Rule 424(b)(3)
Registration No. 33-77764
PROSPECTUS
410,607 SHARES
STRATUS COMPUTER, INC.
COMMON STOCK
________________
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 and their agents, donees, distributees, pledgees
and other successors in interest 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 Chicago Stock Exchange, or otherwise,
at market prices then prevailing or in negotiated transactions. The Shares
may also be sold pursuant to option, hedging or other trasnactions with
broker-dealers. The Shares may also be offered in one or more underwritten
offerings. 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 Chicago Stock Exchange under
the symbol "SRA." On January 27, 1995, the last reported sale price of
Common Stock on the New York Stock Exchange was $28.375 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 January 30, 1995.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission" or "SEC") 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 copied, at prescribed
rates, at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. For further information
with respect to the Company and the Shares offered hereby, reference is made to
the Registration Statement and the documents incorporated by reference therein.
See "Incorporation of Certain 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 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, N.W., Room 1024, 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 Company's Quarterly Reports on Form 10-Q for each of the quarters ending
April 3, July 3, and October 2, 1994.
3. 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 January 27, 1995, 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 January 27, 1995 Offered or Sold Offering (1)
____ ________________ ___________________ _____________________
<S> <C> <C> <C>
Kenneth P. Birman 268,327 258,327 10,000
Robert C. B. Cooper 93,340 85,840 7,500
Richard Moran 32,565 25,065 7,500
Keith A. Marzullo 7,000(2) 7,000 0
Keith A. Marzullo 26,856 28,856 0
Charitable Remainder
Unitrust Trust
Bradford B. Glade 10,519 7,519 3,000
</TABLE>
________________
(1) Consists, in each case, entirely of shares subject to currently exercisable
options.
(2) Includes the 26,856 Shares held of record by the Keith A. Marzullo
Charitable Remainder Unitrust Trust (the "Trust"), of which Mr. Marzullo
and his wife are trustees and income recipients and which is the donee of
Shares offered pursuant to this Prospectus which were previously held by
Mr. Marzullo.
The Shares were acquired by the Selling Shareholders (other than the
Trust) on December 17, 1993 in connection with the acquisition by the Company
of ISIS Distributed Systems, Inc. ("ISIS"). Messrs. Birman, Glade, Moran and
Cooper are all employees of ISIS, a wholly-owned subsidiary of the Company.
Mr. Marzullo is a former employee of ISIS.
PLAN OF DISTRIBUTION
The Selling Shareholders and their agents, donees, distributees,
pledgees and other successors in interest may, from time to time, offer for
sale or sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the New York Stock Exchange, the Boston Stock
Exchange, the Chicago Stock Exchange, or other exchanges on which the Shares
may be traded, through registered broker-dealers (who may act as principals,
pledgees or agents) pursuant to unsolicited orders or offers to buy, (b) in
negotiated transactions, or (c) through other means. The Shares may be sold
from time to time in one or more transactions at market prices prevailing at
the time of sale, or 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. The
Shares may also be offered in one or more underwritten offerings. 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.
In connection with the distribution of the Shares, the Selling
Shareholders may enter into hedging or other option transactions with
broker-dealers in connection with which, among other things, such
broker-dealers may engage in short sales of the Shares pursuant to this
Prospectus in the course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders may also sell Shares short pursuant
to this Prospectus and deliver the Shares to close out such short positions.
The Selling Sharesholders may also enter into option or other transactions with
broker-dealers which may result in the delivery of Shares to such
broker-dealers who may sell such Shares pursuant to this Prospectus. The
Selling Shareholders may also pledge the Shares to a broker-dealer and upon
default the broker-dealer may effect the sales of the pledged Shares pursuant
to this Prospectus.
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. Such
discounts, concessions, commissions or fees will not exceed those customary
for the type of transactions involved. 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 and each
underwriter, if any, 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 of Choate, Hall & Stewart, is an 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 STOCK
_____________
PROSPECTUS
JANUARY 30, 1995
_______________________________
