<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999.
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)
1600 Amphitheatre Parkway, Mountain View, California 94043-1351
(Address of principal executive offices and zip code)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SANDRA ESCHER
Vice President and General Counsel
SILICON GRAPHICS, INC.
1600 Amphitheatre Parkway
Mountain View, California 94043-1351
(650) 960-1980
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered (1) price per unit (2) aggregate offering price registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 3,893,136 shares $7.53 29,315,314 $8,149.66
par value
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes shares reserved under the 1998 Employee Stock Purchase Plan
which were registered previously on a Registration Statement on Form S-8 (No.
333-76445).
(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
October 27, 1999.
<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, 1999, 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.
II-1
<PAGE>
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.
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* 1998 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page
II-6).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
-------------------
* Incorporated by reference to exhibits to the Company's
Quarterly Report on Form 10-Q for the period ended March 31,
1999.
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.
II-2
<PAGE>
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 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 1, 1999.
SILICON GRAPHICS, INC.
By: /s/ Robert R. Bishop
--------------------------
Robert R. Bishop
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 Robert R. Bishop, Steven J. Gomo 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------------- ------------------------------------- -------------------------------
<S> <C> <C>
/s/ Robert R. Bishop Chairman of the Board and Chief November 1, 1999
- ---------------------------------------- Executive Officer
Robert R. Bishop (Principal Executive Officer)
/s/ Steven J. Gomo Senior Vice President, and Chief November 1, 1999
- ---------------------------------------- Financial Officer
Steven J. Gomo (Principal Financial Officer)
/s/ Betsy Rafael Vice President, Corporate Controller November 1, 1999
- ---------------------------------------- (Principal Accounting Officer)
Betsy Rafael
/s/ C. Richard Kramlich Director November 1, 1999
- ----------------------------------------
C. Richard Kramlich
/s/ Robert A. Lutz Director November 1, 1999
- ----------------------------------------
Robert A. Lutz
/s/ James A. McDivitt Director November 1, 1999
- ----------------------------------------
James A. McDivitt
/s/ Lucille Shapiro Director November 1, 1999
- ----------------------------------------
Lucille Shapiro
/s/ Robert B. Shapiro Director November 1, 1999
- ----------------------------------------
Robert B. Shapiro
</TABLE>
II-5
<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 1998 Employee Stock Purchase Plan of Silicon
Graphics, Inc. of our reports dated July 20, 1999, 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, 1999
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
October 29, 1999
II-6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1* 1998 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-6)
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page (II-5)
* Incorporated by reference to exhibits to the Company's
Quarterly Report on Form 10-Q for the period ended March 31,
1999.
- -------------------
II-7
<PAGE>
Exhibit 5.1
November 1, 1999
Silicon Graphics, Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043-1351
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 1, 1999 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 3,893,136
shares of the Company's common stock, par value $0.001 per share, to be
issued pursuant to the 1998 Employee Stock Purchase (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 plan.
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 plan, 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 Escher
Sandra Escher
Vice President and General Counsel
