<PAGE>
As Filed with the Securities and Exchange Commission
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
of incorporation or organization) Identification No.)
New Orchard Road
Armonk, New York 10504
---------------------------------------------------------
(Address of Principal Executive Offices)
IBM 1999 Long-Term Performance Plan
---------------------------------------------------------
(Full Title of the Plan)
<PAGE>
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
International Business Machines Corporation
One New Orchard Road
Armonk, New York 10504
----------------------------------------------------------
(Name and Address of Agent For Service)
(914) 499-1900
--------------
Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
Each Class Amount Proposed Maximum Proposed Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
IBM Common Stock
$0.20 par value 84,671,300 shares [1] $117.00* $9,906,542,100* $2,615,327.11
- ----------------------------------------------------------------------------------------------------------
</TABLE>
- - Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis of the
highest and lowest prices of IBM Common Stock reported on the New York Stock
Exchange Composite Tape on February 11, 2000.
[1] Amount registered reflects the 2-for-1 stock split dated May 10, 1999.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
for the IBM 1999 Long-Term Performance Plan also relates to an aggregate of
34,000,000 split-adjusted shares of IBM Common Stock, which were originally
registered with the Commission on Form S-3, Registration No. 33-54375. A filing
fee of $175,512 was originally paid in connection with the registration of such
shares. Additional details relating to the carryforward by the Company of these
shares are set forth in the Company's Form 8-K dated August 5, 1999 on file with
the Commission.
<PAGE>
Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of IBM Common Stock may be issued or issuable as a result of a
stock split or other distribution declared at any time by the Board of Directors
while this registration statement is in effect, this registration statement is
hereby deemed to cover all of such additional common stock.
-------------------------------------------------------
<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
<PAGE>
IBM. As of February 15, 2000, 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 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
<PAGE>
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
- ------ ------------
4 IBM 1999 Long-Term Performance Plan, incorporated by reference to
Appendix B of the Company's 1999 Proxy Statement, dated March 23,
1999, on file with the Commission.
5 The opinion, dated February 15, 2000, 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;
<PAGE>
(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 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.
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
<PAGE>
be signed on its behalf by the undersigned, thereunto duly authorized, in the
town of North Castle, State of New York, on the 15th day of February 2000.
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 15th day of February, 2000.
<PAGE>
Signature Title
- --------- -----
*
- ---------------------- Chairman of the Board of
Louis V. Gerstner, Jr. Directors and Chief Executive
Officer (Principal Executive
Officer)
*
- ---------------------- Senior Vice President and
John R. Joyce Chief Financial Officer
(Principal Financial Officer)
*
- ---------------------- Vice President and Controller
Mark Loughridge
*
- ---------------------- Director
Cathleen Black
*
- ---------------------- Director
Kenneth I. Chenault
*
- ---------------------- Director
Juergen Dormann
*
--------------------- Director
Nannerl O. Keohane
*
- ---------------------- Director
Charles F. Knight
*
- ---------------------- Director
Minoru Makihara
*
- ---------------------- Director
Lucio A. Noto
*
- ---------------------- Director
John B. Slaughter
<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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
4 IBM 1999 Long-Term Performance Plan (incorporated by reference
to Appendix B of the Company's 1999 Proxy Statement dated
March 23, 1999, on file with the Commission)
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>
EXHIBIT 5
February 15, 2000
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 IBM 1999
Long-Term Performance Plan.
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 Plan, the Shares will be validly issued, fully
paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement as the
legal counsel who has passed upon the legality of the Shares, as well as to the
use of this legal opinion as part of the Registration Statement, as required by
Section 7 of the Securities Act, as amended.
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 relating to the
consolidated financial statements, 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 dated
January 21, 1999 relating to the Financial Statement Schedule which appears
in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
New York, New York
February 15, 2000
<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"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, or other appropriate Form, for up to 59,335,650 shares of capital
stock of the Corporation or other interests issuable under the IBM 1999
Long-Term Performance Plan, as such number may be adjusted to reflect the
proposed stock split, hereby constitute and appoint Douglas L. Maine, Lawrence
R. Ricciardi, Jeffrey D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Louis V. Gerstner, Jr.
--------------------------
Louis V. Gerstner, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE>
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"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more Registration
Statements on Form S-8, or other appropriate Form, for up to 59,335,650
shares of capital stock of the Corporation or other interests issuable under
the IBM 1999 Long-Term Performance Plan, as such number may be adjusted to
reflect the proposed stock split, hereby constitute and appoint Louis V.
Gerstner, Jr., Lawrence R. Ricciardi, Mark Loughridge, Daniel E. O'Donnell,
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 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 14th day of February 2000.
/s/ John R. Joyce
------------------------------
John R. Joyce
Senior Vice President and
Chief Financial Officer
<PAGE>
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"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements
on Form S-8, or other appropriate Form, for up to 59,335,650 shares of
capital stock of the Corporation or other interests issuable under the IBM
1999 Long-Term Performance Plan, as such number may be adjusted to reflect
the proposed stock split, hereby constitute and appoint Louis V. Gerstner,
Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey D. Serkes, Daniel E.
O'Donnell, 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 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 23rd day of February 1999.
/s/ Mark Loughridge
----------------------------
Mark Loughridge
Vice President and Controller
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Cathleen Black
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Kenneth I. Chenault
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Juergen Dormann
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Nannerl O. Keohane
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Charles F. Knight
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Minoru Makihara
---------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Lucio A. Noto
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ John B. Slaughter
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Alex Trotman
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Lodewijk C. van Wachem
-----------------------------
Director
<PAGE>
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"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 59,335,650 shares of capital stock of the Corporation or other
interests issuable under the IBM 1999 Long-Term Performance Plan, as such number
may be adjusted to reflect the proposed stock split, hereby constitute and
appoint Louis V. Gerstner, Jr., Douglas L. Maine, Lawrence R. Ricciardi, Jeffrey
D. Serkes, Mark Loughridge, Daniel E. O'Donnell, 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 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 23rd day of February 1999.
/s/ Charles M. Vest
-----------------------------
Director
