As filed with the Securities and Exchange Commission on October 5, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
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)
--------------------
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
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration becomes effective.
If the only securities being registered on this Form are to be 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 a dividend or
interest reinvestment plan, check the following box. [X]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
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 150,000 Shares $19.1875 $2,878,125 $993
- ---------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The
calculation of the registration fee is based on $19.1875, which was
the average of the high and low prices of the Common Stock on
- ----------------------------------------------------------------------------
</TABLE>
<PAGE>
CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3
Caption or
Registration Statement Item and Heading Location in Prospectus
- --------------------------------------- ----------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............ First Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Available Information
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges........... The Company
4. Use of Proceeds..................... Not Applicable
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... Not Applicable
10. Interests of Named Experts and
Counsel............................. Not Applicable
11. Material Changes.................... Not Applicable
12. Incorporation of Certain Documents
by Reference........................ Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities.......... Not Applicable
<PAGE>
PROSPECTUS
SEQUENT COMPUTER SYSTEMS, INC.
_______ Common Shares
($.01 par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Common Stock of Sequent Computer Systems, Inc. (the
"Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders"). The Company will
not receive any of the proceeds from the offering.
The Common Stock of the Company is traded on the Nasdaq National
Market System. On ________, 1995, the closing price for the Common Stock as
reported in The Wall Street Journal was $_____ per share.
The Shares may be offered or sold from time to time by the
Selling Shareholders at market prices then prevailing, in negotiated
transactions or otherwise. Brokers or dealers will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. See "Plan of Distribution."
--------------------
No person has been authorized to give any information or to make
any representations in connection with this offering other than those
contained in this Prospectus. This Prospectus does not constitute an
offering in any jurisdiction in which such offering may not lawfully be
made.
--------------------
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the respective dates
as to which information has been given herein.
--------------------
The date of this Prospectus is October __, 1995.
<PAGE>2
THE COMPANY
The Company's principal executive offices are located at 15450 SW
Koll Parkway, Beaverton, Oregon 97006-6063. Its telephone number is (503)
626-5700. References herein to the "Company" are to Sequent Computer
Systems, Inc. and its wholly- owned subsidiaries unless the context
indicates otherwise.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files periodic
reports and other information with the Securities and Exchange Commission
(the "SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be obtained at
prescribed rates at the offices of the SEC, Judiciary Plaza, 450 Fifth
Street, NW, Washington, D.C. 20549, as well as at the following regional
offices: 75 Park Place, 14th Floor, New York, New York 10007; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has filed
with the SEC a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its principal office
at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request to John Eldridge, Investor Relations, Sequent Computer Systems,
Inc., 15450 SW Koll Parkway, Beaverton, Oregon 97006-6063, telephone (503)
626-5700, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than exhibits to such
information unless such exhibits are specifically incorporated by reference
therein. The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together
with the information contained in the documents or portions of documents
incorporated by reference into this Prospectus.
<PAGE>3
SELLING SHAREHOLDERS
The following table sets forth certain information provided to
the Company by the Selling Shareholders.
Common Stock
beneficially Common Shares
Name of Selling owned as of offered by this
Shareholder October ___, 1995 Prospectus
- --------------- ----------------- ---------------
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be on the Nasdaq National Market System or
otherwise at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. The Shares
may be sold by one or more of the following methods: (a) block trades in
which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal, in a market maker capacity or otherwise, and resale by such
broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
the Selling Shareholders in amounts to be negotiated immediately prior to
the sale. The Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 (the "1933 Act") in connection
with such sales.
<PAGE>4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated
herein by reference:
1. The Company's latest Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
2. All other reports filed pursuant to Section 13 or
15(d) of the 1934 Act since the end of the fiscal
year covered by the Annual Report on Form 10-K
referred to in (a) above; and
3. The description of the Common Stock contained in the
Company's registration statement under section 12 of
the 1934 Act including any amendment or report
updating such description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to
the termination of the offering 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.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of the Company for the year
ended December 31, 1994 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given upon the authority
of said firm as experts in auditing and accounting.
<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
All expenses in connection with the issuance and distribution of
the securities being registered will be paid by the Company. The following
is an itemized statement of these expenses:
Registration fee........................ $ 993.00
Legal fees.............................. 5,000.00*
Accounting Fees......................... 1,500.00*
Miscellaneous........................... 507.00*
---------
Total.............................. $8,000.00
=========
____________________
*Estimated
Item 15. 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 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
<PAGE>II-2
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, 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 16. Exhibits.
--------
4A. Articles of Incorporation, as amended, of the
Company. Incorporated by reference to Exhibit
<PAGE>II-3
4A of the Company's Registration Statement on Form S-8,
File No. 33-39315.
4B. Bylaws, as amended, of the Company. Incorporated by
reference to Exhibit 4B of the Company's File No. 33-
39315.
5. Opinion of Counsel.
23. Independent Accountants' Consent.
24. Power of Attorney.
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, represents 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 new 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.
<PAGE>II-4
(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.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) 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>II-5
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-3 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
October 5, 1995.
SEQUENT COMPUTER SYSTEMS, INC.
By ROBERT S. GREGG
---------------------------------
Robert S. Gregg,
Sr. Vice President of Finance and
Legal and Chief Financial Officer
<PAGE>II-6
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 October, 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 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
*ROBERT W. WILMOT Director
---------------------------
Robert W. Wilmot
*By ROBERT S. GREGG
---------------------------------
Robert S. Gregg, Attorney-in-Fact
<PAGE>II-7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-3 of
our report dated January 25, 1995, which appears on page 42 of the 1994
Annual Report to Shareholders of Sequent Computer Systems, Inc., which is
incorporated by reference in 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
October 5, 1995
<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
(see Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
October 5, 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-3 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering 150,000 shares of common stock, $.01 par value, (the
"Shares") of the Company. 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
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
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Registration Statement on Form S-3)
The undersigned, an officer and/or director of SEQUENT COMPUTER
SYSTEMS, INC. (the "Company"), constitutes and appoints KARL C. POWELL,
JR., JOHN McADAM 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 the Company or as an officer or
director of the Company, or otherwise) any and all instruments that such
attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any requirements of the Securities and Exchange Commission (the "SEC")
in respect thereof, in connection with the registration under the Act of
shares of Common Stock of the Company issuable in connection with the
acquisition of Open Tool International B.V., including specifically, but
without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or
otherwise) to a Registration Statement on Form S-3 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 SEC; and the undersigned ratifies
and confirms all that such attorney and agent shall do or cause to be done
by virtue hereof.
DATED: October 2, 1995
KARL C. POWELL, JR.
-----------------------------------
DAVID R. HATHAWAY
-----------------------------------
ROBERT C. MATHIS
-----------------------------------
MICHAEL S. SCOTT MORTON
-----------------------------------
ROBERT W. WILMOT
-----------------------------------
