SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
STRATUS COMPUTER, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-26977554
(State of incorporation or organization) (IRS Employee
Identification No.)
55 Fairbanks Blvd., Marlborough, Massachusetts 01752
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
COMMON STOCK, $.01 Par Value
and
COMMON STOCK PURCHASE RIGHTS
(Title of each class to be so registered)
PACIFIC STOCK EXCHANGE, INC.
(Name of each exchange on which each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
Item 1. Description of Registrant's Securities to be Registered
The first class of securities being registered is Common
Stock, $.01 par value, of which 150,000,000 shares are currently
authorized pursuant to the Registrant's Articles of Organization,
as amended. As of March 1, 1995, 25,080,190 of such shares were
outstanding. The second class of securities being registered is
Common Stock Purchase Rights (the "Rights"). As of March 1,
1995, 25,080,190 Rights were outstanding, one per each share of
the Registrant's outstanding Common Stock. Both classes of
securities were heretofore registered pursuant to Section 12(b)
of the Act for listing on the New York, Boston and Chicago Stock
Exchanges.
Registrant incorporates by reference the description of both
such classes of Registrant's securities to be registered, filed
as Item 1 to Form 8-A, filed April 1, 1991 and supplements such
description as follows:
In 1990 The Commonwealth of Massachusetts enacted a
law requiring every publicly-held corporation organized under
Massachusetts law to have a classified (staggered) Board of
Directors, unless the corporation takes certain prescribed steps
which would permit it not to have a classified board. On
October 16, 1990, the Board of Directors of the Registrant voted
unanimously to classify the Board members into three classes.
Each class of Directors is elected, in successive years, for a
three year term. In each case the Directors are elected to hold
office until their successors have been duly elected and qualified.
Item 2. Exhibits
The following exhibits are being filed with copies of this
Registration Statement filed with the Pacific Stock Exchange,
Inc., but, as permitted by the Commission's Rules and
Regulations, are omitted from the filing made with the
Commission:
3.01 Registrant's Annual Report on Form 10-K for the year
ended January 2, 1994.
4.01 Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1994.
4.02 Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1994.
4.03 Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 2, 1994.
5.01 Registrant's Proxy Statement dated March 15, 1994.
5.02 Registrant's Articles of Organization, as amended.
6.03 Rights Agreement dated December 4, 1990 (the "Rights
Agreement") between the Registrant and the First National
Bank of Boston, as Rights Agent.
6.04 Form of Common Stock Purchase Rights Certificate
(attached as Exhibit A to the Rights Agreement).
Pursuant to the Rights Agreement, printed Common Stock
Purchase Rights Certificates will not be mailed until
the Distribution Date (as defined in the Rights
Agreement).
6.05 Summary of Rights to Purchase Common Stock (attached as
Exhibit E to the Rights Agreement).
7.01 Specimen of Certificate representing Registrant's
Common Stock.
8.01 Registrant's Annual Report to Stockholders for the year
ended January 2, 1994.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
STRATUS COMPUTER, INC.
Dated: March 30, 1995 By: Robert E. Donahue
Vice President of Finance
Chief Financial Officer
Controller
