 10504
(914) 499-1900
(Name, address and telephone number, including area code, of agent for
service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum
securities to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $.20 per share 423,044 [1] $11.812 [2] $4,996,996 [2] $1,389.16
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
[1] Based on 4,487,999 shares subject to outstanding options under the
BusLogic 1990 Equity Incentive Plan, the Mylex Corporation 1983 Incentive
Stock Option Plan, the Mylex Corporation 1993 Stock Option Plan and the Mylex
Corporation 1998 Stock Option and Incentive Plan.
[2] Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933 on the
basis of the highest and lowest prices of the registrant's Common Stock
reported on the New York Stock Exchange Composite Tape on September 21, 1999.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference herein and shall be deemed a part
hereof:
(a) The Annual Report of International Business Machines Corporation
("IBM") on Form 10-K for the fiscal year ended December 31, 1998, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) All other reports filed by IBM pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998.
(c) The description of IBM's common stock, contained in IBM's
registration statements filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating any such
description.
All documents filed by IBM pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the IBM common stock, par value $.20 per share, offered
hereby has been passed upon by Andrew Bonzani, Assistant Secretary and Senior
Counsel of IBM. As of September 27, 1999, Mr. Bonzani beneficially owns shares
of IBM common stock, par value $.20 per share, and options to purchase shares
of IBM common stock, par value $.20 per share.
Item 6. Indemnification of Directors and Officers.
The By-Laws of IBM (Article VI, Section 6) provide the following:
"The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any person made, or
threatened to be made, a party to an action or proceeding whether civil
or criminal (including an action or proceeding by or in the right of the
Corporation or any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan
or other enterprise, for which any director or officer of the Corporation
served in any capacity at the request of the Corporation), by reason of
the fact that such person or such person's testator or intestate was a
director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any
<PAGE>
capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein.
Such indemnification shall be a contract right and shall include the
right to be paid advances of any expenses incurred by such person in
connection with such action, suit or proceeding, consistent with the
provisions of applicable law in effect at any time. Indemnification shall
be deemed to be 'permitted' within the meaning of the first sentence
hereof if it is not expressly prohibited by applicable law as in effect
at the time."
The Certificate of Incorporation of IBM (Article Eleven) provides the
following:
"Pursuant to Section 402(b) of the Business Corporation Law of the
State of New York, the liability of the Corporation's directors to the
Corporation or its stockholders for damages for breach of duty as a
director shall be eliminated to the fullest extent permitted by the
Business Corporation Law of the State of New York, as it exists on the
date hereof or as it may hereafter be amended. No amendment to or repeal
of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal."
With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor, if such director or officer acted in good faith and in
a manner he reasonably believed to be in or, in certain cases not opposed to
such corporation's interest and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.
In addition, IBM maintains directors' and officers' liability insurance
policies.
Item 8. Exhibits.
Exhibit Number Description
5 The opinion, dated September 27, 1999, of Andrew Bonzani, Esq., Assistant
Secretary and Senior Counsel of IBM
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5) 24 Powers of Attorney Item 9.
Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration
2
<PAGE>
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of North Castle, State of New York, on the 27th day of
September 1999.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By
/s/ Andrew Bonzani
--------------------------------
(Andrew Bonzani, Esq., Assistant Secretary and
Senior Counsel)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 27th day of September, 1999.
Signature Title
* Chairman of the Board of Directors and Chief
- -------------------------- Executive Officer (Principal Executive Officer)
Louis V. Gerstner, Jr.
* Senior Vice President and Chief Financial
- -------------------------- Officer (Principal Financial Officer)
Douglas L. Maine
* Vice President and Controller
- --------------------------
Mark Loughridge
* Director
- --------------------------
Cathleen Black
* Director
- --------------------------
Kenneth I. Chenault
* Director
- --------------------------
Nannerl O. Keohane
* Director
- --------------------------
Charles F. Knight
* Director
- --------------------------
Minoru Makihara
* Director
- --------------------------
Lucio A. Noto
* Director
- --------------------------
John B. Slaughter
4
<PAGE>
* Director
- --------------------------
Alex Trotman
* Director
- --------------------------
Lodewijk C. van Wachem
* Director
- --------------------------
Charles M. Vest
*The undersigned, by signing his name hereto, does hereby execute
this Registration Statement pursuant to powers of attorney filed as exhibits
to this Registration Statement.
by: /s/ Andrew Bonzani
---------------------------
Andrew Bonzani, Esq.
Attorney-in-Fact
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
5 Opinion of Andrew Bonzani, Esq., Assistant Secretary and Senior
Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<PAGE>
September 27, 1999
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
I am Assistant Secretary and Senior Counsel of International Business Machines
Corporation (herein called the "Corporation") and an attorney duly admitted to
practice in the State of New York. I am familiar with the Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933 (the "Securities Act") regarding the shares of common stock, par value
$.20 per share, of the Corporation (the "Shares") to be issued pursuant to the
BusLogic 1990 Equity Incentive Plan, the Mylex Corporation 1983 Incentive
Stock Option Plan, the Mylex Corporation 1993 Stock Option Plan and the Mylex
Corporation 1998 Stock Option and Incentive Plan (collectively, the "Plans").
I have reviewed such documents and records as I have deemed necessary or
appropriate to enable me to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, I am of the opinion that, when issued or sold in
accordance with the terms of the Plans, the Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement as
counsel who has passed upon the legality of the Shares, and to the use of this
opinion as part of the Registration Statement as required by Section 7 of the
Securities Act.
Very truly yours,
/s/ Andrew Bonzani
-----------------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999, which appears on
page 53 of the 1998 Annual Report to Stockholders of International Business
Machines Corporation, which is incorporated by reference in International
Business Machines Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule which appears on page 11 of such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- -----------------------------------
PricewaterhouseCoopers LLP
New York, New York
September 27, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman
of the Board and Chief Executive Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or
other appropriate Form, for shares of capital stock of the Corporation or
other interests issuable upon the exercise or surrender of options assumed or
exchanged by the Corporation that were issued by Mylex Corporation, hereby
constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine, Mark
Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew Bonzani, and
each of them, my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements (which Registration
Statements may constitute post-effective amendments to registration statements
previously filed with the SEC) and any and all amendments to the
aforementioned Registration Statements and to file said Registration
Statements and amendments thereto so signed with all exhibits thereto, and
with any and all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Louis V. Gerstner, Jr.
----------------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF DOUGLAS L. MAINE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior
Vice President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or
other appropriate Form, for shares of capital stock of the Corporation or
other interests issuable upon the exercise or surrender of options assumed or
exchanged by the Corporation that were issued by Mylex Corporation, hereby
constitute and appoint Lawrence R. Ricciardi, Mark Loughridge, Daniel E.
O'Donnell, Walter S. Berman and Andrew Bonzani, and each of them, my true and
lawful attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said Registration Statements and amendments thereto so signed with
all exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Douglas L. Maine
----------------------------
Douglas L. Maine
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF MARK LOUGHRIDGE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice
President and Controller of International Business Machines Corporation, a New
York corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC") under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate
Form, for shares of capital stock of the Corporation or other interests
issuable upon the exercise or surrender of options assumed or exchanged by the
Corporation that were issued by Mylex Corporation, hereby constitute and
appoint Lawrence R. Ricciardi, Douglas L. Maine, Daniel E. O'Donnell, Walter
S. Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Mark Loughridge
---------------------------------
Mark Loughridge
Vice President and Controller
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Cathleen Black
---------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Kenneth I. Chenault
----------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Nannerl O. Keohane
-----------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Charles F. Knight
-----------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Minoru Makihara
---------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Lucio A. Noto
--------------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ John B. Slaughter
------------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Alex Trotman
----------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Lodewijk C. van Wachem
--------------------------------
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable upon the exercise
or surrender of options assumed or exchanged by the Corporation that were
issued by Mylex Corporation, hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF I, the undersigned, have executed this Power of
Attorney as of this 29th day of June, 1999.
/s/ Charles M. Vest
----------------------------
Director
