As filed with the Securities and Exchange Commission on September 9,
1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONVEX COMPUTER CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 75-1838006
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
3000 Waterview Parkway
Richardson, TX 75080
(Address of principal executive offices)
_______________________________________
1991 STOCK OPTION PLAN
(Full title of the plan)
_______________________________________
ROBERT J. PALUCK
Chairman of the Board and Chief Executive Officer
CONVEX COMPUTER CORPORATION
3000 Waterview Parkway
Richardson, TX 75080
(214) 497-4000
(Name, address and telephone number of agent for service)
_______________________________________
Copy to: Kenneth M. Siegel, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price(1) Fee
__________________________________________________________________
Common Stock 1,200,000 $ 6.44 $ 7,725,000 $ 2,663.79
__________________________________________________________________
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the average
of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on September 6, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,200,000 shares of the Company's Common
Stock to be issued pursuant to the Company's 1991 Stock Option Plan, as
amended (the "Plan"). The Registration Statements on Form S-8
previously filed with the Commission relating to the Plan (Nos. 33-
40518, 33-49468 and 33-66948) are incorporated herein by reference.
Item 8. Exhibits.
Exhibit
Number
_________
4.1* 1991 Stock Option Plan, as amended.
5.1 Opinion of counsel as to legality of securities
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
* Incorporated by reference to the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1994.
SIGNATURES
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 the City of Richardson, State
of Texas, on this 9th day of September, 1994.
CONVEX COMPUTER CORPORATION
By: ROBERT J. PALUCK
________________________
Robert J. Paluck,
Chairman of the Board and
Chief Executive Officer
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Paluck and J. Cameron
McMartin, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
___________________ ______________________________ ________________
ROBERT J. PALUCK Chairman of the Board and September 7, 1994
___________________ Chief Executive Officer
Robert J. Paluck
J. CAMERON MCMARTIN Vice President, Finance and September 7, 1994
___________________ Chief Financial Officer
J. Cameron McMartin
ERICH BLOCH Director September 7, 1994
___________________
Erich Bloch
H. BERRY CASH Director September 7, 1994
___________________
H. Berry Cash
SAM K. SMITH Director September 7, 1994
___________________
Sam K. Smith
STEVEN J. WALLACH Director September 7, 1994
___________________
Steven J. Wallach
HOWARD D. WOLFE Director September 7, 1994
___________________
Howard D. Wolfe
II-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
EXHIBITS
________________________________________
Registration Statement on Form S-8
Convex Computer Corporation
September 9, 1994
Exhibit Index
Sequentially
Exhibit Numbered
Number Page
_______ _____________
4.1* 1991 Stock Option Plan, as amended.
5.1 Opinion of counsel as to legality of securities
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3 of Registration
Statement).
* Incorporated by reference to the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1994.
EXHIBIT 5.1
September 7, 1994
Convex Computer Corporation
3000 Waterview Parkway
Richardson, TX 75080
Re: Registration Statement
on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about September
7, 1994 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 1,200,000
shares of your Common Stock reserved for issuance under the 1991 Stock
Option Plan (the "Plan"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of such Common
Stock under the Plan.
It is our opinion that, when issued and sold in the manner referred
to in the Plan and pursuant to the agreements which accompany the Plan,
the Common Stock issued and sold thereby will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement, including any
Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1991 Stock Option Plan of Convex
Computer Corporation of our reports dated March 25, 1994 with respect to the
consolidated financial statements and schedules of Convex Computer
Corporation included in its Annual Report on Form 10-K for the year
ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Dallas, Texas
September 9, 1994
SIGNATURES
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 the City of Richardson, State
of Texas, on this 9th day of September, 1994.
CONVEX COMPUTER CORPORATION
By: /s/Robert J. Paluck
______________________
Robert J. Paluck,
Chairman of the Board and
Chief Executive Officer
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Paluck and J. Cameron
McMartin, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
___________________ ______________________________ _________________
/s/Robert J. Paluck Chairman of the Board and September 7, 1994
______________________ Chief Executive Officer
Robert J. Paluck
/s/J. Cameron McMartin Vice President, Finance and September 7, 1994
______________________ Chief Financial Officer
J. Cameron McMartin
/s/Erich Bloch Director September 7, 1994
______________________
Erich Bloch
/s/H. Berry Cash Director September 7, 1994
______________________
H. Berry Cash
/s/Sam K. Smith Director September 7, 1994
______________________
Sam K. Smith
/s/Steven J. Wallach Director September 7, 1994
______________________
Steven J. Wallach
/s/Howard D. Wolfe Director September 7, 1994
______________________
Howard D. Wolfe
II-3
