This document is a copy of the Form S-3 filed on paper on April 15, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
STRATUS COMPUTER, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS No. 04-2697554
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
55 Fairbanks Boulevard, Marlborough, Massachusetts 01752, 508-460-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------
ROBERT E. DONAHUE, VICE PRESIDENT, FINANCE
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, Massachusetts 01752
(508) 460-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
___________
Copies to:
CAMERON READ, ESQ.
Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 248-5000
Approximate date of commencement of proposed sale to the public:
From time to time or at one time after effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [x]
<TABLE>
C A L C U L A T I O N O F R E G I S T R A T I O N F E E
_________________________________________________________________________________________________________________________
<CAPTION>
Proposed Maximum
Amount to be Proposed Maximum Aggregate
Title of each Class of Registered Offering Offering Amount of
Securities to be Registered (shares) Price(1) Price(1) Registration Fee
_________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 410,607 $25.56 $10,496,141 $3,619.36
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices of Stratus Computer, Inc. Common Stock, par value $.01 per
share, as reported on the New York Stock Exchange on April 12, 1994.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 effective on such date as the
Commission, acting pursuant to said Section 8 may determine.
PROSPECTUS
410,607 SHARES
STRATUS COMPUTER, INC.
COMMON SHARES
________________
The 410,607 shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Stratus Computer, Inc. (the "Company") covered by this
Prospectus (the "Shares") are being offered by certain holders of the
Company's Common Stock (the "Selling Shareholders").
The Selling Shareholders may sell the Shares from time to time in one
or more transactions. The Shares may be sold on the New York Stock
Exchange, the Boston Stock Exchange, the Midwest Stock Exchange, through
registered brokers or dealers, or otherwise, at market prices then
prevailing, or in negotiated transactions. The Shares may also be offered
in one or more underwritten offerings, on a firm commitment or best efforts
basis. The underwriters in an underwritten offering, if any, and the terms
and conditions of any such offering will be described in a supplement to
this Prospectus. For information regarding the Selling Shareholders and
the plan of distribution of the Shares offered hereby, see "Selling
Shareholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. See "Use of Proceeds".
The Common Stock of the Company is listed on the New York Stock
Exchange, the Boston Stock Exchange and the Midwest Stock Exchange under
the symbol "SRA." On May __, 1994, the last reported sale price of Common
Stock on the New York Stock Exchange was $XX per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May __, 1994.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, with all
amendments and exhibits thereto, referred to as the "Registration Statement"
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain items
of which are omitted in accordance with the rules and regulations of the
Commission. The omitted information may be inspected and copies at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. For further information
with respect to the Company and the Shares offered hereby, referenced is
made to the Registration Statement and the documents incorporated by
reference therein. See "Incorporation of Documents by Reference" herein.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information
filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549, and at the Commission's New York Regional
Office at 7 World Trade Center, 13th Floor, New York, New York 10007, and
the Chicago Regional Office at 500 West Madison Street, Room 3190, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company's Common Stock is listed on the New
York Stock Exchange at 20 Broad Street, New York, New York 10005, where
reports, proxy materials and other information concerning the Company can
also be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended January 2, 1994.
2. The description of the Company's Common Stock, which is incorporated by
reference to the Company's reports on Form 8-A filed with the SEC on
April 27, 1984 and December 6, 1990 (SEC File No. 0-12064), including all
amendments and reports amending such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in
this Prospectus, any Prospectus supplement or in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any Prospectus
supplement or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or therein 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
hereof.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
the written or oral request of such person, a copy of any or all of the
documents which are incorporated by reference in this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Robert E. Donahue, Vice President, Finance and Chief Financial Officer,
Stratus Computer, Inc., 55 Fairbanks Boulevard, Marlborough, Massachusetts
01752. Telephone (508) 460-2000.
Certain information contained in this Prospectus summarizes, is based
upon, or refers to, information and financial statements, contained in one
or more documents incorporated or deemed to be incorporated by reference in
this Prospectus; accordingly, such information contained herein is qualified
in its entirety by reference to such documents and should be read in
conjunction therewith.
THE COMPANY
The principal executive offices of the Company are located at 55
Fairbanks Boulevard, Marlborough, Massachusetts 01759 (Telephone:
(508) 460-2000).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
Set forth below, with respect to each Selling Shareholder, is the number
of shares of Common Stock owned on April 15, 1994, the number of shares
offered pursuant to this Prospectus and the number of shares to be owned
after completion of the offering (assuming the sale of all Shares offered
hereunder).
<TABLE>
<CAPTION>
Total No. of Shares No. of Shares Owned
Owned on No. of Shares to be After Completion of the
Name April 15, 1994 Offered or Sold Offering
____ ________________ ___________________ _____________________
<S> <C> <C> <C>
Kenneth P. Birman 258,327 258,327 0
Robert C. B. Cooper 85,840 85,840 0
Richard Moran 25,065 25,065 0
Keith Marzullo 33,856 33,856 0
Bradford B. Glade 7,519 7,519 0
</TABLE>
The shares were acquired by the Selling Shareholders on December 17,
1993 in connection with the acquisition by the Company of ISIS Distributed
Systems, Inc. ("ISIS"). Messrs. Birman, Moran and Cooper are all employees of
ISIS, a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time to purchasers
directly by a Selling Shareholder. Alternatively, a Selling Shareholder may
from time to time offer any or all of the Shares on the New York Stock
Exchange, the Boston Stock Exchange, the Midwest Stock Exchange, through
registered brokers or dealers pursuant to unsolicited orders or offers to
buy, in independent negotiated transactions, or otherwise. The Shares may
also be offered in one or more underwritten offerings, on a firm commitment
or best efforts basis.
The Shares may be sold from time to time in one or more transactions at
a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices. Such prices will be determined
by a Selling Shareholder or by agreement between a Selling Shareholder and his
underwriters, dealers, brokers or agents.
Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a Selling
Shareholder and/or purchasers of Shares, for whom they may act. In
addition, a Selling Shareholder and any such underwriters, dealers, brokers
or agents that participate in the distribution of Shares may be deemed to be
underwriters under the Securities Act, and any profits on the sale of Shares
by them and any discounts, commissions or concessions received by any of
such persons may be deemed to be underwriting discounts and commissions
under the Securities Act. Those who act as underwriter, broker, dealer or
agent in connection with the sale of the Shares will be selected by a
Selling Shareholder and may have other business relationships with the
Company and its subsidiaries or affiliates in the ordinary course of business.
The Company has agreed to indemnify the Selling Shareholders against
certain liabilities, including liabilities under the Securities Act.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon for
the Company by Choate, Hall & Stewart, Boston, Massachusetts. Richard N.
Hoehn, a partner at Choate, Hall & Stewart, is the assistant clerk of the
Company.
_______________________________
No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representations not contained
in this Prospectus, and, if
given or made, such
information or representations
must not be relied upon as
having been authorized by the
Company or any of the
Underwriters. This Prospectus
does not constitute an offer
of any securities other than
those to which it relates or
an offer to sell, or a
solicitation of an offer to
buy, to any person in any
jurisdiction where such an
offer or solicitation would be
unlawful. Neither the
delivery of this Prospectus
nor any sale hereunder shall,
under any circumstances,
create any implication that
the information contained
herein is correct as of any
time subsequent to the date
hereof.
_____________
410,607 Shares
STRATUS COMPUTER, INC.
COMMON SHARES
_____________
PROSPECTUS
MAY __, 1994
_______________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
registrant in connection with the distribution of the securities being
registered hereunder. All of the amounts shown are estimates, except the
Securities and Exchange Commission registration fee.
Securities and Exchange Commission
Registration Fee . . . . . . . . . . $ 3,619.36
Legal Fees and Expenses . . . . . . 12,500.00
Accountants' Fees and Expenses . . . 3,000.00
Total . . . . . . . . . . . . $19,119.36
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts General Laws provides
that a corporation may indemnify its directors and officers to the extent
specified in or authorized by (i) the articles of organization, (ii) a
bylaw adopted by the stockholders, or (iii) a vote adopted by the holders
of a majority of the shares of stock entitled to vote on the election of
directors. Such Section further provides, however, that no indemnification
may be provided with respect to any matter as to which the officer or
director is adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation or, to
the extent such matter relates to service with respect to an employee
benefit plan, in the best interest of the participants or beneficiaries of
such employee benefit plan.
Article V, Section 2 of the Bylaws of the Company provides that every
person who is, or has been, a director or officer of the Company is
entitled to indemnification by the Company to the fullest extent permitted
by law against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his being or
having been a director or officer and against amounts paid or incurred by
him in the settlement thereof.
No indemnification is provided under the Bylaws to a director or
officer with respect to any matter as to which he has been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation. Nor is
indemnification provided to a director or officer in the event of a
settlement involving a payment by the officer or director unless there has
been a determination that such director or officer is entitled to
indemnification under Article V, Section 2 of the Bylaws by one of the
following: (i) the court or other body approving the settlement; (ii) vote
of stockholders of the Company; (iii) vote of two-thirds of those directors
of the Company who are not themselves involved in the claim, action, suit
or proceeding, provided that a majority of the directors consists of
members not so involved; or (iv) written opinion of independent counsel.
The Company's Bylaws authorize the Company to obtain insurance to
cover its indemnification obligations. The Company currently maintains
director and officer liability insurance for the benefit of its directors
and certain of its officers.
Article 6 of the Articles of Organization of the Company, as amended,
provides that, to the fullest extent permitted by the Massachusetts General
Laws, no director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director.
Item 16. Exhibits
* 4.1 Article 4 of the Company's Articles of Organization, as amended.
** 4.2 Articles I, II, IV and VII of the Company's By-laws, as amended.
*** 4.3 Rights Agreement dated December 4, 1990.
CE 5.1 Opinion of Choate, Hall & Stewart as to validity of shares being
registered and Consent.
CE 24.1 Consent of Ernst & Young.
CE 24.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
CE 25.1 Power of Attorney (part of Signature Page).
_________________________
* Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the SEC on August 23, 1993, Registration
No. 33-67758.
** Incorporated by reference to Exhibit 3.2(b) to the Company's Report on
Form l0-K filed with the SEC on April 6, 1992.
*** Incorporated by reference to Exhibit 1 to the Registration Statement on
Form 8-A filed by the Company with the SEC on December 26, 1990.
CE - Indicates electronic confirming copy of exhibits filed herewith.
Item 17. Undertakings
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 material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
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.
(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.
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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above,
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 Act 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 any of 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 Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Marlborough, Commonwealth of Massachusetts, on
April 14, 1994.
STRATUS COMPUTER, INC.
By: Robert E. Donahue, Vice President,
Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints William E. Foster, Robert E. Donahue and
Frederick S. Prifty, jointly and severally, his true and lawful attorneys-in-
fact and agents with full powers of substitution, 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, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below on April 14, 1994, by the following persons in
the capacities indicated.
Name Capacity
William E. Foster Chief Executive Officer
(Principal Executive Officer) and Director
Gary E. Haroian President and Chief Operating Officer
(Principal Executive Officer) and Director
Robert E. Donahue Vice President, Finance and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Alexander V. d'Arbeloff Director
Paul J. Ferri Director
Gardner C. Hendrie Director
Robert M. Morrill Director
Index to Exhibits
Exhibit Number
* 4.1 Article 4 of the Company's Articles of Organization, as amended.
** 4.2 Articles I, II, IV and VII of the Company's By-laws, as amended.
*** 4.3 Rights Agreement dated December 4, 1990.
CE 5.1 Opinion of Choate, Hall & Stewart as to validity of shares being
registered.
CE 24.1 Consent of Ernst & Young .
CE 24.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
CE 25.1 Power of Attorney (part of Signature Page).
___________________
* Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the SEC on August 23, 1993, Registration
No. 33-67758.
** Incorporated by reference to Exhibit 3.2(b) to the Company's Report on
Form l0-K filed with the SEC on April 6, 1992.
*** Incorporated by reference to Exhibit 1 to the Registration Statement on
Form 8-A filed by the Company with the SEC on December 26, 1990.
CE - Indicates electronic confirming copy of exhibits filed herewith.
This document is a copy of the legal opinion filed on paper on April 15, 1994.
CHOATE, HALL & STEWART
A Partnership Including Professional Corporations
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617) 248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
April 14, 1994
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, MA 01752
Gentlemen:
This opinion is delivered to you in connection with a registration
statement on Form S-3 (the "Registration Statement") to be filed on April 15,
1994, by Stratus Computer, Inc. (the "Company") under the Securities Act of
1933, as amended, for registration under said Act of 410,607 shares of Common
Stock, $.01 par value per share (the "Common Stock") of the Company. Terms not
otherwise defined herein shall be deemed to have the meaning ascribed such term
in the Registration Statement.
In connection with rendering this opinion, we have examined such
corporate records, certificates and other documents as we have considered
necessary for the purposes of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. As to any facts material to our opinion, we have,
when relevant facts were not independently established, relied upon the
aforesaid records, certificates and documents.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Selling Stockholders are and, when sold by the Selling
Stockholders, will be, legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in any
amendments thereto as counsel for the Company, to the statements with reference
to our firm made in the Registration Statement, and to the filing and use of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
This document is a copy of the consent filed on paper on April 15, 1994.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-3) and in the related prospectus of Stratus Computer, Inc. for the
registration of 410,607 shares of its common stock of our reports dated
January 24, 1994, with respect to the consolidated financial statements of
Stratus Computer, Inc. incorporated by reference in its Annual Report (Form
10-K) for the year ended January 2, 1994, and the related financial statement
schedules included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Boston, Massachusetts
April 11, 1994
