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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. For the fiscal year ended June 30, 1997.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the transition period from to .
Commission File Number 1-10441
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)
Registrant's telephone number, including area code: (415) 960-1980
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Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED:
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Common Stock, $0.001 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
5 1/4% Senior Convertible Notes New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant, based upon the closing sale price of the
Common Stock on September 2, 1997 on the New York Stock Exchange as reported in
The Wall Street Journal, was approximately $3,638 million. Shares of voting
stock held by each executive officer and director and by each person who owns 5%
or more of any class of registrant's voting stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
AS OF SEPTEMBER 2, 1997, THE REGISTRANT HAD OUTSTANDING 183,154,820 SHARES OF
COMMON STOCK.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for registrant's Annual Meeting of Stockholders
to be held October 29, 1997 are incorporated by reference into Part III of this
Form 10-K Report.
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Part IV, Item 14(a)(3) is hereby amended to include the following exhibit:
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EXHIBITS
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23.1 Consent of Ernst & Young LLP, Independent Auditors.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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SILICON GRAPHICS, INC.
By: /s/ WILLIAM M. KELLY
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William M. Kelly
SENIOR VICE PRESIDENT, CORPORATE
OPERATIONS
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Dated: September 30, 1997
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 File Nos. 33-11703, 33-16529, 33-18717, 33-26003, 33-34919, 33-38536,
33-40879, 33-44305, 33-44333, 33-48890, 33-59098, 33-65190, 33-50999, 33-51275,
33-58017, 33-60213, 33-60215, 333-01211, 333-06403, 333-08651 and 333-15977)
pertaining to the Employee Stock Purchase Plan, 1987 Stock Option Plan, 1986
Incentive Stock Option Plan, 1985 Stock Incentive Program, 1984 Incentive Stock
Option Plan, 1982 Stock Option Plan, Directors' Stock Option Plan and Subsidiary
Stock Agreement, 1993 Long-Term Incentive Stock Plan and the 1996 Supplemental
Non-Executive Equity Incentive Plan of Silicon Graphics, Inc.; the 1990 Stock
Option Plan of Wavefront Technologies, Inc.; and the 1988 Employee Share
Ownership Plan, 1989 Employee Share Ownership Plan, 1990 Employee Share
Ownership Plan, and the 1994 Stock Plan of Alias Research Inc. and the Amended
and Restated 1989 Employee Benefit Stock Plan, and 1989 Non-Employee Directors'
Stock Option Plan of Cray Research, Inc. of our reports dated July 18, 1997 with
respect to the consolidated financial statements and schedule of Silicon
Graphics, Inc. included in this Annual Report (Form 10-K) for the year ended
June 30, 1997.
/s/ Ernst & Young LLP
Palo Alto, California
September 26, 1997
