As filed with the Securities and Exchange Commission on January 30, 1998
Registration Statement No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELXSI Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
77-0151523
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(I.R.S. Employer Identification No.)
3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805
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(Address of Principal Executive Offices)
ELXSI Corporation 1997 Incentive Stock Option Plan
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(Full Title of the Plan)
Alexander M. Milley
President and Chief Executive Officer
3600 Rio Vista Avenue, Suite A
Orlando, Florida 32805
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(Name and Address of Agent For Service)
(407) 849-1090
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to: Claude A. Baum, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 130,000 $10.78125 $1,401,562.50 $413.46
par value $.001
(and associated
Rights)(2)
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) This estimate is made solely for the purpose of determining the amount
of the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933 and is based upon the average of the high and low prices of
the Registrant's Common Stock as reported in the NASDAQ National Market
System on January 29, 1998.
(2) Includes associated rights (the "Rights") to purchase the Registrant's
Common Stock. Until the occurrence of certain prescribed events, none
of which has occurred, the Rights are not exercisable, are evidenced by
the certificates representing such Common Stock and will be transferred
along with and only with such Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I, Item 2 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of ELXSI Corporation (the "Registrant") and the
1997 Incentive Stock Option Plan are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the Registrant's fiscal
year ended December 31, 1996, including the portions of the
Registrant's Proxy Statement dated April 14, 1997 incorporated by
reference into Part III of such Form 10-K;
(b)(i) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997;
(b)(ii) The Registrant's Current Report on Form 8-K dated June 24, 1997 (and
filed with the Securities and Exchange Commission June 26, 1997);
(b)(iii) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997;
(b)(iv) The Registrant's Current Report on Form 8-K dated July 9, 1997 (and
filed with the Securities and Exchange Commission July 9, 1997);
(b)(v) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997; and
(c) The description of the Registrant's rights ("Rights") to purchase
Common Stock in the Registrant's Registration Statement of Form 8-A,
dated June 10, 1997 (and filed with the Securities and Exchange
Commission June 10, 1997), together with
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all amendments or reports, if any, filed for the purpose of updating
such description, to the extent of such updating.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 herein or 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
(The inclusion in this Registration of the response below to this Item 4 is not
because the Common Stock and Rights are not registered under Section 12 of the
Securities Exchange Act of 1934, as amended.)
Capital Stock
Common and Preferred Stock
The authorized capital stock of the Registrant consists of 160,000,000
shares of Common Stock, par value $.001 per share ("Common Stock"), and
5,000,000 of shares of preferred stock, par value $.001 per share ("Preferred
Stock").
The Registrant's Certificate of Incorporation authorizes the
Registrant's Board of Directors to provide for the issuance, from time to time,
of Preferred Stock, in one or more series, to fix the number of shares to be
included in each such series and to determine or alter the designations, powers,
preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. Because the Board of Directors has the
foregoing powers with respect to Preferred Stock, it may afford the holders of
any Preferred Stock preferences, powers and rights (including voting rights and
rights to dividends and distributions upon liquidation) senior to the rights of
the holders of Common Stock, which could adversely affect the rights (including
voting rights and rights to dividends and distributions upon liquidation) of
holders of Common Stock and other Preferred Stock.
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Out of the authorized Preferred Stock, the Registrant has designated
604,656 shares as Series A Non-Voting Convertible Preferred Stock, par value
$.001 per share (the "Series A Preferred"). These Series A Preferred shares: (i)
were originally designated for issuance upon exercise of the Registrant's Series
B Warrants issued in January 1990, and (ii) if ever issued, would have been
convertible under certain specified conditions into 241,862 shares of Common
Stock. In December 1996, these Series B Warrants were repurchased by the
Registrant and the 604,656 shares of Series A Preferred were formally declared
by the Board of Directors of the Registrant to have the status of authorized and
unissued shares no longer reserved for issuance (as Preferred Stock) for any
particular purpose, but available for issuance when, if and to the extent
determined by the Board of Directors of the Registrant (or an authorized
committee thereof).
Subject to the rights of holders of Preferred Stock, holders of Common
Stock are entitled to receive dividends when, as and if declared by the Board of
Directors, to share ratably in the assets of the Registrant legally available
for distribution to holders of Common Stock in the event of liquidation and to
one vote per share on all matters to be voted upon by the stockholders. Holders
of Common Stock do not have cumulative voting rights in the election of
directors and have no preemptive, subscription, redemption or conversion rights.
Each share of Common Stock presently outstanding has, and each share of
Common Stock issued in the future will have, an attached Common Stock purchase
right, which are described in more detail in the "Rights" section hereinbelow.
The transfer agent and registrar for the Registrant's Common Stock is
Continental Stock Transfer & Trust Company (the "Transfer Agent").
Bylaw Transfer Restrictions
At the May 1997 Annual Meeting of Stockholders of the Registrant,
stockholders approved certain amendments to the Registrant's Bylaws (the
"Subject Bylaw Amendments") that impose certain restrictions (the "Transfer
Restrictions") on the transferability of shares of Common Stock, as well as
certain other stock and warrants, options and other rights to purchase stock of
the Registrant (hereinafter, "other equity securities"). The Transfer
Restrictions were proposed by management in order to address the possibility
that certain transfers of Common Stock and other equity securities could result
in the imposition of limitations on the ability of the Registrant and its ELXSI
subsidiary to utilize the net operating loss ("NOL") and other credit or loss
carryforwards available to them, for federal income tax purposes.
The Transfer Restrictions do not apply to issuances of shares of
capital stock by the Registrant. As a result, the Transfer Restrictions do not
prevent the acquisition of shares upon exercise of presently outstanding
employee stock options or warrants of the Registrant. Such acquisitions were
excluded from the operation of the Transfer Restrictions because it was
determined that it is highly unlikely that the issuance of shares of Common
Stock of the Registrant under such circumstances would adversely affect its
NOL's or other tax attributes. In addition, since the Registrant's Board of
Directors will be able to consider the effect on the Registrant's NOL's and
other tax attributes of future issuances of shares of capital stock (and
options, warrants and other rights to purchase
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or subscribe for shares of capital stock) of the Registrant at the time of
issuance (whether as a result of transactions with third parties, such as an
acquisition for stock (and/or rights to purchase or subscribe for stock), or the
issuance of stock (and/or rights to purchase or subscribe for stock) in a
private placement or public offering, or as compensation to employees, officers
or directors or otherwise) in advance of agreeing to issue such shares (and/or
rights to purchase or subscribe for stock), future issuances of stock (and/or
rights to purchase stock or subscribe for stock) by the Registrant also have
been excluded from the Transfer Restrictions. Consequently, persons or entities
who are able to acquire Common Stock or other equity securities directly from
the Registrant, including employees, officers and directors of the Registrant
and their affiliates, may do so without application of the Transfer
Restrictions, irrespective of the number of shares (or other units) being
acquired.
The Subject Bylaw Amendments added a new Article XV to the Registrant's
Bylaws and established the Transfer Restrictions. Such Bylaws are filed herewith
as Exhibit 4.3, and is hereby incorporated herein by reference. The following
description of the Subject Bylaw Amendments and Transfer Restrictions is
qualified in its entirety by reference to such Exhibit 4.3.
The Transfer Restrictions generally restrict until December 31, 2005
(or earlier, in certain events) any attempted transfer of Common Stock or any
other securities of the Registrant that would be treated as "stock" of the
Registrant under the applicable tax regulations (hereinafter, "Company Stock")
to a person or group of persons who own, or who would own as a result of such
transfer, 5% or more of the Company Stock. The Transfer Restrictions also
restrict any other attempted transfer of Company Stock that would result in the
identification of a new "5-percent shareholder" of the Registrant (as determined
under applicable tax regulations); this would include, among other things, an
attempted acquisition of Company Stock from an existing 5-percent shareholder.
For these purposes, numerous rules of attribution, aggregation and calculation
prescribed under the Internal Revenue Code (and related regulations) will be
applied in determining whether the 5% threshold has been met and whether a group
exists. The restriction may also apply to proscribe the creation or transfer of
certain "options" (which are broadly defined) in respect of Company Stock to the
extent, generally, that exercise of the option would result in a proscribed
level of Company Stock ownership.
Generally speaking, the Transfer Restrictions apply only with respect
to the number of shares of Company Stock (or options with respect to Company
Stock) purportedly transferred in excess of the threshold established in the
Transfer Restrictions. In any event, these restrictions do not prevent a valid
transfer if either the transferor or the purported transferee obtains the
approval of the Board of Directors of the Registrant (or a committee thereof
authorized by such Board). In deciding whether to approve any proposed transfer,
the Board of Directors (or such committee) may require an opinion of counsel
that it selects, in form and substance reasonably satisfactory to it, that the
transfer will not result in the application of any Internal Revenue Code Section
382 or Section 383 limitations on the use of the tax benefits.
The Transfer Restrictions generally will remain in effect until
December 31, 2005, unless Article XV (comprising the Subject Bylaw Amendments)
is earlier repealed or its effectiveness is otherwise discontinued by a
resolution adopted by the Board of Directors
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<PAGE>
of the Registrant (or an authorized committee thereof). The restriction period
is based on Section 172 of the Internal Revenue Code, which permits an NOL
carryforward to be carried forward for a maximum of 15 taxable years following
the taxable year in which the loss arose and, accordingly, is designed to afford
full carryforward periods for NOL's arising through 1990.
The Transfer Restrictions imposed by the Subject Bylaw Amendments
restrict any person or entity (or group thereof) who was not, prior to their
adoption, an owner of 5% or more of the Company Stock from acquiring sufficient
Company Stock to result in such person or entity (or group thereof) to become
the owner of 5% or more of Company Stock, and would prohibit the persons and
entities who were at such time owners of 5% or more of the Company Stock and
5-percent shareholders (as determined under applicable tax regulations) from
increasing their ownership of Company Stock without obtaining the approval of
the Registrant's Board of Directors (or an authorized committee thereof).
The Subject Bylaw Amendments provide for all certificates representing
Company Stock to bear the following legend:
"THE TRANSFER OF THE SECURITIES REPRESENTED
HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO
ARTICLE XV OF THE BYLAWS OF ELXSI CORPORATION,
WHICH ARTICLE XV IS REPRINTED IN ITS ENTIRETY ON
THIS CERTIFICATE."
In addition, as stated in such legend, such certificates will include a full
reprint of the Subject Bylaw Amendments.
The Registrant has been advised by its counsel that, absent a court
determination: (i) there can be no assurance that the Transfer Restrictions will
be enforceable against all of the stockholders of the Registrant, and (ii) the
Transfer Restrictions may not be enforceable against holders of Common Stock
which voted against, or abstained from voting on, the Subject Bylaw Amendments.
However, the Registrant believes that the Transfer Restrictions are in the best
interests of the Registrant and its stockholders and are reasonable; the
Registrant therefore intends to act vigorously to enforce the Transfer
Restrictions against all holders of Common Stock and other equity securities
regardless of how (or whether) they were voted on the Transfer Restrictions. The
Registrant believes that each stockholder who voted in favor of the Subject
Bylaw Amendments Restrictions or who surrendered or surrenders his or her share
certificates in exchange for a new certificate bearing the above legend will in
effect have consented to the Transfer Restrictions and therefore will be bound
thereby. In such circumstances, the Registrant intends to assert that any such
stockholder would be estopped from challenging the Transfer Restrictions.
Upon the issuance of any new certificates for Company Stock, whether in
connection with a transfer or otherwise, the Registrant intends to place the
above legend thereon. The Transfer Restrictions provide that the Registrant will
not permit any employee or agent of the Registrant (which includes the Transfer
Agent) to record any transfer of Company Stock purportedly transferred in excess
of the threshold established
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in the Transfer Restrictions. The foregoing may result in the delay or refusal
of certain requested transfers of Company Stock.
The Subject Bylaw Amendments provide that any transfer attempted in
violation of the Transfer Restrictions will be void ab initio, even if such
transfer has been recorded by the Transfer Agent and new certificates issued.
The purported transferee of such Company Stock would not be entitled to any
rights of stockholders, including the right to vote such Company Stock, or to
receive dividends or distributions in liquidation in respect thereof, if any.
If the Board of Directors of the Registrant determines that a purported
transfer has violated the Transfer Restrictions, the Registrant will require the
purported transferee to surrender the relevant Company Stock and any dividends
that such purported transferee may have received thereon to an agent to be
designated by the Board of Directors of the Registrant (or an authorized
committee thereof) (the "Agent"). The Agent will thereupon sell the Company
Stock in one or more arm's-length transactions (executed in The NASDAQ Stock
Market, if possible) to a buyer or buyers, which may include the Registrant;
however, nothing shall require the Agent to sell the Company Stock within any
specific time frame if, in the Agent's discretion, such sale would disrupt the
market for Company Stock or have an adverse effect on the value of Company
Stock. If the purported transferee has resold the Company Stock before receiving
the Registrant's demand to surrender such Company Stock, the purported
transferee generally will be required to transfer to the Agent the proceeds of
the sale and any distributions such purported transferee has received on the
Company Stock. After repaying its own expenses and reimbursing the purported
transferee for the price paid for the Company Stock (or, if the purported
transfer to the purported transferee was by gift, inheritance or similar
transfer, the fair market value of the Company Stock), the Agent will pay any
remaining amounts to one or more charities to be selected by the Board of
Directors of the Registrant (or an authorized committee thereof).
The Transfer Restrictions may have certain "anti-takeover" effects,
inasmuch as they may operate to discourage or prohibit: (i) persons, entities or
"groups" from accumulating in the aggregate 5% or more of the Company Stock;
(ii) persons, entities or "groups" already owning 5% or more of the Company
Stock from acquiring additional Company Stock; and (iii) consequently, persons,
entities or "groups" from accumulating blocks of shares in excess of the number
beneficially owned by Alexander M. Milley, the Registrant's Chairman, President
and Chief Executive Officer. The Transfer Restrictions may thus lessen the
likelihood that a takeover attempt will be made with respect to the Registrant.
The Board of Directors (and any authorized committee thereof) of the
Registrant has the discretion to approve a transfer of Company Stock that would
otherwise violate the Transfer Restrictions. If the Board of Directors decides
to permit a transfer that would otherwise violate the Transfer Restrictions,
that transfer or later transfers may result in an "ownership change" that would
limit the use of the NOL's and other tax attributes of the Registrant and its
subsidiaries.
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<PAGE>
Rights
The Board of Directors of the Registrant declared a dividend, payable
to holders of record of the Common Stock at the opening of business on June 16,
1997 (the "Record Date"), of one Right for each outstanding share of Common
Stock. Each Right entitles the registered holder to purchase from the Registrant
one share of Common Stock (or in certain circumstances, cash, property, or other
securities of the Registrant), at a purchase price of $25.00, subject to
adjustment (the "Purchase Price").
The actual terms of the Rights are established under and set forth in a
Rights Agreement, dated as of June 4, 1997 (the "Rights Agreement"), between the
Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent"). A conformed copy of the Rights Agreement (including a form of
the certificate to represent the Rights) is filed herewith as Exhibit 4.4, and
is hereby incorporated herein by reference. The following description of the
Rights is qualified by reference to such Exhibit 4.4.
Initially, the Rights will be evidenced by the certificates
representing shares of Common Stock then outstanding, and no separate Rights
certificates will be distributed. The Rights will separate from the Common
Stock, and become exercisable, at such time (if any) that is the earlier to
occur of (as the case may be, the "Distribution Date"): (i) ten business days
following the first date of public announcement (the "Stock Acquisition Date")
that a person or group, together with such person's or group's Affiliates and
Associates (as defined under specified rules of the Securities and Exchange
Commission), has become the beneficial owner of 15% (35% in the case of the
Milley Group Members (as hereinafter defined)) or more of the Common Stock (such
a person or group, an "Acquiring Person"), and (ii) ten business days (or such
later date as is determined by the Board of Directors, or if there previously
has been an Adverse Change of Control, by a majority of the Continuing Directors
(as such terms are hereinafter defined)) after the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 15% (35% in the case of the Milley Group Members) or more of the Common
Stock. The "Milley Group Members" are (a) Alexander M. Milley (the Chairman of
the Board, President and Chief Executive Officer of the Registrant, (b) his wife
and children, (c) any guardian, representative, executor, estate, administrator
or agent of Mr. Milley, his wife or children (but only with respect to any
shares of Common Stock beneficially owned by any such guardian, representative,
executor, estate, administrator or agent in its capacity as such), and (d)
provided that Mr. Milley has voting power with respect to any shares of Common
Stock held by any of the following: (x) any trust for the benefit of Mr. Milley,
his wife or children, and (y) any corporation, partnership, limited liability
company or other entity which Mr. Milley, his wife or any of his children may
control. For purposes of the foregoing, "beneficial ownership" is determined as
provided under the Rights Agreement.
Until the Distribution Date: (i) the Rights will be evidenced only by
the Common Stock certificates and will be transferred with such Common Stock
certificates, (ii) new Common Stock certificates issued on or after the Record
Date will contain a legend indicating that such certificates also represent
Rights and incorporating by reference the terms of the Rights Agreement, and
(iii) the surrender for transfer of any certificates for
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Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.
The Rights will not be exercisable until the Distribution Date (if any)
and will expire at the close of business on June 15, 2007, unless earlier
redeemed or exchanged by the Registrant as described below.
As soon as practicable after any Distribution Date, separate
certificates representing Rights, in the form of Exhibit A to the Rights
Agreement ("Rights Certificates"), will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date, and
thereafter, the separate Rights Certificates alone will represent the Rights.
Except as otherwise provided by the Rights Agreement or determined by the Board
of Directors of the Registrant, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a person or group becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
shares of Common Stock (or in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price.
Notwithstanding the foregoing, following the occurrence of such an event or any
other Triggering Event (as defined below), all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or any of its Affiliates or Associates will be
null and void.
After any Stock Acquisition Date, in the event that: (i) the Registrant
consolidates or merges with any other person, and the Registrant is not the
surviving corporation, (ii) any person engages in a share exchange,
consolidation or merger with the Registrant where the outstanding shares of
Common Stock of the Registrant are changed into or exchanged for stock, other
securities of the other person, or cash or any other property, and the
Registrant is the surviving corporation, or (iii) 50% or more of the
Registrant's assets or earning power is sold or otherwise transferred, the
Rights Agreements requires that proper provisions be made so that each holder of
a Right shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the Purchase Price.
The events set forth in this paragraph and the immediately preceding paragraph
are referred to as the "Triggering Events."
The Purchase Price payable, and the number of shares of Common Stock or
other securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in the
event of certain changes in the shares of the Registrant. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in the
Purchase Price.
In general, the Registrant may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (subject to adjustment), at any time before
the earlier of the close of business on: (i) the tenth business day following
any Stock Acquisition Date or (ii) the expiration date of the Rights. However,
if the authorization to redeem the Rights occurs on or after the date that there
shall have been a change in a majority of the Board of Directors of the
Registrant as a result of a proxy or consent solicitation and a person or
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group that was a participant in such solicitation has stated (or if upon the
commencement of such solicitation, a majority of the Board of Directors of the
Registrant has determined in good faith) that such person or group (or any of
its Affiliates or Associates) has taken or intends to take or may consider
taking actions that would result in such person or group becoming an Acquiring
Person or cause the occurrence of a Triggering Event (the existence of these
circumstances being referred to as an "Adverse Change of Control"), then the
redemption of the Rights will require the approval of a majority of the
Continuing Directors. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.001 redemption price.
"Continuing Director" means: (i) any member of the Board of Directors
of the Registrant who, while a member of such Board, is not an Acquiring Person,
or an Affiliate or Associate of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, and was a member of such
Board prior to the Record Date, or (ii) any person who subsequently becomes a
member of such Board who, while a member of such Board, is not an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a representative
of an Acquiring Person or of any such Affiliate or Associate, if such person's
nomination for election or election to the Board of Directors of the Registrant
is recommended or approved by a majority of the Continuing Directors.
At any time after a person or group becomes an Acquiring Person (but
before such Acquiring Person owns 50% or more of the Common Stock), the Board of
Directors of the Registrant may exchange the then outstanding and exercisable
Rights (other than those owned by an Acquiring Person, or any of its Affiliates
or Associates, that have become null and void as referenced hereinabove), for
shares of Common Stock, each Right being exchangeable for one share of Common
Stock, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended or
supplemented by the Board of Directors of the Registrant (without the approval
of holders of Rights) prior to the earliest to occur of (i) a Distribution Date,
(ii) a Triggering Event or (iii) an Adverse Change of Control. After the first
to occur of such events, the provisions of the Rights Agreement may be amended
or supplement with the approval of a majority of the Continuing Directors (and
without the approval of holders of Rights): (x) in any manner that will not
adversely affect the interests of the holders of Rights (other than an Acquiring
Person or its Affiliates or Associates), or (y) in order to cure any ambiguity
or to correct or supplement any provision that a majority of the Continuing
Directors may deem to be defective or inconsistent with other provisions of the
Rights Agreement, or (z) to shorten or lengthen any time period under the Rights
Agreement; however, the Rights Agreement cannot be so supplemented or amended to
(A) change the redemption price, accelerate the expiration date of the Rights,
change the Purchase Price, or change the number of shares of Common Stock for
which a Right is exercisable, or (B) lengthen (1) the time period when the
Rights may be redeemed at a time when the Rights are not then redeemable, or (2)
any other time period unless such lengthening is for the purpose of
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protecting, enhancing or clarifying the rights of, and/or, the benefits to, the
holders of Rights (other than an Acquiring Person or its Affiliates or
Associates).
The Rights may have certain "anti-takeover" effects, inasmuch as they
may operate to cause substantial dilution to a person or group (and the
Affiliates and Associates thereof) that attempts to acquire the Registrant
without conditioning the offer on a substantial number of Rights being acquired.
The Rights may thus lessen the likelihood that a takeover attempt will be made
with respect to the Registrant. However, in the opinion of the Registrant's
management, the Rights will help ensure that the Registrant's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Registrant. The execution of the Rights Agreement and distribution of the Rights
by the Registrant were not in response to any specific takeover threat or
proposal, but were precautions taken in order to help protect these interests of
the Registrant's stockholders.
Item 5. Interest of Named Experts and Counsel.
Legal Opinion
The legality of the shares of Common Stock and Rights offered hereby
has been passed upon for the Registrant by Dechert Price & Rhoads, 30
Rockefeller Plaza, New York, New York 10112.
Experts
The consolidated financial statements incorporated in this Registration
Statement by reference to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
As provided in Article XI of the Registrant's Bylaws, the Registrant:
(i) shall, to the fullest extent permitted by the Delaware General Corporation
Law, indemnify all its officers and directors, and (ii) shall have the power, to
the fullest extent permitted by the Delaware General Corporation Law, to
indemnify its employees and other agents. The Registrant has obtained a
directors and officers liability insurance policy which insures such persons
against loss arising from certain claims made by reason of their being directors
or officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Registrant, as
amended. (Incorporated herein by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989 (file No. 0-11877))
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of the Company dated May 27, 1992. (Incorporated herein by
reference to Exhibit 3.2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (file No.
0-11877))
4.3 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.3 to the Company's Form 8-K Current Report dated June
24, 1997 filed on June 26, 1997 (File No. 0-11877))
4.4 Rights Agreement, dated as of June 4, 1997, between the
Registrant and Continental Stock Transfer & Trust Company, as
Rights Agent (incorporated herein by reference to Exhibit 4.17 to
the Company's Form 8-A Registration Statement dated and filed
June 10, 1997 (file no. 0-11877)).
4.5 ELXSI Corporation 1997 Incentive Stock Option Plan
5.1 Opinion of Dechert Price & Rhoads
23.1 Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP, independent accountants
24.1 Power of Attorney (included on page II-15)
Item 9. Undertakings.
Undertakings required by Item 512(a) of Regulation S-K
- ------------------------------------------------------
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-11
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement
(Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.); and
(iii) 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;
provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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 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.
Undertakings required by Item 512(b) of Regulation S-K
- ------------------------------------------------------
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 Securities
Exchange Act of 1934 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.
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------
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
II-12
<PAGE>
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by 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 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.
II-13
<PAGE>
SIGNATURE
Registrant. 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 Orlando, Florida on December 9, 1997.
ELXSI CORPORATION
By:/s/ Alexander M. Milley
-------------------------------------
Alexander M. Milley
President and Chief
Executive Officer
II-14
<PAGE>
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints
Alexander M. Milley, Thomas R. Druggish and David M. Doolittle, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alexander M. Milley Chairman, President and December 9, 1997
- ------------------------------------
Alexander M. Milley Chief Executive Officer
(Principal Executive
Officer)
/s/ Thomas R. Druggish Vice President, Treasurer December 9, 1997
- ------------------------------------
Thomas R. Druggish and Secretary (Principal
Financial and Accounting
Officer)
/s/ Robert C. Shaw Director December 9, 1997
- ------------------------------------
Robert C. Shaw
/s/ Farrokh K. Kavarana Director December 9, 1997
- ------------------------------------
Farrokh K. Kavarana
/s/ Kevin P. Lynch Director December 9, 1997
- ------------------------------------
Kevin P. Lynch
/s/ Denis M. O'Donnell Director December 9, 1997
- ------------------------------------
Denis M. O'Donnell
</TABLE>
II-15
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Restated Certificate of Incorporation of the
Registrant, as amended. (Incorporated herein by
reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1989 (file No. 0-11877))
4.2 Certificate of Amendment of Restated
Certificate of Incorporation of the Company
dated May 27, 1992. (Incorporated herein by
reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (file No. 0-11877))
4.3 Bylaws of the Registrant (incorporated herein
by reference to Exhibit 3.3 to the Company's
Form 8-K Current Report dated June 24, 1997
filed on June 26, 1997 (File No. 0-11877))
4.4 Rights Agreement, dated as of June 4, 1997,
between the Registrant and Continental Stock
Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit
4.17 to the Company's Form 8-A Registration
Statement dated and filed June 10, 1997 (file
no. 0-11877)).
4.5 ELXSI Corporation 1997 Incentive Stock Option
Plan
5.1 Opinion of Dechert Price & Rhoads
23.1 Consent of Dechert Price & Rhoads (included in
Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on page II-15)
Exhibit 4.5
ELXSI CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to advance the interests of
ELXSI Corporation by providing an opportunity to selected directors, officers
and key employees of the Company and its Subsidiaries to purchase shares of
Common Stock through the exercise of options granted pursuant to this Plan,
which may be either Incentive Options or Nonqualified Options. By encouraging
such stock ownership, the Company seeks to establish as close an identity as
feasible between the interests of the Company and its Subsidiaries and those of
such directors, officers and key employees and also seeks to attract, retain,
motivate and reward persons of superior ability, training and experience.
2. Definitions
(1) Board means the Board of Directors of the Company.
(2) Code means the Internal Revenue Code of 1986 and regulations
thereunder, as amended from time to time.
(3) Committee means the committee appointed by the Board
responsible for administering the Plan or, in the absence of the such an
appointment, the Compensation Committee of the Board.
(4) Common Stock means the common stock of the Company, par value
$.001 per share.
(5) Company means ELXSI Corporation, a Delaware corporation.
(6) Director means each individual who is serving as a member of
the Board as of the time of reference.
(7) Eligible Person means an individual who is serving in any one
or more of the following capacities: Director, director of a Subsidiary, officer
of the Company, officer of any Subsidiary, or Key Employee.
(8) Employee means an employee of the Company or any Subsidiary
within the meaning of Code Section 3401(c).
(9) Incentive Option means a stock option granted to an Employee
and intended to qualify as an "incentive stock option" within the meaning of
Code Section 422 and designated as such.
(10) Key Employee means an executive, managerial or administrative
Employee.
<PAGE>
(11) Nonqualified Option means a stock option not intended to be an
Incentive Option and designated as nonqualified, the federal income tax
treatment of which is determined generally under Code Section 83.
(12) Option means either an Incentive Option or a Nonqualified
Option granted pursuant to this Plan.
(13) Plan means this ELXSI Corporation 1997 Incentive Stock Option
Plan as set forth herein, and as amended from time to time.
(14) Securities Act means the Securities Act of 1933, as amended,
and rules and regulations promulgated pursuant thereto, as amended from time to
time.
(15) Subsidiary means a "subsidiary" of the Company within the
meaning of Code Section 424(f), which generally is defined as any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the relevant time, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.
3. Effective Date. This Plan was approved and adopted by the Board on
March 14, 1997. The effective date of this Plan shall be May 22, 1997, the date
of the annual meeting of stockholders of the Company, so long as this Plan is
approved by the stockholders of the Company on said date.
4. Stock Subject to Plan. The maximum aggregate number of shares of
Common Stock that may be made subject to Options granted hereunder is 130,000
shares, which number shall be adjusted in accordance with Section 9 in the event
of any change in the Company's capital structure. Shares of Common Stock issued
pursuant to this Plan may consist, in whole or in part, of either authorized and
unissued shares or issued shares held in the Company's treasury. Any shares
subject to an Option that for any reason expires or is terminated unexercised as
to such shares may again be the subject of an Option under this Plan.
5. Administration. The Plan shall be administered by a Committee
appointed by the Board consisting of not fewer than two individuals who are
Directors. The Board shall have the discretion to remove and appoint members of
the Committee from time to time. The Committee shall have full power and
discretion, subject to the express provisions of this Plan, (i) to determine the
Eligible Persons to whom Options are to be granted, the time or times at which
Options are to be granted, the number of shares of Common Stock to be made
subject to each Option, whether each Option is to be an Incentive Option or a
Nonqualified Option, the exercise price per share under each Option, and the
maximum term of each Option; (ii) to interpret and construe the Plan and to
prescribe, amend and rescind rules and regulations for its administration; (iii)
to determine the terms and provisions of each option agreement evidencing an
Option; and (iv) to make all other determinations the Committee deems necessary
or advisable for administering this Plan. All decisions of the Committee shall
be made by a majority of its members, which shall constitute a quorum, and shall
be reflected in minutes of its meetings.
2
<PAGE>
6. Eligibility. Options may be granted to such Eligible Persons as the
Committee selects.
7. Terms and Conditions of Options. Options granted pursuant to this
Plan shall be evidenced by stock option agreements in such form and containing
such terms and conditions as the Committee shall determine. If an Eligible
Person to whom an Option is granted does not execute an option agreement
evidencing that Option in the form prescribed by the Committee within the later
of (i) thirty days from the date of grant of the Option or (ii) ten days after
the Eligible Person's receipt of an option agreement from the Company, the
Option shall be void and of no further force or effect. Each option agreement
evidencing an Option shall contain among its terms and conditions the following:
(1) Price. Subject to the conditions on Incentive Options contained
in Section 8(2), if applicable, the purchase price per share of Common Stock
payable upon the exercise of each Option granted hereunder shall be as
determined by the Committee in its discretion but shall not be less than the
fair market value (or, in the case of Nonqualified Options, 75% of the fair
market value) of the Common Stock on the day the Option is granted or, if
greater, the book value of the Common Stock on that date. The fair market value
of Common Stock shall be as determined by the Committee in its discretion in
accordance with any applicable laws or rules.
(2) Number of Shares and Kind of Option. Each option agreement
shall specify the number of shares to which it pertains and shall specify
whether the Option is a Nonqualified Option or an Incentive Option.
(3) Terms of Exercise. Subject to the conditions on Incentive
Options contained in Section 8(2), if applicable, and to Section 10, each Option
shall be exercisable for the full amount or for any part thereof and at such
intervals or in such installments as the Committee may determine at the time it
grants such Option; provided, however, that (i) no Option shall be exercised as
to fewer than 25 shares of Common Stock or, if less, the total number of shares
of Common Stock remaining unexercised under the Option, and (ii) no Option shall
be exercisable with respect to any shares earlier than six months from the date
the Option is granted or later than ten years after the date the Option is
granted, except to the extent permitted in the event of the death of the holder
of a Nonqualified Option under Section 7(7).
(4) Notice of Exercise and Payment. An Option shall be exercisable
only by delivery of a written notice to the Company's Treasurer, or any other
officer of the Company that the Committee designates to receive such notices,
specifying the number of shares of Common Stock for which the Option is being
exercised. If the shares of Common Stock acquired upon exercise of an Option are
not at the time of exercise effectively registered under the Securities Act, the
optionee shall provide to the Company or Committee, as a condition to the
optionee's exercise of the Option, a letter, in form and substance satisfactory
to the Company, to the effect that the shares are being purchased for the
optionee's own account for investment and not with a view to distribution or
resale, and to such other effects as the Company deems necessary or appropriate
to comply with federal and applicable state securities laws. Payment shall be
made in full at the time the Option is exercised. Payment shall be made by:
3
<PAGE>
(i) cash;
(ii) delivery and assignment to the Company of shares of
Common Stock owned by the optionee;
(iii) delivery and assignment to the Company of other
securities of the Company owned by the optionee;
(iv) delivery of a written exercise notice, including
irrevocable instructions to the Company to deliver the stock certificates
issuable upon exercise of the Option directly to a broker named in the notice
that has agreed to participate in a "cashless" exercise on behalf of the
optionee.
(v) a combination of (i), (ii) and (iii).
Upon the optionee's satisfaction of all conditions required for the exercise of
the Option and payment in full of the purchase price for the shares being
acquired as aforesaid, the Company shall, within a reasonable period of time
following such exercise, deliver a certificate representing the shares of Common
Stock so acquired; provided, that the Company may postpone issuance and delivery
of shares upon any exercise of an Option to the extent necessary or advisable to
comply with applicable exchange listing requirements, National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") requirements, or
federal or state securities laws.
(5) Withholding Taxes. The Company's obligation to deliver shares
of Common Stock upon exercise of an Option, in whole or in part, shall be
subject to the optionee's satisfaction of all applicable federal, state and
local tax withholding obligations, if any.
(6) Nontransferability of Option. No Option shall be transferable
by the optionee otherwise than by will or the laws of descent and distribution
and shall be exercisable during the optionee's lifetime only by the optionee (or
the optionee's guardian or legal representative).
(7) Legends. Any restriction on transfer of shares of Common Stock
provided in this Plan or in the option agreement evidencing any Option shall be
noted or referred to conspicuously on each certificate evidencing such shares.
8. Restrictions on Incentive Options. Incentive Options (but not
Nonqualified Options) granted under this Plan shall be subject to the following
restrictions:
(1) Limitation on Number of Shares. The aggregate fair market
value, determined as of the date an Incentive Option is granted, of the shares
with respect to which Incentive Options are exercisable for the first time by an
Employee during any calendar year shall not exceed $100,000. If an Incentive
Option is granted pursuant to which the aggregate fair market value of shares
with respect to which it first becomes exercisable in any calendar year by an
Employee exceeds the aforementioned $100,000 limitation, the portion of such
Option which is in excess of the $100,000 limitation shall be treated as a
Nonqualified Option pursuant to Code Section 422(d)(1). In the event that
4
<PAGE>
an Employee is eligible to participate in any other stock option plan of the
Company or a Subsidiary which is also intended to comply with the provisions of
Code Section 422, the $100,000 limitation shall apply to the aggregate number of
shares for which Incentive Options may be granted under all such plans.
(2) 10% Stockholder. If any Employee to whom an Incentive Option is
granted pursuant to the provisions of this Plan is on the date of grant the
owner of stock (as determined under Code Section 424(d)) possessing more than
10% of the total combined voting power of all classes of stock of the Company or
a Subsidiary, then the following special provisions shall be applicable to the
Incentive Option granted to such individual:
(i) The Option price per share subject to such Incentive
Option shall not be less than 110% of the fair market value of one share on the
date of grant; and
(ii) The Incentive Option shall not have a term in excess of
five (5) years from its date of grant.
9. Adjustment for Changes in Capitalization. Appropriate and equitable
adjustment shall be made in the maximum number of shares of Common Stock subject
to this Plan under Section 4 and, subject to Section 10, in the number, kind and
option price of shares of Common Stock subject to then outstanding Options to
give effect to any changes in the outstanding Common Stock by reason of any
stock dividend, stock split, stock combination, merger, consolidation,
reorganization, recapitalization or any other change in the capital structure of
the Company affecting the Common Stock after the effective date of this Plan.
10. Change in Control, Merger, Etc.
(1) Change in Control. Upon the occurrence of any of the events
listed below, all outstanding Incentive Options and Nonqualified Options held by
all optionees pursuant to this Plan which are not otherwise exercisable in whole
or in part shall become immediately exercisable in full, unless and to the
extent otherwise determined by the Committee. The events are as follows:
(i) The sale by the Company of all or substantially all of
its assets;
(ii) Any of the following events if, immediately following
such event, a majority of the Directors consists of persons who were not
Directors immediately prior to the date of such event:
(a) the sale of 50% or more of the outstanding shares of
Common Stock of the Company in a single transaction;
(b) the consummation of a tender offer (by a party other
than the Company) for more than 50% of the outstanding shares of Common Stock of
the Company; or
5
<PAGE>
(c) subject to Section 10(2) below, the consummation of
a merger or consolidation involving the Company; or
(iii) An election of new Directors if immediately following
such election a majority of the Directors consists of persons who were not
nominated by management to stand for election as Directors in such election.
(2) Where Company Does Not Survive. In the event of a merger or
consolidation to which the Company is a party but is not the surviving company,
the Committee in its discretion may vote to negate and give no effect to the
acceleration of Options pursuant to Section 10(1)(ii)(c), but only if and to the
extent that an executed agreement of merger or consolidation provides that the
optionee holding such an Option shall receive the same merger consideration as
the optionee would have received as a stockholder of the Company had the
exercisability of the Option been accelerated in accordance with Section
10(1)(ii)(c) and had the optionee, immediately prior to the merger or
consolidation, exercised the Option for the full number of shares subject
thereto, paid the exercise price in full, and satisfied all other conditions for
the exercise of the Option.
(3) Liquidation or Dissolution. The provisions of Section 9 and
Subsections 10(1) and (2) shall not cause any Option to terminate other than in
accordance with other applicable provisions of this Plan. However, in the event
of the liquidation or dissolution of the Company, each outstanding Option shall
terminate, except to the extent otherwise specifically provided in the option
agreement evidencing the Option.
11. Rights of Optionee. No Eligible Person shall have a right to be
granted an Option or, having received an Option, a right again to be granted an
Option. An optionee shall have no rights as a stockholder with respect to any
shares of Common Stock covered by his or her Option until the date the Option
has been exercised and the full purchase price for such shares has been received
by the Company. Nothing in this Plan or in any Option granted pursuant to the
Plan shall confer on any individual any right to continue in the employ of or to
continue as an officer or director of, this Company or any Subsidiary or to
interfere in any way with the right of the Company or any Subsidiary to
terminate or modify the terms or conditions of the Option holder's employment or
other relationship with the Company or any Subsidiary.
12. Amendment and Termination of the Plan. Unless sooner terminated by
the Board, this Plan shall terminate, so that no Options may be granted pursuant
to it thereafter, on March 19, 2007. The Board may at any time amend, suspend or
terminate this Plan in its discretion without further action on the part of the
stockholders of the Company, except that:
(1) no such amendment, suspension or termination of the Plan shall
adversely affect or impair any then outstanding Option without the consent of
the optionee holding the Option; and
(2) any such amendment, suspension or termination that requires
approval by the stockholders of the Company to comply with applicable provisions
of the
6
<PAGE>
Code, applicable federal or state securities laws or NASDAQ or exchange listing
requirements shall be subject to approval by the stockholders of the Company
within the applicable time period prescribed thereunder, and shall be null and
void if such approval is not obtained.
7
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 20, 1997 appearing on page F-1
of ELXSI Corporation's Annual Report on Form 10-K, for the year ended December
31, 1996. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
PRICE WATERHOUSE LLP
Orlando, Florida
January 30, 1998
