<PAGE>
As filed with the Securities and Exchange Commission on October 27, 2000.
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
AMENDED AND RESTATED 1996 SUPPLEMENTAL
NON-EXECUTIVE EQUITY INCENTIVE PLAN
(Full title of the plans)
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 par value 10,811,885 shares $4.124 $44,588,214 $11,771
===================================================================================================================
</TABLE>
(1) Excludes shares reserved under the Registrant's 1998 Employee Stock
Purchase Plan and the Amended and Restated 1996 Supplemental Non-Executive
Equity Incentive Plan which were registered previously on Form S-8
Registration Statements (Nos. 333-01211, 333-76445 and 333-90263).
(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 26, 2000.
<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, 2000, 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.
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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.
4.2** Amended and Restated 1996 Supplemental Non-Executive Equity
Incentive 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.
** Incorporated by reference to exhibits to the Company's Annual
Report on Form 10-K for the period ended June 30, 2000.
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.
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<PAGE>
(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 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.
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<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 October 27, 2000.
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, Harold L. Covert and
Sandra M. Escher, 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 October 27, 2000
---------------------------------------- Chief Executive Officer
Robert R. Bishop (Principal Executive Officer)
/s/ Harold L. Covert Executive Vice President, Chief October 27, 2000
---------------------------------------- Financial Officer and Chief
Harold L. Covert Administrative Officer
(Principal Financial Officer)
/s/ Jeffrey Zellmer Vice President, Corporate Controller October 27, 2000
---------------------------------------- (Principal Accounting Officer)
Jeffrey Zellmer
/s/ C. Richard Kramlich Director October 27, 2000
----------------------------------------
C. Richard Kramlich
/s/ Robert A. Lutz Director October 27, 2000
----------------------------------------
Robert A. Lutz
/s/ James A. McDivitt Director October 27, 2000
----------------------------------------
James A. McDivitt
</TABLE>
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<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 and the
Amended and Restated 1996 Supplemental Non-Executive Equity Incentive Plan of
Silicon Graphics, Inc., of our reports dated July 21, 2000, with respect to
the consolidated financial statements of Silicon Graphics, Inc. included in
its Annual Report (Form 10-K) for the year ended June 30, 2000 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
October 27, 2000
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1* 1998 Employee Stock Purchase Plan.
4.2** Amended and Restated 1996 Supplemental Non-Executive
Equity Incentive 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.
** Incorporated by reference to exhibits to the Company's Annual
Report on Form 10-K for the period ended June 30, 2000.
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