<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997
REGISTRATION NO. 333-35439
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
FORM S-3
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 NO.)
2011 N. SHORELINE BLVD.
MOUNTAIN VIEW, CALIFORNIA 94043-1389
(650) 960-1980
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
SANDRA M. ESCHER
DIRECTOR, CORPORATE LEGAL SERVICES
SILICON GRAPHICS, INC.
2011 N. SHORELINE BLVD.
MOUNTAIN VIEW, CALIFORNIA 94043-1389
(650) 960-1980
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPY TO:
WILLIAM H. HINMAN, JR.
SHEARMAN & STERLING
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 616-1100
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
FROM TIME TO TIME 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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
please 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.
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<PAGE>
PROSPECTUS
2,965,224 SHARES
SILICON GRAPHICS, INC.
[LOGO]
COMMON STOCK
(PAR VALUE $0.001 PER SHARE)
This Prospectus relates to an aggregate of 2,965,224 shares (including the
associated preferred share purchase rights, the "Shares") of common stock, par
value $0.001 per share (the "Common Stock"), of Silicon Graphics, Inc. (the
"Company") which may be offered and sold from time to time by certain
stockholders of the Company (the "Selling Stockholders"). See "Selling
Stockholders". The Shares were acquired by the Selling Stockholders in
connection with the Company's acquisition of ParaGraph International, Inc.
("ParaGraph") on September 30, 1997. See "The ParaGraph Acquisition."
----------------
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 Shares may be offered for sale by the Selling Stockholders from time to
time on the New York Stock Exchange (the "NYSE"), in the over-the-counter
market, in privately negotiated transactions or otherwise at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Shares may be sold by the Selling
Stockholders directly to purchasers or through agents, underwriters or
dealers. See "Selling Stockholders" and "Plan of Distribution". If required,
the names of any such agents or underwriters involved in the sale of the
Shares in respect of which this Prospectus is being delivered and the
applicable agent's commission, dealer's purchase price or underwriter's
discount, if any, will be set forth in an accompanying supplement to this
prospectus (a "Prospectus Supplement").
The Selling Stockholders will receive all of the net proceeds from the sale
of the Shares and will pay all underwriting discounts and selling commissions,
if any, applicable to the sale of the Shares. The Company is responsible for
payment of all other expenses incident to the offer and sale of the Shares.
The Selling Stockholders and any broker/dealers, agents or underwriters that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions, discounts or concessions received
by them and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is listed on the NYSE under the symbol "SGI". On September
30, 1997, the last sale price of the Common Stock, as reported on the
composite tape for issues listed on the NYSE, was $26.25 per share.
The date of this Prospectus is October 1, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company 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 Citicorp 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 National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants, such as the Company,
that file electronically with the Commission. The address of the site is
http://www.sec.gov. The Common Stock is listed on the New York Stock Exchange
and the Pacific Stock Exchange. Reports, proxy and information statements and
other information concerning the Company can be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and at the offices of the Pacific Stock Exchange, 115 Sansome
Street, 3rd Floor, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Shelf Registration Statement") under the Securities Act with respect to the
offering of the Common Stock made hereby. This Prospectus does not contain all
of the information set forth in the Shelf Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is hereby made to the Shelf Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Shelf Registration Statement, each such statement being
qualified in all respects by such reference. A copy of the Shelf Registration
Statement may be inspected without charge at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part
thereof may be obtained from the Public Reference Section of the Commission
upon the payment of the fees prescribed by the Commission. In addition, copies
of the Shelf Registration Statement may be obtained from the Commission's
World Wide Web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are incorporated herein by reference (Commission File No. 1-10441):
1. The Company's Annual Report on Form 10-K and amendment thereto on Form
10-K/A, for the fiscal year ended June 30, 1997.
2. The Company's Current Report on Form 8-K filed on October 6, 1997.
3. The description of the Company's common stock contained in its
registration statement filed on Form 8-A filed March 16, 1990, and the
description of the Company's Preferred Share Purchase Rights contained in
its Form 8-A filed on November 12, 1992, as amended by an amendment on Form
8-A/A filed on July 20, 1995.
2
<PAGE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the filing of this Shelf
Registration Statement and prior to the end of Offering of the Shares 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 N. SHORELINE BLVD., MOUNTAIN VIEW, CALIFORNIA 94039-7311,
ATTENTION: INVESTOR RELATIONS (TELEPHONE: (650) 933-2607).
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain matters discussed in the documents incorporated herein by reference
may constitute forward-looking statements and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in the Company's Annual and
Quarterly Reports filed with the Commission.
3
<PAGE>
THE COMPANY
The Company is a leader in high-performance computing. The Company's broad
range of workstations and graphics servers deliver advanced 3D graphics and
computing capabilities for engineering and creative professionals. Silicon
Graphics(R) and Cray(R) Research-branded servers are the market leaders in
technical computing applications. The Company's highly scalable servers also
have a growing presence in the enterprise market, with a particular emphasis
on Internet, large corporate data and telecommunications applications.
The Company's MIPS Group designs and markets the world's highest volume
computer RISC microprocessors. The Company also markets applications software
targeted at engineering and creative professionals in the digital content
creation and manufacturing sectors.
The Company was originally incorporated as a California corporation in
November 1981 and reincorporated in Delaware in January 1990. The principal
executive offices of the Company are located at 2011 N. Shoreline Blvd.,
Mountain View, California 94043-1389 and its telephone number at that address
is (650) 960-1980.
THE PARAGRAPH ACQUISITION
On September 30, 1997, the Company acquired all of the outstanding shares of
ParaGraph pursuant to an agreement and plan of merger and reorganization dated
as of May 14, 1997 (as amended, the "Merger Agreement") among the Company,
ParaGraph Acquisition Corporation, ParaGraph and certain stockholders of
ParaGraph. ParaGraph, which was headquartered in Campbell, California, makes
three-dimensional Internet software for personal computers. Pursuant to the
Merger Agreement, the Company issued the Shares to the Selling Stockholders
pursuant to exemptions from registration under the Securities Act.
The terms of the Merger Agreement require the Company to file a shelf
registration statement covering the Shares. The Shelf Registration Statement
of which this Prospectus is a part constitutes such required shelf
registration statement.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the
offering of the Shares hereby. Accordingly, the Company will not receive any
proceeds from the sale of the Shares.
4
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock by the Selling Stockholders as of
September 30, 1997, as reported to the Company by the Selling Stockholders,
the number of Shares being offered by the Selling Stockholders and the amount
and percentage of the Common Stock to be owned beneficially by the Selling
Stockholders following this offering, assuming all Shares offered hereby are
sold.
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON
STOCK BENEFICIALLY STOCK BENEFICIALLY
OWNED PRIOR TO THE NUMBER OF OWNED AFTER THE
OFFERING SHARES OF OFFERING
NAME OF SELLING --------------------- COMMON --------------------
STOCKHOLDER NUMBER PERCENTAGE(1) STOCK OFFERED NUMBER PERCENTAGE(1)
--------------- ------- ------------- ------------- ------ -------------
<S> <C> <C> <C> <C> <C>
Katz Family Limited
Partnership............ 490,672 * 490,672 0 *
ParaGraph International
Employee Benefit Trust. 367,232 * 367,232 0 *
Pachikov Kondratieva
Family Partners, L.P... 365,263 * 365,263 0 *
Stepan Pachikov......... 352,218 * 352,218 0 *
Margaret K. Cann
Charitable Revocable
Unitrust............... 125,233 * 125,233 0 *
Martin J. Katz
Charitable Revocable
Unitrust............... 125,233 * 125,233 0 *
Gregory W. Slayton...... 104,361 * 104,361 0 *
Pearlman Family Limited
Partnership............ 97,923 * 97,923 0 *
Guberman Family
Revocable Trust........ 73,052 * 73,052 0 *
Ilia Lossev............. 73,052 * 73,052 0 *
Andrei Skaldin.......... 73,052 * 73,052 0 *
Edouard Talnykine....... 71,748 * 71,748 0 *
Stephen Ardron.......... 52,180 * 52,180 0 *
Regis McKenna........... 49,997 * 31,308 18,689 *
Aron B. Katz Charitable
Revocable Unitrust..... 41,744 * 41,744 0 *
Phyllis A. Katz
Charitable Revocable
Unitrust............... 41,744 * 41,744 0 *
Aron B. Katz 1995
Irrevocable Trust...... 41,744 * 41,744 0 *
Phyllis A. Katz 1995
Irrevocable Trust...... 41,744 * 41,744 0 *
Michael Riemer.......... 40,856 * 40,856 0 *
Abel Aganbegian......... 31,308 * 31,308 0 *
Delbert D. Bailey &
Donna G. Crane-Bailey
TTEE Bailey Family
Trust dated June 12,
1997................... 25,655 * 25,655 0 *
Disney Online........... 23,275 * 23,275 0 *
Brian Bundy............. 23,263 * 23,263 0 *
Leonid Kitainik......... 20,872 * 20,872 0 *
Leonid Kuznetsov........ 20,872 * 20,872 0 *
Alexander Pashintsev.... 20,872 * 20,872 0 *
Gene Feroglia........... 19,567 * 19,567 0 *
R&D Associates, LLC..... 12,001 * 12,001 0 *
Vladislav Poliakov...... 11,686 * 11,686 0 *
Esther Dyson............ 10,436 * 10,436 0 *
Garry Kasparov.......... 10,436 * 10,436 0 *
Valery Makarov.......... 10,436 * 10,436 0 *
Leonid Malkov........... 10,436 * 10,436 0 *
Howard Maierhofer....... 9,131 * 9,131 0 *
Michele Rueckert........ 8,792 * 8,792 0 *
Ilya Poluektov.......... 7,609 * 7,609 0 *
Sergey Arutiunov........ 6,305 * 6,305 0 *
Igor Bazdyrev........... 4,891 * 4,891 0 *
Serguei Osokine......... 4,891 * 4,891 0 *
Evgueni Tchetchetkine... 4,891 * 4,891 0 *
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON
STOCK BENEFICIALLY STOCK BENEFICIALLY
OWNED PRIOR TO THE NUMBER OF OWNED AFTER THE
OFFERING SHARES OF OFFERING
NAME OF SELLING -------------------- COMMON --------------------
STOCKHOLDER NUMBER PERCENTAGE(1) STOCK OFFERED NUMBER PERCENTAGE(1)
--------------- ------ ------------- ------------- ------ -------------
<S> <C> <C> <C> <C> <C>
Laverne S. del Rosario.. 4,196 * 4,196 0 *
Daniel Arthur Stevens... 4,000 * 4,000 0 *
Yuri Ardulov............ 3,668 * 3,668 0 *
Vladimir Iakovlev....... 3,739 * 3,739 0 *
Christopher Caen........ 2,826 * 2,826 0 *
Oleg Efimov............. 2,690 * 2,690 0 *
James L. Till........... 2,663 * 2,663 0 *
Sergey Gitman........... 2,646 * 2,446 200 *
Mikhail Ovsiannikov..... 2,446 * 2,446 0 *
Mikhail Ryleev.......... 2,337 * 2,337 0 *
Boris Gorbatov.......... 2,119 * 2,119 0 *
Alexandre Barilov....... 2,011 * 2,011 0 *
Alexandre Kravtchenko... 2,006 * 1,956 50 *
Paula K. Baker.......... 1,758 * 1,758 0 *
Stuart M. Leudan........ 1,758 * 1,758 0 *
Richard Stauter......... 1,758 * 1,758 0 *
Natalia Bagotskaya...... 1,695 * 1,695 0 *
John Poluektov.......... 1,521 * 1,521 0 *
Dmitri Koubenski........ 1,250 * 1,250 0 *
Sergei Dobrokhotov...... 978 * 978 0 *
Titiana Kvitka.......... 978 * 978 0 *
Gene Ruda............... 913 * 913 0 *
Mary Ann Golay.......... 879 * 879 0 *
Patricia Jean Hogan..... 879 * 879 0 *
Anne P. Livingston...... 879 * 879 0 *
Olga Carpenter.......... 782 * 782 0 *
Svetlana Kondratieva.... 587 * 587 0 *
Sviatoslav Shabrov...... 489 * 489 0 *
Courtney Hendrix........ 439 * 439 0 *
Jennifer Johnson........ 439 * 439 0 *
Michael Benenson........ 407 * 407 0 *
Eleni Kochergin......... 380 * 380 0 *
Leonid Khodulev......... 336 * 336 0 *
Vasily Ivashin.......... 260 * 260 0 *
Kriss Kapka............. 260 * 260 0 *
Ekaterina Labeeva ...... 244 * 244 0 *
Irene Birman............ 221 * 221 0 *
Helen Jahn.............. 53 * 53 0 *
</TABLE>
- --------
*Less than 1%
(1) Based on the number of shares of Common Stock outstanding on September 30,
1997.
6
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling Stockholders
may from time to time offer the Shares in ordinary brokerage transactions or
to or through underwriters, broker/dealers, including BT Alex. Brown
Incorporated or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Shares for whom they may act as agents.
The Selling Stockholders and any underwriters, broker/dealers or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of the Shares by them and any discounts, commissions, concessions or
other compensation received by any such underwriter, broker/dealer or agent
may be deemed to be underwriting discounts and commissions under the
Securities Act.
The sale of the Shares by the Selling Stockholders may be effected from time
to time on the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions or otherwise at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may also offer their shares from
time to time in connection with (i) covering short sales of shares of Common
Stock; (ii) pledges to secure debts or other obligations; (iii) the writing or
settlement of non-traded and exchange-traded call options, or other hedge
transactions; and (iv) a combination of the above transactions. At the time a
particular offering of the Shares is made, a Prospectus Supplement, if
required, will be distributed which will set forth the number of Shares being
offered and the terms of the offering, including the name or names of any
underwriters, broker/dealers or agents, any discounts, commissions and other
terms constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker/dealers.
Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
All expenses of the registration of the Shares will be paid by the Company,
including, without limitation, Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that
the Selling Stockholders will pay all underwriting discounts and selling
commissions, if any.
There can be no assurance that the Selling Stockholders will sell any or all
of the Shares offered hereby.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon for the
Company by Shearman & Sterling, San Francisco, California.
EXPERTS
The consolidated financial statements and financial statement schedule of
Silicon Graphics, Inc. included in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein, and incorporated by reference herein. Such consolidated financial
statements and financial statement schedule are incorporated by reference
herein in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
7
<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 COMPANY. 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 COMPANY 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>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Special Note Regarding Forward Looking Statements.......................... 3
The Company................................................................ 4
The ParaGraph Acquisition.................................................. 4
Use of Proceeds............................................................ 4
Selling Stockholders....................................................... 5
Plan of Distribution....................................................... 7
Legal Matters.............................................................. 7
Experts.................................................................... 7
</TABLE>
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- --------------------------------------------------------------------------------
2,965,224 SHARES
SILICON GRAPHICS, INC.
[LOGO]
COMMON STOCK
(PAR VALUE $0.001 PER SHARE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION.
The following table sets forth the estimated expenses of the Registrant in
connection with the offering described in this Registration Statement. All
amounts are estimates except the Securities and Exchange Commission
registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $26,035
Accountants' fees and expenses...................................... 3,500
Legal fees and expenses............................................. 20,000
Printing and engraving expenses..................................... 9,500
Blue Sky fees and expenses.......................................... 3,000
Miscellaneous....................................................... 1,965
-------
Total............................................................. $64,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
Delaware corporations to indemnify directors and officers in certain
circumstances against liabilities, including expenses, incurred while acting
in such capacities; provided, generally, that any such indemnified officer or
director acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The By-laws of the Company provide for indemnification of directors
and officers to the maximum extent permitted by the DGCL.
In addition, the Company has provided in its Certificate of Incorporation
that it shall eliminate the personal liability of its directors to the fullest
extent permitted by the DGCL, and the Company has entered into Indemnification
Agreements with its executive officers and directors providing for additional
indemnification. The Company has policies of directors' and officers'
liability insurance which insure directors and officers against liabilities
which a director or officer may incur in his or her capacity as such.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1* Agreement and Plan of Merger and Reorganization among Silicon
Graphics, Inc., ParaGraph Acquisition Corporation, ParaGraph
International, Inc. and certain Principal Shareholders of ParaGraph
International, Inc., dated as of May 14, 1997.
2.2* Agreement to Close and Amendment to Agreement and Plan of Merger and
Reorganization dated as of August 1, 1997 among Silicon Graphics,
Inc., ParaGraph Acquisition Corporation, ParaGraph International,
Inc. and Certain Principal Shareholders of ParaGraph International,
Inc.
5.1* Opinion of Shearman & Sterling.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2* Consent of Shearman & Sterling (contained in Exhibit 5.1 hereto).
24.1* Power of Attorney.
</TABLE>
- --------
*Previously filed.
II-1
<PAGE>
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 by the registrant 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 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 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
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 THE 6TH DAY
OF OCTOBER, 1997.
Silicon Graphics, Inc.
By /s/ William M. Kelly
_____________________________________
William M. Kelly
Senior Vice President, Corporate
Operations
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>
* Chairman, Chief Executive October 6, 1997
____________________________________ Officer and Director
Edward R. McCracken (Principal Executive
Officer)
* Chairman, Silicon Graphics October 6, 1997
____________________________________ World TradeCorporation,
Robert R. Bishop and Director
/s/ William M. Kelly Senior Vice President, October 6, 1997
____________________________________ Corporate Operations
William M. Kelly (Principal Financial
Officer)
* Vice President, Controller October 6, 1997
____________________________________ (Principal Accounting
Dennis P. McBride Officer)
* Director October 6, 1997
____________________________________
Allen F. Jacobson
* Director October 6, 1997
____________________________________
C. Richard Kramlich
* Director October 6, 1997
____________________________________
Robert A. Lutz
* Director October 6, 1997
____________________________________
James A. McDivitt
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director October 6, 1997
____________________________________
Lucille Shapiro
* Director October 6, 1997
____________________________________
Robert B. Shapiro
* Director October 6, 1997
____________________________________
James G. Treybig
</TABLE>
* By: /s/ William M. Kelly
_____________________
William M. Kelly
Attorney-in-Fact
II-4
<PAGE>
SILICON GRAPHICS, INC.
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
2.1 Agreement and Plan of Merger and Reorganization among
Silicon Graphics, Inc., ParaGraph Acquisition
Corporation, ParaGraph International, Inc. and certain
principal shareholders of ParaGraph International, Inc.,
dated as of May 14, 1997................................ *
2.2 Agreement to Close and Amendment to Agreement and Plan of
Merger and Reorganization............................... *
5.1 Opinion of Shearman & Sterling........................... *
23.1 Consent of Ernst & Young LLP, independent auditors....... II-6
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)..... *
24.1 Power of Attorney (contained on Page II-4)............... *
</TABLE>
- --------
*Previously filed.
II-5
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement on Form S-3 and related Prospectus
of Silicon Graphics, Inc. for the registration of shares of its common stock and
to the incorporation by reference therein of our report dated July 18, 1997,
with respect to the consolidated financial statements and financial statement
schedule of Silicon Graphics, Inc. included in its Annual Report (Form 10-K) for
the year ended June 30, 1997 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
October 6, 1997
II-6
