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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SILICON GRAPHICS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-2789662
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2011 NORTH SHORELINE BOULEVARD, MOUNTAIN VIEW, CA 94043-1389
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Effective as of February 1, 1991, the Board of Directors of Silicon
Graphics, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of Common Stock, $0.001
par value (the "Common Shares"), of the Company. The dividend was payable on
March 1, 1991 (the "Record Date") to stockholders of record as of the close of
business on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series B Participating
Preferred Stock, $0.001 par value (the "Preferred Shares"), of the Company, at a
price of $200 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights were
set forth in a Preferred Shares Rights Agreement (the "Rights Agreement")
between the Company and The First National Bank of Boston, as rights agent (the
"Rights Agent").
The description and terms of the Rights are set forth in a Second
Amended and Restated Preferred Shares Rights Agreement (the "Restated Rights
Agreement") between the Company and the Rights Agent, as amended by the First
Amendment to Rights Agreement (the "First Amendment").
The following is a general description only and is subject to the
detailed terms and conditions of the Restated Rights Agreement, as amended. A
copy of the Restated Rights Agreement, including the Certificate of Rights,
Preferences and Privileges of Series B Participating Preferred Stock, the form
of Rights Certificate and the Summary of Rights previously provided to
stockholders of the Company, was filed as Exhibit 1 to Amendment No. 2 to
Registration Statement and a copy of the First Amendment is filed herewith as
Exhibit 2 to this Amendment to Registration Statement and both are incorporated
herein by reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date
(defined below). The Rights attach to all certificates representing Common
Shares outstanding on the Record Date and to all Common Shares issued after the
Record Date and prior to the earlier of the Distribution Date or the redemption
or expiration of the Rights, except as the Board of Directors may provide by
resolution before or at the time of issuance. Until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) certificates for the Rights
("Rights Certificates") will not be sent to stockholders and the Rights will be
evidenced by Common Share certificates and will be transferred only with such
Common Share certificates, (ii) Common Shares issued after the Record Date will
contain a notation incorporating by reference the Restated Rights Agreement, as
amended, and (iii) the surrender for transfer of any Common Share certificates
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
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DISTRIBUTION DATE
The Rights will separate from the Common Shares, Rights Certificates
will be issued, and the Rights will become exercisable upon the earlier of: (i)
10 days (or such later date as may be determined by a majority of the Board of
Directors, excluding directors affiliated with the Acquiring Person, as defined
below (the "Continuing Directors")) following a public announcement that a
person or group of affiliated or associated persons (other than the Company, any
Subsidiary of the Company or any employee benefit plan of the Company or such
Subsidiary) (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares or
(ii) 10 business days (or such later date as may be determined by a majority of
the Continuing Directors) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person of 15% or more of the
outstanding Common Shares. The earlier of such dates is referred to as the
"Distribution Date."
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate
Rights Certificates will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date, and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date. Common Shares issued after the Distribution Date and prior to the
expiration or redemption of the Rights (i) shall be issued with Rights if such
shares are issued pursuant to the exercise of stock options or under employee
benefit plans or upon the conversion of the Company's outstanding convertible
subordinated debentures or the Company's outstanding Series A Preferred Stock or
any convertible securities issued after adoption of the Restated Rights
Agreement or (ii) may be issued with such Rights in any other case if deemed
necessary or appropriate by the Board of Directors, unless such issuance would
result in or create a significant risk of material adverse tax consequences or
would create a significant risk that such options, plans or arrangements would
not qualify for otherwise available special tax treatment. The Rights will
expire on the earliest of (i) March 1, 2001 (the "Final Expiration Date"), (ii)
redemption or exchange of the Rights as described below, or (iii) consummation
of an acquisition of the Company satisfying certain conditions by a person who
acquired shares pursuant to a Permitted Offer as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and payment of $200 per Right, one one-thousandth of a Preferred Share.
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RIGHT TO BUY COMMON SHARES AT HALF PRICE
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the Company's Common
Shares then outstanding (other than pursuant to a tender offer deemed fair by
the Continuing Directors (a "Permitted Offer")), then proper provision will be
made so that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
Common Shares having a value equal to two times the Purchase Price. In the
event that the Company does not have sufficient Common Shares available for all
Rights to be exercised, or the Board decides that such action is necessary and
not contrary to the interests of Rights holders, the Company may instead
substitute cash, assets or other securities for the Common Shares for which the
Rights would have been exercisable under this provision. Rights are not
exercisable following the occurrence of an event as described above until such
time as the Rights are no longer redeemable by the Company as set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE
Similarly, unless the Rights are earlier redeemed, in the event that,
after the Shares Acquisition Date (as defined below), (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), proper provision must be
made so that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquired Person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
shares of common stock of the Acquiring Person having a value equal to two times
the Purchase Price (unless the transaction satisfies certain conditions and is
consummated with a person who acquired shares pursuant to a Permitted Offer, in
which case the Rights will expire). If, for any reason, the Rights cannot be
exercised for common shares of the Acquiring Person, the holder of Rights will
be entitled to exchange its rights for cash in an amount equal to the value of
the common shares the holder would otherwise be entitled to purchase.
EXCHANGE PROVISION
At any time after the acquisition by an Acquiring Person of 15% or
more of the Company's outstanding Common Shares and prior to the acquisition by
such Acquiring Person of 50% or more of the Company's outstanding Common Shares,
the Board of Directors of the Company may exchange the Rights (other than Rights
owned by the Acquiring Person which will thereafter become void), in whole or in
part, at an exchange ratio of one Common Share per Right. In the event that the
Company does not have sufficient Common Shares available to permit the exchange,
the Company may, at the option of a majority of the Board of Directors,
substitute cash, assets or other securities in lieu of issuing Common Shares
therefor.
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ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Restated Rights Agreement, as amended. With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments required an adjustment of at least 1% in such Purchase
Price.
RIGHTS AND PREFERENCES OF THE PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Shares. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $50,000 per share plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment and, depending upon the amount of proceeds to be
distributed and the prior preferences of the Company's Series A Preferred Stock,
will share with the holders of the Common Shares in such distribution following
the payment of a Common Share adjustment. Each Preferred Share will have 1,000
votes, voting together with the Common Shares (and any other equity securities
entitled to vote with the Common Shares). In the event of any merger,
consolidation or other transaction in which the Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights
of the Preferred Shares, the value of the one one-thousandth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
REDEMPTION
At any time on or prior to the close of business on the earlier of (i)
the tenth day following the date of public announcement that an Acquiring Person
has become such (the "Shares Acquisition Date") or such later date as may be
determined by a majority of the Continuing Directors and publicly announced by
the Company, or (ii) the Final Expiration Date of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $0.0025 per Right
("Redemption Price").
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NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RESTATED RIGHTS AGREEMENT
The provisions of the Restated Rights Agreement may be supplemented or
amended by the Company in any manner prior to the close of business on the
Distribution Date without the approval of Rights holders and the Rights Agent.
After the Distribution Date, the provisions of the Restated Rights Agreement may
be amended by the Company and Rights Agent, without the approval of the Rights
holders, in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Restated Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights may be redeemed by the Company at $0.01 per Right
within ten days (or such later date as may be determined by a majority of the
Board of Directors, excluding directors affiliated with the Acquiring Person)
after the accumulation of 15% or more of the Company's Common Shares by a single
acquiror or group. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Board of Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are currently traded.
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The Company's Board of Directors believes that the Rights represent a sound and
reasonable means of addressing the complex issues of corporate policy created by
the current takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
Item 2. EXHIBITS.
1. Second Amended and Restated Preferred Shares Rights Agreement,
dated as of May 6, 1992, between Silicon Graphics, Inc. and The
First National Bank of Boston, including the Certificate of
Designation of Rights, Preferences and Privileges of Series B
Participating Preferred Stock, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B, and C,
respectively (incorporated by reference from Exhibit 1 to
Amendment No. 2 on Form 8, filed November 12, 1992).
2. First Amendment to Rights Agreement, dated as of May 2, 1995,
amending the Second Amended and Restated Preferred Shares Rights
Agreement, dated as of May 6, 1992, between Silicon Graphics,
Inc. and The First National Bank of Boston.
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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.
SILICON GRAPHICS, INC.
By: /s/ William M. Kelly
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Name: William M. Kelly
Title: Vice President, Business
Development, General Counsel
and Secretary
Date: October 31, 1995
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Second Amended and Restated Preferred Shares Rights
Agreement, dated as of May 6, 1992, between Silicon
Graphics, Inc. and The First National Bank of Boston,
including the Certificate of Designation of Rights,
Preferences and Privileges of Series B Participating
Preferred Stock, the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A, B, and C,
respectively (incorporated by reference from Exhibit 1 to
Amendment No. 2 on Form 8, filed November 12, 1992).
4.2 First Amendment to Rights Agreement, dated as of May 2,
1995, amending the Second Amended and Restated Preferred
Shares Rights Agreement, dated as of May 6, 1992, between
Silicon Graphics, Inc. and The First National Bank of
Boston.
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FIRST AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF MAY 2, 1995
SILICON GRAPHICS, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON, AS RIGHTS AGENT
This First Amendment to Rights Agreement (the "First Amendment") shall amend the
Second Amended and Restated Preferred Share Rights Agreement, dated as of May 6,
1992 (the "Rights Agreement"), between Silicon Graphics, Inc., a Delaware
corporation (the "Company") and The First National Bank of Boston, a national
banking association (the "Rights Agent"). Terms defined in the Rights Agreement
are used herein as therein defined. The parties hereby agree as follows:
1. INCREASE IN PURCHASE PRICE. Section 7(b) of the Rights Agreement is
hereby amended by replacing such section with the following:
(b) The Purchase Price for each one-thousandth of a Preferred Share
issuable pursuant to the exercise of a Right shall, effective May
2, 1995, be $200. Such Purchase Price shall thereafter be
subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below.
2. AUTHORIZATION. The Company hereby certifies that this First Amendment
was duly authorized at a meeting of the Board of Directors of the Company on May
2, 1995, and that this First Amendment is in compliance with the terms of
Section 27 of the Rights Agreement.
3. EFFECTIVENESS. This First Amendment shall be effective as of May 2,
1995.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed as of the day and year first above written.
SILICON GRAPHICS, INC., THE FIRST NATIONAL BANK OF BOSTON,
A DELAWARE CORPORATION AS RIGHTS AGENT
By: /s/ William M. Kelly By: /s/ Katherine S. Anderson
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Name: William M. Kelly Name: Katherine S. Anderson
Title: Vice President Title: Team Leader
