<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1996.
Registration No. ________________
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)
-------------------
EMPLOYEE STOCK PURCHASE PLAN
DIRECTORS' STOCK OPTION 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
===============================================================================
Proposed
Proposed maximum maximum Amount of
Title of Securities Amount to be offering price aggregate registration
to be registered registered (1) per unit (2) offering price fee
- -------------------------------------------------------------------------------
Common Stock, 8,800,000
$0.001 par value shares $18.875 $166,100,000 $50,333.33
===============================================================================
(1) Excludes shares reserved under the Registrant's Employee Stock
Purchase Plan and Directors' Stock Option Plan on Form S-8 Registration
Statements (Registration Nos. 33-11703, 33-18717, 33-260003, 33-34919,
33-38536, 33-65190 and 33-50999).
(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
November 6, 1996.
<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, 1996, 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 Registration Statement on Form 8-A, as
amended on Form 8-A/A, filed November 1, 1995, 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 Employee Stock Purchase Plan, as amended and restated as of
October 30, 1996.
4.2* Directors' Stock Option Plan and form of Stock Option Agreement
as amended as of October 31, 1994.
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, 1994, 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
II-2
<PAGE>
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 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 November 12, 1996.
SILICON GRAPHICS, INC.
By: /s/ 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, 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 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 November 12, 1996
- -------------------------- and Chief Executive
Edward R. McCracken Officer
(Principal Executive
Officer)
Robert R. Bishop Chairman of the Board, November 12, 1996
- -------------------------- Silicon Graphics World
Robert R. Bishop Trade Corporation and
Director
Stanley J. Meresman Senior Vice President, November 12, 1996
- -------------------------- Finance and Chief
Stanley J. Meresman Financial Officer
(Principal Financial
Officer)
Dennis P. McBride Vice President, November 12, 1996
- -------------------------- Controller
Dennis P. McBride (Principal Accounting
Officer)
Allen F. Jacobson Director November 12, 1996
- --------------------------
Allen F. Jacobson
C. Richard Kramlich Director November 12, 1996
- --------------------------
C. Richard Kramlich
II-5
<PAGE>
Signature Title Date
- -------------------------- --------------------------- ----------------
Robert A. Lutz Director November 12, 1996
- --------------------------
Robert A. Lutz
James A. McDivitt Director November 12, 1996
- --------------------------
James A. McDivitt
Lucille Shapiro Director November 12, 1996
- --------------------------
Lucille Shapiro
Robert B. Shapiro Director November 12, 1996
- --------------------------
Robert B. Shapiro
James G. Treybig Director November 12, 1996
- --------------------------
James G. Treybig
II-6
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan and the Directors' Stock
Option Plan of Silicon Graphics, Inc. of our report dated July 19, 1996 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, 1996 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
November 12, 1996
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Employee Stock Purchase Plan, as amended and
restated as of October 30, 1996.
4.2* Directors' Stock Option Plan and form of Stock
Option Agreement as amended as of October 31,
1994.
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, 1994, filed pursuant to
Section 13 of the Exchange Act.
II-8
<PAGE>
SILICON GRAPHICS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated as of October 30, 1996)
The following constitutes the provisions of the Employee Stock Purchase
Plan (herein called the "Plan") of Silicon Graphics, Inc. (herein called the
"Company").
1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through payroll deductions. It is the intention of the
Company that the Plan qualify as an "Employee Stock Purchase Plan" under Section
423 of the Internal Revenue Code of 1986. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock, $0.001 par value, of the
Company.
(d) "Compensation" means base pay, plus any amounts attributable to
overtime, shift premium, incentive compensation, bonuses and commissions
(exclusive of "spot bonuses" and any other such item specifically directed for
all Employees by the Board or its committee).
(e) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or re-employment upon the expiration of such leave is
guaranteed by contract or statute.
(f) "Designated Subsidiaries" means the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
(g) "Employee" means any person, including an officer, who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.
(h) "Exercise Date" means the last business day of each Exercise
Period in an Offering Period.
<PAGE>
(i) "Exercise Period" means a six-month period commencing on an
Offering Date or on the first business day after any Exercise Date in an
Offering Period.
(j) "Offering Date" means the first day of each Offering Period of
the Plan.
(k) "Offering Period" means a period of twenty-four (24) months
consisting of four six-month Exercise Periods during which options granted
pursuant to the Plan may be exercised.
(l) "Subsidiary" means any corporation, domestic or foreign, in which
the Company owns, directly or indirectly, 50% or more of the voting shares.
3. ELIGIBILITY.
(a) GENERAL RULE. Any person who is an Employee, as defined in
paragraph 2, on the Offering Date of a given Offering Period shall be eligible
to participate in such Offering Period under the Plan, subject to the
requirements of paragraph 5(a) and the limitations imposed by Section 423(b) of
the Code.
(b) EXCEPTIONS. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan if (i)
immediately after the grant, such Employee (or any other person whose stock
ownership would be attributed to such Employee pursuant to Section 425(d) of the
Code) would own shares and/or hold outstanding options to purchase shares
possessing five percent (5%) or more of the total combined voting power or value
of all classes of shares of the Company or of any subsidiary of the Company, or
(ii) the rate of withholding under such option would permit the employee's
rights to purchase shares under all employee stock purchase plans (described in
Section 423 of the Code) of the Company and its subsidiaries to accrue (i.e.,
become exercisable) at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of fair market value of such shares (determined at the time such
option is granted) for each calendar year in which such option is outstanding at
any time.
4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on or about each May 1
and November 1. The Board of Directors of the Company shall have the power to
change the duration of Offering Periods with respect to future offerings without
stockholder approval, if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.
5. PARTICIPATION.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the form
provided
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by the Company and filing it with the Company's payroll office not less than 15
days prior to the Offering Date of the first Offering Period with respect to
which it is to be effective, unless a later time for filing the subscription
agreement is set for all eligible Employees with respect to such Offering
Period. Once enrolled, the Employee remains enrolled in each subsequent
Offering Period of the Plan at the designated payroll deduction unless the
Employee withdraws by providing the Company with a written Notice of Withdrawal
or files a new subscription agreement prior to the applicable Offering Date
changing the Employee's designated payroll deduction. An eligible Employee may
participate in only one Offering Period at a time.
(b) Payroll deductions for a participant shall commence with the
first payroll following the Offering Date, or the first payroll following the
date of valid filing of the subscription agreement, whichever is later, and
shall end when terminated by the participant as provided in paragraph 10.
6. PAYROLL DEDUCTIONS.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each payday
during all subsequent Offering Periods at a rate not exceeding ten percent
(10%), or such other rate as may be determined from time to time by the Board,
of the Compensation which he or she would otherwise receive on such payday
without regard to deferral elections, provided that the aggregate of such
payroll deductions during any Offering Period shall not exceed ten percent
(10%), or such other percentage as may be determined from time to time by the
Board, of the aggregate Compensation which he or she would otherwise have
received during said Offering Period.
(b) All payroll deductions authorized by a participant shall be
credited to his or her account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his or her participation in the
Plan as provided in paragraph 10, or may change the rate of his or her payroll
deductions during an Offering Period by completing and filing with the Company a
new authorization for payroll deduction, provided that the Committee or Board
may, in its discretion, impose reasonable and uniform restrictions on
participants' ability to change the rate of payroll deductions. The change in
rate shall be effective no later than fifteen (15) days following the Company's
receipt of the new authorization. A participant may decrease or increase the
amount of his or her payroll deductions as of the beginning of an Offering
Period by completing and filing with the Company, at least fifteen (15) days
prior to the beginning of such Offering Period, a new payroll deduction
authorization.
(d) Notwithstanding the foregoing, to the extent necessary, but only
to such extent, to comply with Section 423(b)(8) of the Code and paragraph 3(b)
herein, a participant's payroll deductions may be automatically decreased to 0%
at such time during any Exercise Period which is scheduled to end in the current
calendar year that the
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<PAGE>
aggregate of all payroll deductions accumulated with respect to the applicable
Offering Period and any other Offering Period ending within the same calendar
year equals $21,250. Payroll deductions shall recommence at the rate provided
in such participant's subscription agreement at the beginning of the next
succeeding Exercise Period, unless terminated by the participant as provided in
paragraph 10.
7. GRANT OF OPTION.
(a) On each Offering Date, each participant shall be granted an
option to purchase on each Exercise Date (at the per share option price) a
number of full shares of the Company's Common Stock arrived at by dividing such
participant's total payroll deductions to be accumulated prior to such Exercise
Date and retained in the participant's account as of the Exercise Date by the
lower of (i) eighty-five percent (85%) of the fair market value of a share of
the Company's Common Stock at the Offering Date, or (ii) eighty-five percent
(85%) of the fair market value of a share of the Company's Common Stock at the
Exercise Date; provided, however, that the maximum number of shares a
participant may purchase during each Offering Period shall be determined by
(i) dividing $50,000 by the fair market value of a share of the Company's Common
Stock on the Offering Date or (ii) if less, by the "Maximum Cap" set for such
Offering Period; and provided further that such purchase shall be subject to the
limitations set forth in Paragraphs 3(b) and 12 hereof. The "Maximum Cap" for
each Offering Period shall be the number of shares purchasable under the Plan
during that Offering Period with the maximum payroll deductions permitted by
paragraph 6(e) hereof, based upon the fair market value of the Common Stock at
the beginning of the Offering Period. The fair market value of a share of the
Company's Common Stock shall be determined as provided in paragraph 7(b) herein.
(b) The option price per share of such shares shall be the lower of:
(i) eighty-five percent (85%) of the fair market value of a share of the Common
Stock of the Company at the Offering Date; or (ii) eighty-five percent (85%) of
the fair market value of a share of the Common Stock of the Company at the
Exercise Date. The fair market value of the Company's Common Stock on said
dates shall be determined by the Company's Board of Directors, based upon such
factors as the Board determines relevant; provided, however, that if there is a
public market for the Common Stock, the fair market value of a share of Common
Stock on a given date shall be the reported bid price for the Common Stock as of
such date; or, in the event that the Common Stock is listed on a national
securities exchange, the fair market value of a share of Common Stock shall be
the closing price on the exchange as of such date.
8. EXERCISE OF OPTION. Unless a participant withdraws from the Offering
Period as provided in paragraph 10, his or her option for the purchase of shares
will be exercised automatically at each Exercise Date, and the maximum number of
full shares subject to option will be purchased at the applicable option price
with the accumulated payroll deductions in his or her account. The shares
purchased upon exercise of an option hereunder shall be deemed to be transferred
to the participant on the Exercise Date.
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<PAGE>
During his or her lifetime, a participant's option to purchase shares hereunder
is exercisable only by the participant.
9. DELIVERY. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange for the shares purchased upon
exercise of his or her option to be electronically credited to the participant's
designated brokerage account at one of the securities brokerage firms
participating in the Company's direct deposit program from time to time. Any
cash remaining to the credit of a participant's account under the Plan after a
purchase by him or her of shares at the Exercise Date of each Offering Period
which merely represents a fractional share shall be credited to the
participant's account for the next subsequent Offering Period; any additional
cash shall be returned to said participant.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A participant may withdraw all, but not less than all, the
payroll deductions credited to his or her account under the Plan at any time
prior to an Exercise Date by giving written notice to the Company on a form
provided for such purpose. If the participant withdraws from the Offering
Period, all of the participant's payroll deductions credited to his or her
account will be paid to the participant as soon as practicable after receipt of
the notice of withdrawal and his or her option for the current Offering Period
will be automatically canceled, and no further payroll deductions for the
purchase of shares will be made during such Offering Period or subsequent
Offering Periods, except pursuant to a new subscription agreement filed in
accordance with paragraph 6 hereof.
(b) Upon termination of the participant's Continuous Status as an
Employee prior to an Exercise Date of an Offering Period for any reason,
including retirement or death, the payroll deductions accumulated in his or her
account will be returned to him or her as soon as practicable after such
termination or, in the case of death, to the person or persons entitled thereto
under paragraph 14, and his or her option will be automatically canceled.
(c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during an
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan, and the payroll deductions credited
to his or her account will be returned to the participant and the option
canceled.
(d) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in a succeeding Offering
Period or in any similar plan which may hereafter be adopted by the Company.
11. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. In the event that
the fair market value of the Company's Common Stock is lower on the first day of
an Exercise Period (the "Subsequent Exercise Period") than it was on the first
Offering Date
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for that Offering Period (the "Initial Offering Period"), all Employees
participating in the Plan on the first day of the Subsequent Exercise Period
shall be deemed to have withdrawn from the Initial Offering Period on the first
day of the Subsequent Exercise Period and to have enrolled as participants in a
new Offering Period which begins on or about that day. A participant may elect
to remain in the Initial Offering Period by filing a written statement declaring
such election with the Company prior to the time of the automatic change to the
new Offering Period.
12. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. STOCK.
(a) The maximum number of shares of the Company's Common Stock which
shall be reserved for sale under the Plan shall be 20,960,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
paragraph 19. The shares to be sold to participants in the Plan may be, at the
election of the Company, either treasury shares or shares authorized but
unissued. If the total number of shares which would otherwise be subject to
options granted pursuant to paragraph 7(a) hereof on the Offering Date of an
Offering Period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform and equitable a manner as is
practicable. In such event, the Company shall give written notice of such
reduction of the number of shares subject to the option to each participant
affected thereby and shall return any excess funds accumulated in each
participant's account as soon as practicable after the affected Exercise Date of
such Offering Period.
(b) The participant will have no interest or voting rights in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
credited electronically to a brokerage account in the name of the participant at
one of the brokerage firms participating from time to time in the Company's
direct deposit program.
14. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company or a committee (the "Committee") appointed by the
Board. The administration, interpretation or application of the Plan by the
Board or the Committee shall be final, conclusive and binding upon all
participants. Members of the Board or the Committee who are eligible employees
are permitted to participate in the Plan, provided that:
(a) Members of the Board who participate in the Plan may not vote on
any matter affecting the administration of the Plan or the grant of any option
pursuant to the Plan.
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<PAGE>
(b) If a Committee is established to administer the Plan, no member
of the Board who participates in the Plan may be a member of the Committee.
15. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who
is to receive shares and/or cash, if any, from the participant's account under
the Plan in the event of such participant's death at a time when cash or shares
are held for his or her account.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant in
the absence of a valid designation of a beneficiary who is living at the time of
such participant's death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the participant; or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may reasonably designate.
16. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in paragraph 15 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
17. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. REPORTS. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees as
soon as practicable following each Exercise Date. Such statements will set
forth the amounts of payroll deductions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, stock dividend,
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<PAGE>
combination or reclassification of the Common Stock or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to option.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable, and the option will terminate upon the expiration of
such period.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.
20. AMENDMENT OR TERMINATION. The Board of Directors of the Company may
at any time and for any reason terminate or amend the Plan. Except as provided
in paragraph 19, no such termination will affect options previously granted.
Except as provided in paragraph 19, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. In addition, to the extent necessary, but only to such extent, to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
or with Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval of
an amendment in such a manner and to such a degree as so required.
21. NOTICES. All notices or other communications by a participant to the
Company in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
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<PAGE>
designated by the Company for the receipt thereof. Notices given by means of
the Company's OnLine HR system will be deemed to be written notices under the
Plan.
22. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve months before or after
the date the Plan is adopted. Such stockholder approval shall be obtained in
the manner and degree required under the Delaware General Corporate Law.
23. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, if required by applicable
securities laws, the Company may require the participant for whose account the
option is being exercised to represent and warrant at the time of such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.
24. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in paragraph 22. It shall continue in
effect for a term of twenty (20) years unless sooner terminated under paragraph
20.
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<PAGE>
[SILICONGRAPHICS LOGO]
EXHIBIT 5.1
November 12, 1996
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 Exchange Commission on or
about November 12, 1996 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of 8,800,000
shares of the Company's common stock, par value $0.001 per share, to be
issued pursuant to the Employee Stock Purchase Plan and the Directors' Stock
Option 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 Plans.
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 Plans, 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,
/s/ Sandra M. Escher
Sandra M. Escher
Director of Corporate Legal Services
