<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1995
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
SEQUENT COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
_________________
OREGON 93-0826369
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
15450 SW Koll Parkway
Beaverton, Oregon 97006-6063
(Address of Principal (Zip Code)
Executive Offices)
_________________
Sequent Computer Systems, Inc.
1989 Stock Incentive Plan
(Full title of plan)
Robert S. Gregg
Senior Vice President of Finance and Legal,
Treasurer and Chief Financial Officer
Sequent Computer Systems, Inc.
15450 SW Koll Parkway
Beaverton, OR 97006-6063
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 626-5700
Copy to:
Margaret Hill Noto
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<PAGE>2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
____________________________________________________________________________
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
____________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 800,000 Shares $13.8495 $11,079,649 $3,820.60
____________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $11,079,648, which is
the aggregate exercise price for 800,000 shares with respect to which
options have been granted.
_____________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
_______________________________________
The following documents filed by Sequent Computer
Systems, Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock
of the Company contained in the Company's registration
statement filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and 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.
_________________________________________
Article X of the Company's Articles of Incorporation
provides for indemnification of directors to the fullest extent
not prohibited by the Oregon Business Corporation Act. The
<PAGE>II-2
Bylaws also contain indemnification provisions. The effects of
the Articles, Bylaws and the Oregon Business Corporation Act
(the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or
proceeding (other than an action by or in the right of the
Company) against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually
and reasonably incurred, if the person concerned acted in
good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the
Company, was not adjudged liable on the basis of receipt
of an improper personal benefit and, with respect to any
criminal action or proceeding, had not reasonable cause to
believe the conduct was unlawful. The termination of an
action, suit, or proceeding by judgment, order,
settlement, conviction, or plea of nolo contendere does
not, of itself, create a presumption that the person did
not meet the required standards of conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any action or suit by or in
the right of the Company against the expenses (including
attorneys' fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the
best interests of the Company, except that no right of
indemnification will be granted if the person is adjudged
to be liable to the Company.
(c) Every person who has been wholly successful on
the merits of a controversy described in (a) or (b) above
is entitled to indemnification as a matter of right.
(d) Because the limits of permissible
indemnification under Oregon law are not clearly defined,
the Indemnification Provisions may provide indemnification
broader than that described in (a) and (b).
Section 10.6 of the Company's Bylaws provides that
the Company will advance to a director the expenses incurred in
defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good
faith that he or she has met the standard of conduct to be
entitled to indemnification as described in (a) or (b) above
and undertakes to repay any amount advanced if it is determined
that the person did not meet the required standard of conduct.
The Company's Articles and Bylaws provide that the
Company may, in the discretion of the Board of Directors,
<PAGE>II-3
indemnify and advance expenses to officers and employees to the
same extent that directors are entitled to indemnification and
advancement of expenses.
The Company may obtain insurance for the protection
of its directors and officers against any liability asserted
against them in their official capacities.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors or otherwise.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, 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 of 1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
___________________________________
Not Applicable.
Item 8. Exhibits.
________
4A Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibit 4A
to the Company's Registration Statement on Form
S-8, File No. 33-63972).
4B Bylaws of the Company (Incorporated by reference
to Exhibit 4B to the Company's Registration
Statement on Form S-8, File No. 33-39315).
5 Opinion of Counsel.
23A Consent of Independent Accountants (see
page II-7).
23B Consent of Stoel Rives Boley Jones & Grey (see
Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
____________
(a) The undersigned registrant hereby undertakes:
<PAGE>II-4
(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;
(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 by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
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 section 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.
<PAGE>II-5
(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 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 the Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Beaverton, State of Oregon, on
May 5, 1995.
SEQUENT COMPUTER SYSTEMS, INC.
By ROBERT S. GREGG
__________________________________
Robert S. Gregg,
Sr. Vice President of Finance and
Legal, Treasurer and Chief Financial
Officer
<PAGE>
<PAGE>II-7
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 5th day
of May, 1995.
Signature Title
_________ _____
(1) Principal Executive Officer:
*KARL C. POWELL, JR. Chairman, President,
____________________________ Chief Executive Officer
Karl C. Powell, Jr. and Director
(2) Principal Financial and
Accounting Officer:
ROBERT S. GREGG Sr. Vice President of
____________________________ Finance and Legal,
Robert S. Gregg Treasurer and Chief
Financial Officer
(3) Directors:
*DAVID R. HATHAWAY Director
____________________________
David R. Hathaway
*ROBERT C. MATHIS Director
____________________________
Robert C. Mathis
*MICHAEL S. SCOTT MORTON Director
____________________________
Michael S. Scott Morton
*RICHARD C. PALERMO, SR. Director
____________________________
Richard C. Palermo, Sr.
*ROBERT W. WILMOT Director
____________________________
Robert W. Wilmot
*By ROBERT S. GREGG
_________________________________
Robert S. Gregg, Attorney-in-Fact<PAGE>
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
_______ ____________________ __________
4A Articles of Incorporation, as --
amended, of Sequent Computer
Systems, Inc. (the "Company")
(Incorporated by reference to
Exhibit 4A to the Company's
Registration Statement on Form S-8,
File No. 33-63972).
4B Bylaws of the Company, as --
amended (Incorporated by
reference to Exhibit 4B to
the Company's Registration
Statement on Form S-8, File
No. 33-39315).
5 Opinion of Counsel.
23A Consent of Price Waterhouse LLP --
(see page II-7).
23B Consent of Stoel Rives Boley
Jones & Grey (see Exhibit 5). --
24 Powers of Attorney.
<PAGE>
EXHIBIT 5
May 1, 1995
Board of Directors
Sequent Computer Systems, Inc.
15450 SW Koll Parkway
Beaverton, Oregon 97006-6063
We have acted as counsel for Sequent Computer
Systems, Inc. (the "Company") in connection with the filing of
a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering 800,000 shares of common stock, $.01 par value, (the
"Shares") of the Company issuable in connection with the
Company's 1989 Stock Incentive Plan (the "Plan"). We have
reviewed the corporate actions of the Company in connection
with this matter and have examined those documents, corporate
records, and other instruments we deemed necessary for the
purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares have been duly authorized and, when issued
pursuant to the Plan and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES BOLEY JONES & GREY
<PAGE>II-8
EXHIBIT 23.A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in the Registration Statement on Form S-8 and related
Prospectus of our report dated January 25, 1995 appearing on
page 42 of Sequent Computer Systems, Inc.'s Annual Report to
Shareholders which is incorporated by reference into Sequent
Computer Systems, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F-6 of such Annual
Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Portland, Oregon
May 5, 1995
<PAGE>II-11
EXHIBIT 24
POWER OF ATTORNEY
_________________
(1989 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of SEQUENT COMPUTER SYSTEMS, INC.,
does hereby constitute and appoint KARL C. POWELL, JR. and
ROBERT S. GREGG, and each of them, his or her true and lawful
attorney and agent to do any and all acts and things and to
execute in his or her name (whether on behalf of Sequent
Computer Systems, Inc. or as an officer or director of said
Company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to
enable Sequent Computer Systems, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of Sequent Computer
Systems, Inc. issuable pursuant to the 1989 Stock Incentive
Plan, including specifically, but without limitation thereto,
power and authority to sign his or her name (whether on behalf
of Sequent Computer Systems, Inc. or as an officer or director
of said Company, or otherwise) to a Registration Statement on
Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto
in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
DATED: January 26, 1995.
KARL C. POWELL, JR. Chairman, President,
____________________________ Chief Executive Officer
Karl C. Powell, Jr. and Director
ROBERT S. GREGG Sr. Vice President of
____________________________ Finance and Legal,
Robert S. Gregg Treasurer and Chief
Financial Officer
DAVID R. HATHAWAY Director
____________________________
David R. Hathaway
ROBERT C. MATHIS Director
____________________________
Robert C. Mathis
MICHAEL S. SCOTT MORTON Director
____________________________
Michael S. Scott Morton
RICHARD C. PALERMO, SR. Director
____________________________
Richard C. Palermo, Sr.
ROBERT W. WILMOT Director
____________________________
Robert W. Wilmot
