<PAGE>
As filed with the Securities and Exchange Commission on October 13, 1994.
Registration No. 033-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
SILICON GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2789662
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2011 North Shoreline Boulevard, Mountain View, California 94043-1389
(Address of principal executive offices and zip code)
--------------------------
1993 LONG-TERM INCENTIVE STOCK PLAN
(Full title of the plan)
--------------------------
WILLIAM M. KELLY
Vice President, General Counsel and Secretary
SILICON GRAPHICS, INC.
2011 North Shoreline Boulevard
Mountain View, California 94043-1389
(415) 960-1980
(Name, address and telephone number of agent for service)
--------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered (1) price per unit (2) aggregate offering price registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 4,872,429 shares $24.9375 $121,506,198.19 $41,898.69
- ---------------------------------------------------------------------------------------------------------------
<FN>
(1) Excludes shares reserved under the 1993 Long-Term Incentive Stock Plan
which were registered previously on a Registration Statement on Form S-8
(No. 033-51275).
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange as of
October 6, 1994.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by Silicon
Graphics, Inc. (the "Company") with the Securities and Exchange Commission are
hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The description of the Company's Common Stock to be offered hereby
which is contained in its Registration Statement on Form 8-B filed
March 16, 1990 pursuant to Section 12 of the Exchange Act.
(c) The description of the Company's Preferred Shares Purchase Rights
contained in the Company's Amendment on Form 8 to Registration
Statement on Form 8-A, filed November 12, 1992 pursuant to Section
12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1993, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances. Article
VI of the Bylaws of the Company provides for indemnification of certain agents
to the maximum extent permitted by the Delaware General Corporation Law. Persons
covered by this indemnification provision include current and former directors,
officers, employees and other agents of the Company, as well as persons who
serve at the request of the Company as directors, officers, employees or agents
of another enterprise.
In addition, the Company has entered into contractual agreements with each
director and certain officers designated by the Board to indemnify such
individuals to the full extent permitted by law. These agreements also resolve
certain procedural and substantive matters that are not covered, or are covered
in less detail, in the Bylaws or by the Delaware General Corporation Law.
II-1
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following Exhibits are filed as part of, or incorporated by reference
into, this Registration Statement:
4.1* 1993 Long-Term Incentive Stock Plan and form of stock option
agreement.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Independent Auditors (see page II-7).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
- -------------------------
* Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993, filed pursuant to
Section 13 of the Exchange Act.
Item 9. UNDERTAKINGS
A. 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 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, 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Company's
Certificate of Incorporation, the foregoing Bylaw provisions or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in a successful defense of any action, suit
or proceeding) is asserted by
II-2
<PAGE>
such director, officer or controlling person in connection with the securities
being registered hereunder, the Company will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Silicon Graphics, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 Mountain View, State of
California, on October 13, 1994.
SILICON GRAPHICS, INC.
By: Edward R. McCracken
------------------------------------
Edward R. McCracken
Chairman and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward R. McCracken and William M. Kelly
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, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------- ----------------------------- ----------------
Edward R. McCracken Chairman of the Board and October 13, 1994
- ------------------------- Chief Executive Officer
Edward R. McCracken (Principal Executive Officer)
Thomas A. Jermoluk President, Chief Operating October 13, 1994
- ------------------------- Officer and Director
Thomas A. Jermoluk
President, Silicon Graphics
- ------------------------- World Trade Corporation and
Robert R. Bishop Director
Stanley J. Meresman Senior Vice President, Finance October 13, 1994
- ------------------------- and Chief Financial Officer
Stanley J. Meresman (Principal Financial Officer)
Thomas J. Oswold Vice President, Finance October 13, 1994
- -------------------------
Thomas J. Oswold
Dennis P. McBride Vice President, Controller October 13, 1994
- ------------------------- (Principal Accounting Officer)
Dennis P. McBride
Director
- -------------------------
Mark W. Perry
II-5
<PAGE>
Signature Title Date
- ------------------------- ----------------------------- ----------------
Allen F. Jacobson Director October 13, 1994
- -------------------------
Allen F. Jacobson
C. Richard Kramlich Director October 13, 1994
- -------------------------
C. Richard Kramlich
James A. McDivitt Director October 13, 1994
- -------------------------
James A. McDivitt
Robert C. Miller Director October 13, 1994
- -------------------------
Robert C. Miller
Joseph A. Mollica Director October 13, 1994
- -------------------------
Joseph A. Mollica
Lucille Shapiro Director October 13, 1994
- -------------------------
Lucille Shapiro
James G. Treybig Director October 13, 1994
- -------------------------
James G. Treybig
II-6
<PAGE>
Consent of Ernst & Young, LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1993 Long-Term Incentive Stock Plan of Silicon
Graphics, Inc. of our report dated July 18, 1994 with respect to the
consolidated financial statements and schedules included and incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 30, 1994,
filed with the Securities and Exchange Commission.
ERNST & YOUNG, LLP
Palo Alto, California
October 11, 1994
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1* 1993 Long-Term Incentive Stock Plan and form of stock option
agreement.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors (see page II-7)
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page (II-5)
- -------------------------
* Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993, filed pursuant to Section 13
of the Securities Exchange Act of 1934, as amended.
II-8
<PAGE>
EXHIBIT 5.1
October 13, 1994
Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, CA 94043-1389
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by Silicon
Graphics, Inc. (the "Company") with the Securities and Exchange Commission on or
about October 13, 1994 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 4,872,429 shares
of the Company's common stock, par value $0.001 per share, to be issued pursuant
to the 1993 Long-Term Incentive Stock Plan (the "Plan Shares"). I have examined
the proceedings taken and proposed to be taken in connection with the issuance
and sale of the Plan Shares to be issued under such Plan.
It is my opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the issuance of the Plan Shares pursuant to
the Plan, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Plan Shares will be legally and validly
issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
Sandra M. Escher
Securities Counsel
