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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-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 N. 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 securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration file number to which this form relates 333-32379
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(if applicable)
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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5 1/4% Senior New York Stock Exchange
Convertible Notes
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to Be Registered.
The description of the Registrant's 5 1/4% Senior Convertible Notes
set forth under the heading "Description of Senior Notes" in the Registration
Statement on Form S-4 (Registration No. 333-32379), as amended (the
"Registration Statement"), filed by the Registrant with the Securities and
Exchange Commission, is hereby incorporated by reference herein.
Item 2. Exhibits.
Exhibit No.
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1 Form of Senior Note (included as an Appendix to the Form of
Indenture between the Registrant and State Street Bank and Trust
Company of California, N.A. ("State Street Bank") which Form of
Indenture is incorporated by reference to Exhibit 4.1 of the
Registration Statement).
2.1 Form of Indenture between the Registrant and State Street Bank,
as trustee (incorporated by reference to Exhibit 4.1 of the
Registration Statement).
2.2 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1994).
2.3 By-Laws of the Registrant, as amended (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996).
2.4 Amended and Restated Preferred Shares Rights Agreement, dated
as of May 6, 1992 (the "Rights Agreement"), between the Registrant
and State Street Bank, as successor rights agent (incorporated by
reference to Exhibit 4.5 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1992).
2.5 First Amendment to the Rights Agreement, dated as of May 2,
1995, between the Registrant and State Street Bank, as successor
rights agent (incorporated by reference to Exhibit 4.7 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995).
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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.
Date: September 4, 1997 By: /s/William M. Kelly
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Name: William M. Kelly
Title: Senior Vice President, Corporate
Operations
