<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1995
REGISTRATION NO. 33-54777
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
SEQUOIA SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3571 04-2738973
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
400 NICKERSON ROAD, MARLBOROUGH, MASSACHUSETTS 01752
(508) 480-0800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
CORNELIUS P. MCMULLAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEQUOIA SYSTEMS, INC.
400 NICKERSON ROAD
MARLBOROUGH, MASSACHUSETTS 01752
(508) 480-0800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID A. WESTENBERG, ESQ. JEREMY F. SWETT, ESQ. ROBERT WHILDEN, ESQ.
HALE AND DORR SEQUOIA SYSTEMS, INC. VINSON & ELKINS, L.L.P.
60 STATE STREET 400 NICKERSON ROAD 2500 FIRST CITY TOWER
BOSTON, MASSACHUSETTS MARLBOROUGH, MASSACHUSETTS 01752 1001 FANNIN
02109 HOUSTON, TEXAS 77002
(617) 526-6000 (713) 758-2222
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The Registrant hereby deregisters 56 of the shares of Sequoia common stock,
$.40 par value per share (the "Shares") registered by it pursuant to the
Registration Statement. The offering of Shares terminated on March 31, 1995 and
the 56 Shares which are deregistered hereby have not been and will not be
exchanged for shares of or securities convertible or exercisable into shares of
SPCO, Inc., Texas Microsystems, Inc. or Texas Micro Electronics, Inc.
-2-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
*2.1 --Merger and Stock Purchase Agreement Among Sequoia Systems, Inc.,
Sequoia Acquisition Corporation, SPCO, Inc. and Keystone Interna-
tional, Inc., dated as of November 9, 1994.
*2.2 --Amendment No. 1 to Merger and Stock Purchase Agreement Among Se-
quoia Systems, Inc., Sequoia Acquisition Corporation, SPCO, Inc.
and Keystone International, Inc. dated as of February 7, 1995.
*2.3 --Amendment No. 2 to Merger and Stock Purchase Agreement Among Se-
quoia Systems, Inc., Sequoia Acquisition Corporation, SPCO, Inc.
and Keystone International, Inc. dated as of February 23, 1995.
3.1 --Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's 1994 Annual Report on Form 10-K, as
amended by Form 10-K/A (File No. 0-18238)).
3.2 --Amended and Restated By-Laws of the Company (incorporated by ref-
erence to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 33-33024)).
*5.1 --Opinion of Hale and Dorr.
**8.1 --Opinion of Arthur Andersen LLP, dated March 27, 1995, relating to the
tax-free nature of the BriskHeat Spin-Off.
**8.2 --Opinion of Arthur Andersen LLP, dated March 27, 1995, relating to the
tax-free nature of the Merger.
10.1 --Amended Registration Rights Agreement, as amended, among the Com-
pany and certain investors (incorporated by reference to Exhibit
10.9 to the Company's Registration Statement on Form S-1 (File No.
33-33024)).
10.2 --Amended Registration Rights Agreement, as amended, among the Com-
pany and certain investors (incorporated by reference to Exhibit
10.28 to the Company's Registration Statement on Form S-1 (File No.
33-33024)).
10.3 --1986 Incentive Stock Option Plan and related form of stock option
agreement (incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1 (File No. 33-33024)).
10.4 --Second Amendment to 1986 Incentive Stock Option Plan (incorporated
by reference to Exhibit 10.42 to the Company's 1990 Annual Report
on Form 10-K (File No. 0-18238)).
10.5 --1986 Supplemental Stock Option Plan and related form of stock op-
tion agreement (incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1 (File No. 33-33024)).
10.6 --Second Amendment to 1986 Supplemental Stock Option Plan (incorpo-
rated by reference to Exhibit 10.43 to the Company's 1990 Annual
Report on Form 10-K (File No. 0-18238)).
10.7 --1990 Outside Director's Stock Option Plan (incorporated by refer-
ence to Exhibit 10.45 to the Company's 1990 Annual Report on Form
10-K (File No. 0-18238)).
*10.8 --1993 Employee Stock Purchase Plan.
10.9 --401(k) Plan of the Company (incorporated by reference to Exhibit
10.37 to the Company's Registration Statement on Form S-1 (File No.
33-33024)).
<PAGE>
10.10 --Lease dated November 23, 1983 between the Company and Metropolitan
Life Insurance Company (incorporated by reference to Exhibit 10.12
to the Company's Registration Statement on Form S-1 (File No. 33-
33024)).
10.11 --Third Amendment dated April 2, 1990 to Lease of November 23, 1983,
between the Company and Metropolitan Life Insurance Company (incor-
porated by reference to Exhibit 10.38 to the Company's 1990 Annual
Report on Form 10-K (File No. 0-18238)).
10.12 --Lease dated March 20, 1992 between the Company and Metropolitan
Life Insurance Company (incorporated by reference to Exhibit 10.14
to the Company's 1992 Annual Report on Form 10-K, Amendment No. 1
(File No. 0-18238)).
10.13 --Employment Agreement dated October 20, 1987 between the Company
and Jack J. Stiffler (incorporated by reference to Exhibit 10.16 to
the Company's Registration Statement on Form S-1 (File No. 33-
33024)).
10.14 --Pick Systems-Open Architecture License Agreement dated October 10,
1986 among the Company, Concurrent Operating Systems Technology and
Pick Systems, and assigned to the Company on February 24, 1988 (in-
corporated by reference to Exhibit 10.19 to the Company's Registra-
tion Statement on Form S-1 (File No. 33-33024)).
10.15 --Credit Agreement dated as of March 22, 1994 between the Company
and State Street Bank and Trust Company (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the Quarter Ended April 13, 1994 (File No. 0-18238)).
10.16 --Product Development and Technology License Agreement dated July
24, 1990 between the Company and Samsung Electronics Company Ltd.
(incorporated by reference to Exhibit 10.40 to the Company's 1990
Annual Report on Form 10-K (File No. 0-18238)).
10.17 --OEM Agreement dated July 24, 1990 between the Company and Samsung
Electronics Company Ltd. (incorporated by reference to Exhibit
10.41 to the Company's 1990 Annual Report on Form 10-K (File No.
18238)).
10.18 --Service Provider II Maintenance Agreement dated January 1, 1992
between the Company and Samsung Electronics Company Ltd. (incorpo-
rated by reference to Exhibit 10.45 to the Company's 1992 Annual
Report on Form 10-K, Amendment No. 1 (File No. 0-18238)).
10.19 --OEM Agreement dated September 7, 1993 between the Company and
Samsung Electronics Co., Ltd. (incorporated by reference to Exhibit
10.43 to the Company's 1993 Annual Report on Form 10-K (File No. 0-
18238)).
10.20 --Master Agreement dated September 7, 1993 between the Company and
Samsung Electronics Co., Ltd. (incorporated by reference to Exhibit
10.44 to the Company's 1993 Annual Report on Form 10-K (File No. 0-
18238)).
10.21 --Development, Manufacturing, and Distribution Agreement dated as of
December 26, 1991 between the Company and Toshiba Corporation (in-
corporated by reference to Exhibit 10.48 to the Company's 1992 An-
nual Report on Form 10-K, Amendment No. 1 (File No. 0-18238)).
10.22 --Revised Development, Manufacturing, and Distribution Agreement ex-
ecuted as of May 13, 1994 between the Company and Toshiba Corpora-
tion.
10.23 --Software Cooperation Agreement executed April 5, 1994 between the
Company and UNIX System Laboratories, Inc. (Incorporated by refer-
ence to Exhibit 10.23 to the Company's 1994 Annual Report on Form
10-K (File No. 0-18238)).
10.24 --Joint Venture Agreement dated as of September, 1991 by and among
the Company, Tricom Computer Pty. Ltd. and Sequoia Systems (Austra-
lia) Pty. Ltd., together with material exhibits (incorporated by
reference to Exhibit 10.49 to the Company's 1992 Annual Report on
Form 10-K, Amendment No. 1 (File No. 0-18238)).
<PAGE>
10.25 --International Distributorship Agreement dated October 15, 1991 by
and among the Company, Tricom Computer Pty, Ltd. and Sequoia Sys-
tems (Australia) Pty. Ltd., together with material exhibits (incor-
porated by reference to Exhibit 10.50 to the Company's 1992 Annual
Report on Form 10-K, Amendment No. 1 (File No. 0-18238)).
10.26 --Settlement Agreement and Mutual General Release dated February 1,
1993 between the Company and Ultimate Corp. (incorporated by refer-
ence to Exhibit 10.54 to the Company's 1993 Annual Report on Form
10-K (File No. 0-18238)).
10.27 --Order of Final Approval and Final Judgment and Order of Dismissal
dated September 10, 1993, of the United States District Court for
the District of Massachusetts (incorporated by reference to Exhibit
10.55 to the Company's 1993 Annual Report on Form 10-K (File No.
0-18238)).
10.28 --Employment Agreement dated November 5, 1992, as amended January
22, 1993, between the Company and Cornelius P. McMullan (incorpo-
rated by reference to Exhibit 10.56 to Amendment No. 1 to the
Company's 1993 Annual Report on Form 10-K/A (File No. 0-18238)).
10.29 --Employment Agreement dated October 2, 1992, as amended November 7,
1992, between the Company and Richard B. Goldman (incorporated by
reference to Exhibit 10.57 to Amendment No. 1 to the Company's 1993
Annual Report on Form 10-K/A (File No. 0-18238)).
*10.30 --Escrow Agreement, dated as of February 17, 1995, among the Compa-
ny, W. Wayne Patterson and The First National Bank of Boston.
*21.1 --Subsidiaries of Sequoia.
**23.1 --Consent of Coopers & Lybrand L.L.P.
**23.2 --Consent of Arthur Andersen LLP (Boston, Massachusetts).
**23.3 --Consent of Arthur Andersen LLP (Houston, Texas).
**23.5 --Consent of Arthur Andersen LLP (Houston, Texas) re: Tax Opinions.
*23.4 --Consent of Hale and Dorr (included in Exhibit 5.1).
*24.1 --Power of Attorney (included on page II-5 of Registration Statement
on Form S-4 filed February 21, 1995).
*99.1 --Form of Proxy Card of Sequoia.
*99.2 --Form of Written Consent of SPCO.
*99.3 --Consent of J. Michael Stewart.
- --------
* Previously filed.
** Filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN
OF MARLBOROUGH, COMMONWEALTH OF MASSACHUSETTS, ON THE 17TH DAY OF APRIL, 1995.
Sequoia Systems, Inc.
By: /s/ Jeremy F. Swett
---------------------------------
Jeremy F. Swett
Vice President, General Counsel
and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
Cornelius P. McMullan* President, Chief April 14, 1995
- ------------------------------------- Executive Officer
CORNELIUS P. MCMULLAN and Director
(Principal
Executive Officer)
Richard B. Goldman* Vice President, April 14, 1995
- ------------------------------------- Finance and Chief
RICHARD B. GOLDMAN Financial Officer
(Principal
Financial and
Accounting Officer)
Francis J. Hughes, Jr.* Chairman of the April 14, 1995
- ------------------------------------- Board
FRANCIS J. HUGHES, JR.
Dean C. Campbell* Director April 14, 1995
- -------------------------------------
DEAN C. CAMPBELL
A. Theodore Engkvist* Director April 14, 1995
- -------------------------------------
A. THEODORE ENGKVIST
John F. Smith* Director April 14, 1995
- -------------------------------------
JOHN F. SMITH
*By: /s/ Jeremy F. Swett
--------------------------------
Jeremy F. Swett
as Attorney-in-Fact
II-5
<PAGE>
Exhibit 8.1
[LETTERHEAD OF ARTHUR ANDERSEN & CO. SC APPEARS HERE]
March 27, 1995
PRIVILEGED AND CONFIDENTIAL
- ---------------------------
Board of Directors
SPCO, Inc.
5959 Corporate Drive
Houston, Texas 77036
Gentlemen:
You have requested our opinion on the federal income tax consequences of the pro
rata distribution by SPCO, Inc. ("SPCO") of all of the outstanding common stock
of BriskHeat Corporation ("BriskHeat") to the holders of SPCO common stock (the
"Spin-off").
Our opinion of the federal income tax consequences of the Spin-off is stated
below. In our opinion:
1. Under Code (S)355(c),/1/ SPCO will recognize no gain or loss upon the
distribution of the BriskHeat common stock to the SPCO common stock
shareholders with respect to their common stock.
2. Under Code (S)355(a)(1), the SPCO common stockholders will recognize no
gain or loss, and will have no amounts includible in their income, upon
the distribution by SPCO of the BriskHeat common stock to them with
respect to their SPCO common stock.
3. Under Code (S)(S)358(a)(1), (b), and (c), and Treas. Reg. (S)1.358-
2(a)(2), the basis of the shares of the BriskHeat common stock and SPCO
common stock in the hands of each SPCO common stock shareholder following
distribution of the BriskHeat common stock will be determined by
allocating the basis of the shares of SPCO common stock held before the
distribution among the shares of BriskHeat common stock and SPCO common
stock held immediately after the distribution in proportion to the fair
market values of the BriskHeat common stock and the SPCO common stock
held immediately after the distribution.
4. Under Code (S)1223(1) and Treas. Reg. (S)1.1223-1(a), the holding period
of the BriskHeat common stock distributed to each SPCO common stock
shareholder will include the holding period of the SPCO common stock held
by such shareholder, provided that such SPCO stock is a capital asset in
the hands of such shareholder on the date of distribution.
The opinion expressed herein is based on the facts, assumptions, and
representations provided to us; our technical analysis of the Spin-off; and
representations that we have received all the facts,
- ---------------------------
/1/ Except as otherwise provided, all Section ("S") references herein are to the
Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury
Regulations promulgated thereunder (the "Treas. Regs.").
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN & CO. SC APPEARS HERE]
Board of Directors
Page 2
March 28, 1995
assumptions, and documents necessary for us to form our opinion. Any
misstatement of a fact, or omission of any fact, or any amendment or change in
any of the facts referred to may require a modification of all or part of our
opinion.
The opinion expressed herein is based upon our interpretation of the Code,
income tax regulations thereunder, court decisions, rulings and procedures
issued by the Service as of the date of this letter, and other authorities that
we deemed relevant. Should there be any change, including any change having
retroactive effect, in the Internal Revenue Code, the regulations and rulings
issued thereunder, judicial interpretations thereof, or in current understanding
and interpretation of tax accounting practices, the opinion expressed herein
would necessarily have to be reevaluated in light of any such changes. We have
no responsibility to update our opinion for events, transactions, or
circumstances occurring after its date of issuance.
We have not considered any non-income tax or state, local, foreign, or other
income tax consequences, and therefore do not express any opinion regarding the
treatment that would be given this Spin-off by the applicable tax authorities.
We also express no opinion on non-tax issues, such as corporate law or
securities law matters. This opinion is not binding on the Service, and there
can be no assurance that the Service will not take positions contrary to the
opinion expressed herein. However, if the Service challenges the tax treatment
of the Spin-off, we believe SPCO and its shareholders will prevail.
The opinion expressed herein reflects our assessment of the probable outcome of
litigation and other adversarial proceedings based solely on an analysis of the
existing tax authorities relating to the issues. It is important, however, to
note that litigation and other adversarial proceedings are frequently decided on
the basis of such matters as negotiation and pragmatism. Furthermore, in recent
years, the Courts have exhibited a willingness to interpret prior authorities,
as well as to develop new theories, in order to reach a conclusion which will
maximize tax revenues. We have not considered the effect of such negotiation,
pragmatism, and judicial willingness upon the outcome of such potential
litigation or other adversarial proceedings.
Very truly yours,
ARTHUR ANDERSEN LLP
By: /s/ Vincent D. Foster
Vincent D. Foster
<PAGE>
Exhibit 8.2
[LETTERHEAD OF ARTHUR ANDERSEN & CO. SC APPEARS HERE]
March 27, 1995
PRIVILEGED AND CONFIDENTIAL
- ---------------------------
Board of Directors
SPCO, Inc.
5959 Corporate Drive
Houston, Texas 77036
Gentlemen:
You have requested our opinion on the federal income tax consequences of the
merger of Sequoia Acquisition Corporation ("SAC") with and into SPCO, Inc.
("SPCO") in exchange for which the shareholders of SPCO will receive shares of
Sequoia Systems, Inc. ("SSI")(the "Merger").
Our opinion of the federal income tax consequences of the Merger is stated
below. In our opinion:
1. The Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Code (S)368(a)(2)(E)/1/ or Code
(S)368(a)(1)(B);
2. Sequoia and SAC will recognize no gain or loss as a result of the Merger
pursuant to Code (S)(S)1032(a) and/or 361(a).
3. SPCO will recognize no gain or loss as a result of the Merger pursuant to
Code (S)361(a).
4. SPCO's shareholders will recognize no gain or loss as a result of the
Merger pursuant to Code (S)354(a)(1).
The opinion expressed herein is based on the facts, assumptions, and
representations provided to us; our technical analysis of the Merger; and
representations that we have received all the facts, assumptions, and documents
necessary for us to form our opinion. Any misstatement of a fact, or omission of
any fact, or any amendment or change in any of the facts referred to may require
a modification of all or part of our opinion.
The opinion expressed herein is based upon our interpretation of the Code,
income tax regulations thereunder, court decisions, rulings and procedures
issued by the Service as of the date of this letter, and other authorities that
we deemed relevant. Should there be any change, including any change having
retroactive effect, in the Internal Revenue Code, the regulations and rulings
issued
- ---------------------------
/1/ Except as otherwise provided, all Section ("S") references herein are to the
Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury
Regulations promulgated thereunder (the "Treas. Regs.").
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN & CO. SC APPEARS HERE]
Board of Directors
Page 2
March 27, 1995
thereunder, judicial interpretations thereof, or in current understanding and
interpretation of tax accounting practices, the opinion expressed herein would
necessarily have to be reevaluated in light of any such changes. We have no
responsibility to update our opinion for events, transactions, or circumstances
occurring after its date of issuance.
We have not considered any non-income tax or state, local, foreign, or other
income tax consequences, and therefore do not express any opinion regarding the
treatment that would be given this Merger by the applicable tax authorities.
We also express no opinion on non-tax issues, such as corporate law or
securities law matters. This opinion is not binding on the Service, and there
can be no assurance that the Service will not take positions contrary to the
opinion expressed herein. However, if the Service challenges the tax treatment
of the Merger, we believe SPCO and its shareholders will prevail.
The opinion expressed herein reflects our assessment of the probable outcome of
litigation and other adversarial proceedings based solely on an analysis of the
existing tax authorities relating to the issues. It is important, however, to
note that litigation and other adversarial proceedings are frequently decided on
the basis of such matters as negotiation and pragmatism. Futhermore, in recent
years, the Courts have exhibited a willingness to interpret prior authorities,
as well as to develop new theories, in order to reach a conclusion which will
maximize tax revenues. We have not considered the effect of such negotiation,
pragmatism, and judicial willingness upon the outcome of such potential
litigation or other adversarial proceedings.
Very truly yours,
ARTHUR ANDERSEN LLP
By /a/ Vincent D. Foster
----------------------
Vincent D. Foster
<PAGE>
Exhibit 23.5
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the use in this
registration statement of our opinions dated March 27, 1995, on the federal
income tax consequences of the pro rata distribution by SPCO, Inc. of all the
outstanding common stock of BriskHeat Corporation to the holders of SPCO, Inc.
common stock, and the merger of Sequoia Acquisition Corporation with and into
SPCO, Inc. in exchange for which the shareholders of SPCO, Inc. will receive
shares of Sequoia Systems, Inc., included herein and addressed to the Board of
Directors of SPCO, Inc.
/s/ Arthur Andersen L.L.P.
Houston, Texas
April 11, 1995
