<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1995
REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SILICON GRAPHICS, INC.
(Exact name of the Registrant as specified in its charter)
---------------
DELAWARE 94-2789662
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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)
---------------
Copy to:
MICHAEL J. KENNEDY
SHEARMAN & STERLING
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 616-1100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED(1) REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value (including
associated Preferred Share Purchase Rights).... 932,023 Shares(2) $36.50(3) $34,018,840(3) $11,731(3)
- -------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) This Registration Statement relates to securities of the Registrant
issuable upon conversion of the exchangeable non-voting shares (the
"Convertible Shares") of Silicon Graphics Canada Limited, the continuing
corporation ("SGC Limited") that will result from the amalgamation of Alias
Research Inc., an Ontario corporation, Silicon Graphics Canada, Inc. and
1103707 Ontario Inc., both Ontario corporations and subsidiaries of the
Registrant, and be a subsidiary of the Registrant.
(2) Based upon the Registrant's estimate of the number of Convertible Shares to
be issued in the Acquisition.
(3) Pursuant to Rule 457(c), the registration fee was computed on the basis of
the average of the high and low prices of the Registrant's Common Stock on
the New York Stock Exchange on May 11, 1995.
---------------
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.
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<PAGE>
PROSPECTUS
[LOGO OF SILICON GRAPHICS]
932,023 SHARES
SILICON GRAPHICS, INC.
COMMON STOCK
PAR VALUE $0.001
The shares of Silicon Graphics, Inc. common stock, par value $0.001
("Shares"), to which this Prospectus relates are issuable upon conversion of
the exchangeable non-voting shares (the "Convertible Shares") of Silicon
Graphics Canada Limited ("SGC Limited"), a subsidiary of Silicon Graphics, Inc.
(the "Corporation" or "SGI"), issued in connection with the acquisition of
Alias Research Inc. ("Alias") by SGI under the Business Corporations Act
(Ontario). Convertible Shares may be converted into Shares at the option of the
holder, at any time prior to June 15, 2006 for an amount equal to the market
price of SGI's common stock (the "SGI Market Price") plus an additional amount
equal to the full amount of declared and unpaid dividends on the Convertible
Shares plus all dividends declared on the Shares which have not been declared
on the Convertible Shares (the "Dividend Amount", and together with the SGI
Market Price, the "Convertible Share Price"), which shall be satisfied by SGC
Limited causing to be delivered to such holder one Share for each such
Convertible Share and paying to such holder the Dividend Amount.
The outstanding shares of the Corporation's Common Stock, par value $0.001
("SGI Common Stock"), are, and the Shares offered hereby will be, listed on the
New York Stock Exchange. On May 16, 1995, the closing price of SGI Common Stock
as reported on the New York Stock Exchange was $36.875 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is May 17, 1995.
<PAGE>
AVAILABLE INFORMATION
SGI is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material also can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Prospectus:
1. SGI's Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
2. SGI's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1994.
3. SGI's Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1994.
4. SGI's Quarterly Report or Form 10-Q for the fiscal quarter ended March 31,
1995.
5. SGI's Current Report on Form 8-K filed on February 13, 1995.
6. The description of SGI's capital stock contained in SGI's Registration
Statement on Form 8-B filed on March 16, 1990.
7. The description of SGI's Preferred Share Purchase Rights contained in SGI's
amendment on Form 8 to Registration Statement on Form 8-A, filed November
12, 1992.
All documents filed by SGI pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to June 15, 2006
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (WITHOUT EXHIBITS, UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR DOCUMENTS SHOULD BE DIRECTED TO SILICON
GRAPHICS, INC., 2011 NORTH SHORELINE BOULEVARD, MOUNTAIN VIEW, CALIFORNIA
94043-1389, ATTENTION: INVESTOR RELATIONS, MAIL STOP 645 (TELEPHONE: (415) 390-
2607).
USE OF PROCEEDS
Because the Shares will be issued upon conversion of the Convertible Shares,
the Corporation and its consolidated subsidiaries will receive no net cash
proceeds upon such issuance.
2
<PAGE>
PLAN OF DISTRIBUTION
No broker, dealer or underwriter has been engaged in connection with the
offering of the Shares covered hereby. The share conversion price of the
Convertible Shares was determined in arms-length negotiations in February 1995
between SGI and Alias.
DESCRIPTION OF CONVERSION FEATURES
Set forth below is a summary of the conversion features of the Convertible
Shares.
Pursuant to the share provisions of the Convertible Shares, subject to
applicable law and the overriding retraction call rights of Silicon Graphics
Manufacturing S.A., a Swiss-incorporated subsidiary of SGI ("Holdco"),
described below, holders of Convertible Shares shall be entitled at any time to
require SGC Limited to redeem any or all such Convertible Shares and to
receive, for each Convertible Share, the Convertible Share Price, which shall
be satisfied by SGC Limited causing to be delivered to such holder one Share
for each such Convertible Share and paying to such holder the Dividend Amount.
Holders of Convertible Shares may effect such retraction by presenting a
certificate or certificates to SGC Limited or its transfer agent representing
the number of Convertible Shares the holder desires to retract, together with a
written request (a "Retraction Request") as described in the letter of
transmittal specifying the number of Convertible Shares the holder wishes to
retract and the date upon which the holder desires to receive the Shares (which
date shall be not less than five business days nor more than ten business days
after the date on which such Retraction Request is received by SGC Limited)
(the "Retraction Date") and acknowledging the overriding retraction call right
of Holdco described below and such other documents as may be required to effect
the retraction of the Convertible Shares.
Upon receipt of a Retraction Request, SGC Limited shall immediately notify
SGI and Holdco of such request. SGI or Holdco shall thereafter have two
business days in which to notify SGC Limited that Holdco intends to exercise
its overriding retraction call right to purchase all, but not less than all, of
the Convertible Shares submitted by the holder thereof. The purchase price for
each such Convertible Share purchased by Holdco shall be the Convertible Share
Price, and shall be satisfied by Holdco causing to be delivered to such holder
one Share for each such Convertible Share and paying to such holder the
Dividend Amount.
Pursuant to the share provisions of the Convertible Shares, subject to
applicable law and the redemption call rights of Holdco described below, on
June 15, 2006 (the "Final Redemption Date") SGC Limited shall redeem all, but
not less than all, of the then outstanding Convertible Shares by payment of,
for each Convertible Share, the Convertible Share Price, which shall be
satisfied by SGC Limited causing to be delivered to such holder one Share for
each such Convertible Share and paying to such holder the Dividend Amount.
In addition, Holdco shall have the overriding redemption call right,
notwithstanding any proposed redemption of the Convertible Shares by SGC
Limited as outlined above, to unilaterally purchase on the Final Redemption
Date all, but not less than all, of the outstanding Convertible Shares by
payment of, for each Convertible Share, the Convertible Share Price, which
shall be satisfied by Holdco causing to be delivered to such holder one Share
for each such Convertible Share and paying to such holder the Dividend Amount.
SGC Limited shall, at least 120 days before the Final Redemption Date,
provide SGI and each holder of Convertible Shares with written notice of SGC
Limited's redemption of the Convertible Shares or Holdco's exercise of Holdco's
overriding redemption call right, as the case may be.
The Convertible Share Price is subject to adjustment in certain events,
including: (a) the issuance of SGI Common Stock as a dividend or distribution
on SGI Common Stock to all or substantially all of the then outstanding holders
of SGI Common Stock (other than an issue of SGI Common Stock to holders of SGI
Common Stock who exercise an option to receive dividends in SGI Common Stock in
lieu of receiving cash
3
<PAGE>
dividends); (b) the issuance to the holders of all or substantially all of the
then outstanding SGI Common Stock of rights, options or warrants entitling them
to subscribe for or purchase SGI Common Stock; and (c) the issuance or
distribution to holders of all or substantially all of the then outstanding SGI
Common Stock of (1) shares or securities of SGI of any class other than SGI
Common Stock (other than shares convertible into or exchangeable for or
carrying rights to acquire SGI Common Stock), (2) rights, options or warrants
other than those referred to in (b) above, (3) evidences of indebtedness or (4)
assets of SGI.
SGC Limited is obligated to make the same or an economically equivalent
change to, or in the rights of the holders of, the Convertible Shares in the
event of any (a) subdivision, redivision or change of the then outstanding SGI
Common Stock into a greater number of shares; (b) reduction, combination,
consolidation or change of the then outstanding SGI Common Stock into a lesser
number of shares; or (c) reclassification, or other change, amalgamation,
merger, reorganization or other transaction affecting the SGI Common Stock.
The record date for any of the foregoing events, or the effective date for
such event (if no record date is applicable), will not be earlier than 20
business days after the date on which such event is declared or announced by
SGI, and notice thereof is given to SGC Limited.
EXPERTS
The consolidated financial statements of SGI at June 30, 1994 and 1993, and
for each of the three years in the period ended June 30, 1994, which have been
incorporated by reference in this Prospectus, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for SGI by
Shearman & Sterling, San Francisco, California.
4
<PAGE>
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED TO DO SO
OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
-----------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information....................................................... 2
Incorporation of Certain
Documents by Reference..................................................... 2
Use of Proceeds............................................................. 2
Plan of Distribution........................................................ 3
Description of Conversion Features.......................................... 3
Experts..................................................................... 4
Legal Matters............................................................... 4
</TABLE>
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[LOGO OF SILICON GRAPHICS]
SILICON GRAPHICS, INC.
932,023 SHARES
COMMON STOCK
PAR VALUE $0.001
-----------------
PROSPECTUS
-----------------
MAY 17, 1995
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1)
<TABLE>
<S> <C>
Registration Fee............................................... $11,731(2)
Legal Fees..................................................... 15,000
Printing and Engraving......................................... 5,000
Fees of Accountants............................................ 3,000
Blue Sky Fees and Expenses..................................... 15,000
Stock Exchange Listing Fees.................................... 3,500
Other.......................................................... 0
-------
Total........................................................ 52,731
</TABLE>
- --------
(1) All amounts, other than the registration fee, are estimated and are subject
to future contingencies.
(2) See footnote (3) from facing page of Registration Statement.
ITEM 15. 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 16. 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>
4.1(/1/) Restated Certificate of Incorporation of Registrant, dated November
7, 1994.
4.2(/1/) Amended and Restated Bylaws of Registrant, dated November 1, 1994.
4.3(/2/) Amended and Restated Preferred Shares Rights Agreement, dated as of
May 6, 1992 between the Registrant 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.
4.4(/3/) First Amendment to Rights Agreement dated as of May 2, 1995 between
the Registrant and The First National Bank of Boston.
5.1* Opinion of Shearman & Sterling as to the legality of the Registrant's
Common Stock being registered hereby.
23.1* Consent of Shearman & Sterling with respect to the legality of
securities being registered (contained in Exhibit 5.1).
23.2* Consent of Ernst & Young, LLP, independent auditors with respect to
financial statements of the Registrant.
24.1* Power of Attorney (included on pages II-3 and II-4).
</TABLE>
II-1
<PAGE>
- --------
*Filed herewith.
(/1/) Incorporated by reference to exhibits to the Registrant's Quarterly Report
on Form 10-Q for the period ended September 30, 1994.
(/2/) Incorporated by reference to exhibits to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1992.
(/3/) Incorporated by reference to exhibits to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1995.
ITEM 17. 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.
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into 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 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) 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.
II-2
<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 17TH DAY OF MAY, 1995.
SILICON GRAPHICS, INC.
By /s/ EDWARD R. McCRACKEN
-----------------------------
Edward R. McCracken
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward R. McCracken, Stanley J. Meresman and
William M. Kelly, jointly and severally, his or her attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities to
sign any amendments to the 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ EDWARD R. McCRACKEN Chairman, Chief Executive May 17, 1995
- ------------------------------------ Officer and Director (Principal
Edward R. McCracken Executive Officer)
/s/ THOMAS A. JERMOLUK President, Chief Operating May 17, 1995
- ------------------------------------ Officer and Director
Thomas A. Jermoluk
/s/ ROBERT R. BISHOP President, Silicon Graphics May 17, 1995
- ------------------------------------ World Trade Corporation,
Robert R. Bishop and Director
/s/ STANLEY J. MERESMAN Senior Vice President, Finance May 17, 1995
- ------------------------------------ and Chief Financial Officer
Stanley J. Meresman (Principal Financial Officer)
/s/ THOMAS J. OSWOLD Vice President, Finance and May 17, 1995
- ------------------------------------ Treasurer
Thomas J. Oswold
/s/ DENNIS P. McBRIDE Vice President, Controller May 17, 1995
- ------------------------------------ (Principal Accounting Officer)
Dennis P. McBride
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ALLEN F. JACOBSON Director May 17, 1995
- ------------------------------------
Allen F. Jacobson
/s/ C. RICHARD KRAMLICH Director May 17, 1995
- ------------------------------------
C. Richard Kramlich
/s/ JAMES A. McDIVITT Director May 17, 1995
- ------------------------------------
James A. McDivitt
/s/ MARK W. PERRY Director May 17, 1995
- ------------------------------------
Mark W. Perry
/s/ LUCILLE SHAPIRO Director May 17, 1995
- ------------------------------------
Lucille Shapiro
/s/ JAMES G. TREYBIG Director May 17, 1995
- ------------------------------------
James G. Treybig
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
May 17, 1995
SILICON GRAPHICS, INC.
2011 N. Shoreline Boulevard
Mountain View, California 94043-1389
SILICON GRAPHICS, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
As counsel to Silicon Graphics, Inc., a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the registration by the
Company pursuant to the above-referenced Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended, of
the shares of the Company's Common Stock, $.001 par value (the "Shares"), to be
issued upon conversion of the exchangeable non-voting shares (the "Convertible
Shares") of Silicon Graphics Canada Limited, the continuing corporation that
will result from the amalgamation of Alias Research Inc., an Ontario
corporation, Silicon Graphics Canada, Inc. and 1103707 Ontario Inc., both
Ontario corporations and subsidiaries of the Company, and be a subsidiary of
the Company.
As such counsel and in connection with the opinion expressed below, we have
examined copies of the Registration Statement, the Company's Restated Articles
of Incorporation dated November 7, 1994, as amended, the Company's Amended and
Restated By-Laws, certificates of public officials and officers of the Company,
and such other documents, instruments and records as we have deemed necessary
or appropriate as a basis for the opinion expressed below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been
validly authorized and, when issued upon conversion of the Convertible Shares,
as described in the Registration Statement, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" therein.
Very truly yours,
SHEARMAN & STERLING
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of Silicon Graphics,
Inc. for the registration of 932,023 shares of its common stock and to the
incorporation by reference therein of our report dated July 18, 1994, with
respect to the consolidated financial statements of Silicon Graphics, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1994 and the related financial statement schedules included therein
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
May 17, 1995
