<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1995
REGISTRATION NO. 033-59201
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILICON GRAPHICS, INC.
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3573 94-2789662
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
2011 NORTH SHORELINE BOULEVARD
MOUNTAIN VIEW, CALIFORNIA 94043-1389
(415) 960-1980
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM M. KELLY
VICE PRESIDENT, BUSINESS DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
SILICON GRAPHICS, INC.
2011 NORTH SHORELINE BOULEVARD
MOUNTAIN VIEW, CALIFORNIA 94043-1389
(415) 960-1980
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
MICHAEL J. KENNEDY ALAN AUSTIN
SHEARMAN & STERLING WILSON, SONSINI, GOODRICH & ROSATI
555 CALIFORNIA STREET PROFESSIONAL CORPORATION
SAN FRANCISCO, CALIFORNIA 94104 650 PAGE MILL ROAD
(415) 616-1100 PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective and certain
other conditions under the Merger Agreement are met or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING THE LOCATION IN THE PROSPECTUS OF THE
INFORMATION REQUIRED BY PART I OF FORM S-4
S-4 ITEM NUMBER AND CAPTION PROSPECTUS
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus;.......................... Facing Page; Cross Reference
Sheet; Outside Front Cover Page
of Proxy Statement/Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus ................. Table of Contents; Available
Information; Incorporation of
Certain Documents by Reference
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other Information.. Summary; Selected Historical and
Pro Forma Financial Data;
Comparative Per Share Data;
Market Price and Dividend
Information; Pro Forma Combined
Condensed Financial Information;
Risk Factors; The Merger; The
Merger Agreement and Related
Agreements; Wavefront
Technologies, Inc.
4. Terms of the Transaction................ Summary; The Merger; The Merger
Agreement and Related
Agreements; Comparison of
Shareholders' Rights
5. Pro Forma Financial Information......... Selected Historical and Pro
Forma Financial Data; Pro Forma
Combined Condensed Financial
Information
6. Material Contacts with the Company
Being Acquired....................... Summary; The Merger; The Merger
Agreement and Related Agreements
7. Additional Information Required for Re-
Offering by Persons and Parties
Deemed to be Underwriters............ *
8. Interests of Named Experts and Counsel.. *
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.......................... *
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3
Registrants........................... Available Information;
Incorporation of Certain
Documents by Reference; Summary;
The Merger; The Merger Agreement
and Related Agreements; Market
Price and Dividend Information;
The Arrangement
<PAGE>
S-4 ITEM NUMBER AND CAPTION PROSPECTUS
and the Acquisition Agreement;
Selected Historical and Pro
Forma Financial Data; Pro Forma
Combined Condensed Financial
Information
11. Incorporation of Certain Information by
Reference............................ Incorporation of Certain
Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants.......................... *
13. Incorporation of Certain Information by
Reference............................ *
14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants.... *
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3
Companies............................. *
16. Information with Respect to S-2 or S-3
Companies............................ *
17. Information with Respect to Companies
Other Than S-2 or S-3 Companies ..... Summary; The Merger; Wavefront
Technologies, Inc.; Selected
Historical and Pro Forma
Financial Data; Market Price and
Dividend Information; Pro Forma
Combined Condensed Financial
Information; Index to Financial
Statements
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations are to be Solicited... Facing Page; Outside Front Cover
Page of Proxy
Statement/Prospectus; Summary;
The Special Meeting; The Merger;
The Merger Agreement and Related
Agreements; Adoption and
Approval of Employee Stock
Purchase Plan; Comparison of
Shareholders' Rights; Wavefront
Technologies, Inc.; Shareholder
Proposals
19. Information if Proxies, Consents or
Authorizations are not to be
Solicited or in an Exchange Offer.... *
- --------
* Omitted because inapplicable or answer is negative.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 1933. The Registrant's Restated
Certificate of Incorporation and Amended and Restated Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant has entered into Indemnification Agreements with its executive
officers and directors. The Registrant has also purchased and maintains
insurance for its officers, directors, employees or agents against liabilities
which an officer, a director, an employee or an agent may incur in his capacity
as such.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 --Agreement and Plan of Merger and Reorganization, dated as of
February 6, 1995, by and among the Registrant, S Acquisition
Corporation and Wavefront Technologies, Inc. (incorporated by
reference to Annex A to the Proxy Statement/Prospectus included as
part of this Registration Statement).
2.2 --Amendment Agreement, dated May 9, 1995, by and among the Registrant,
S Acquisition Corporation and Wavefront Technologies, Inc.
(incorporated by reference to Annex A to the Proxy
Statement/Prospectus included as part of this Registration
Statement).
2.3 --Agreement and Plan of Acquisition and Arrangement, dated as of
February 6, 1995, by and among the Registrant, 1103707 Ontario Inc.,
Silicon Graphics Manufacturing S.A. and Alias Research Inc.
(incorporated by reference from the Registrant's Current Report on
Form 8-K, dated February 13, 1995).
5.1 --Opinion of Shearman & Sterling as to the legality of the
Registrant's Common Stock being registered hereby.
8.1 --Tax opinion of Shearman & Sterling.
8.2 --Tax opinion of Wilson, Sonsini, Goodrich & Rosati.
23.1 --Consent of Shearman & Sterling with respect to the legality of
securities being registered (contained in Exhibit 5.1).
23.2 --Consent of Shearman & Sterling with respect to certain tax matters
(contained in Exhibit 8.1).
23.3 --Consent of Wilson, Sonsini, Goodrich & Rosati with respect to
certain tax matters (contained in Exhibit 8.2).
23.4 --Consent of Ernst & Young, LLP, independent auditors with respect to
financial statements of the Registrant.
23.5 --Consent of Arthur Andersen, LLP, independent auditors with respect
to financial statements of Wavefront Technologies, Inc.
23.6 --Consent of KPMG Peat Marwick Thorne, independent auditors with
respect to financial statements of Alias Research Inc.
23.7 --Consent of Deloitte & Touche, independent auditors with respect to
financial statements of Alias Research Inc.
23.8* --Consent of Volpe, Welty & Company with respect to its fairness
opinion.
24.1 --Power of Attorney.
</TABLE>
- --------
* Filed herewith.
II-1
<PAGE>
(b) Financial Statement Schedules
SILICON GRAPHICS, INC.
The following schedules are incorporated by reference to Item 14 of SGI's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994:
SCHEDULE DESCRIPTION
-------- -----------
I --Marketable Securities
II --Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees Other Than Related Parties
VIII --Valuations and Qualifying Accounts
X --Supplementary Income Statement Information
ALIAS RESEARCH INC.
The following schedule is incorporated by reference to Item 14 of Alias'
Annual Report on Form 10-K for the fiscal year ended January 31, 1995:
SCHEDULE DESCRIPTION
-------- -----------
II --Valuations and Qualifying Accounts
Other financial statement schedules have been omitted since they are either
not required, not applicable, or the required information is shown in the
consolidated financial statements or notes thereto.
(c) Reports, Opinions and Appraisals
The opinion of Volpe, Welty & Company (attached as Annex C to the Proxy
Statement/Prospectus filed as a part of this Registration Statement).
ITEM 22. 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) 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 of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of
II-2
<PAGE>
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of the Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that such a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(f) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 THE 10TH DAY OF MAY, 1995.
Silicon Graphics, Inc.
/s/ EDWARD R. MCCRACKEN
By__________________________________
EDWARD R. MCCRACKEN CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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
/s/ EDWARD R. MCCRACKEN Chairman, Chief May 10, 1995
- ------------------------------------- Executive Officer
EDWARD R. MCCRACKEN and Director
(Principal
Executive Officer)
President, Chief May 10, 1995
/s/ THOMAS A. JERMOLUK* Operating Officer
- ------------------------------------- and Director
THOMAS A. JERMOLUK
President, Silicon May 10, 1995
/s/ ROBERT R. BISHOP* Graphics World
- ------------------------------------- Trade Corporation,
ROBERT R. BISHOP and Director
Senior Vice May 10, 1995
/s/ STANLEY J. MERESMAN* President, Finance
- ------------------------------------- and Chief Financial
STANLEY J. MERESMAN Officer (Principal
Financial Officer)
Vice President, May 10, 1995
/s/ THOMAS J. OSWOLD* Finance and
- ------------------------------------- Treasurer
THOMAS J. OSWOLD
Vice President, May 10, 1995
/s/ DENNIS P. MCBRIDE* Controller
- ------------------------------------- (Principal
DENNIS P. MCBRIDE Accounting Officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ ALLEN F. JACOBSON* Director May 10, 1995
- -------------------------------------
ALLEN F. JACOBSON
/s/ C. RICHARD KRAMLICH* Director May 10, 1995
- -------------------------------------
C. RICHARD KRAMLICH
/s/ JAMES A. MCDIVITT* Director May 10, 1995
- -------------------------------------
JAMES A. MCDIVITT
/s/ MARK W. PERRY* Director May 10, 1995
- -------------------------------------
MARK W. PERRY
/s/ LUCILLE SHAPIRO* Director May 10, 1995
- -------------------------------------
LUCILLE SHAPIRO
/s/ JAMES G. TREYBIG* Director May 10, 1995
- -------------------------------------
JAMES G. TREYBIG
/s/ WILLIAM M. KELLY
*By
----------------------------------
WILLIAM M. KELLY
ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT 23.8
CONSENT OF VOLPE, WELTY & COMPANY
We hereby consent to the inclusion of our opinion letter dated February 6,
1995 to the Board of Directors of Wavefront Technologies, Inc. ("Wavefront") as
Annex C to the Proxy Statement/Prospectus relating to the proposed merger of S
Acquisition Corporation, a wholly owned subsidiary of Silicon Graphics, Inc.
with and into Wavefront, and to the references to such opinion in such Proxy
Statement/Prospectus under the captions "Summary--Recommendation; Fairness
Opinion" and "The Merger--Opinion of Wavefront's Financial Advisor." In giving
such consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations issued by the Securities and Exchange Commission
thereunder.
VOLPE, WELTY & COMPANY
May 10, 1995
