UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SEQUENT COMPUTER SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Oregon 93-0826369
(State of incorporation (IRS Employer
or organization) Identification No.)
15450 SW Koll Parkway, Beaverton, Oregon 97006
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
---------------------------- ----------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
- ----------------------------------------------------------------
Common Stock
Sequent Computer Systems, Inc. (the "Company") is authorized to issue
100,000,000 shares of Common Stock, with a par value of $.01 per share. Each
outstanding share of Common Stock is entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders, and shareholders may vote, in
person or by proxy, the number of shares owned by such shareholder that are
entitled to vote at any election of directors, for as many persons as there are
directors to be elected. Shareholders may not cumulate their votes in the
election of directors. Holders of Common Stock are entitled to dividends, when
and if declared by the Board of Directors out of legally available funds. Upon
liquidation, the holders of Common Stock are entitled to the net assets of the
Company available for distribution to shareholders. Holders of Common Stock have
no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of Common Stock may become subject to
those of holders of any Preferred Stock that the Company may issue in the
future.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of Preferred Stock,
with a par value of $.01 per share, in one or more series.
The Board of Directors has authority, without further shareholder approval,
to issue shares of Preferred Stock in one or more series and to determine the
number of shares, designations, dividend rights, conversion rights, redemption
rights, voting rights, liquidation preferences and other terms of any such
series. The issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change of control of the Company without further
action by the shareholders. The issuance of Preferred Stock with voting or
conversion rights may adversely affect the voting power of the holders of Common
Stock, including the loss of voting control to others.
Oregon Control Share and Business Combination Statutes; Certain Provisions of
Articles
The Company is subject to the Oregon Control Share Act (the "Control Share
Act"). The Control Share Act generally provides that a person (the "Acquiror")
who acquires voting stock of an Oregon corporation in a transaction that results
in the Acquiror holding more than 20%, 33 1/3% or 50% of the total voting power
of the corporation (a "Control Share Acquisition") cannot vote the shares it
acquires in the Control Share Acquisition ("control shares") unless voting
rights are accorded to the control shares by (i) a majority of each voting group
entitled to vote and (ii) the holders of a majority of the outstanding voting
shares, excluding the control shares held by the Acquiror and shares held by the
Company's
2
<PAGE>
officers and inside directors. The term "Acquiror" is broadly defined to include
persons acting as a group.
The Acquiror may, but is not required to, submit to the Company a statement
setting forth certain information about the Acquiror and its plans with respect
to the Company. The statement may also request that the Company call a special
meeting of shareholders to determine whether voting rights will be accorded to
the control shares. If the Acquiror does not request a special meeting of
shareholders, the issue of voting rights of control shares will be considered at
the next annual or special meeting of shareholders. If the Acquiror's control
shares are accorded voting rights and represent a majority or more of all voting
power, shareholders who do not vote in favor of voting rights for the control
shares will have the right to receive the appraised "fair value" of their
shares, which may not be less than the highest price paid per share by the
Acquiror for the control shares.
The Company is also subject to certain provisions of the Oregon Business
Corporation Act that govern business combinations between corporations and
interested shareholders (the "Business Combination Act"). The Business
Combination Act generally provides that if a person or entity acquires 15% or
more of the voting stock of an Oregon corporation (an "Interested Shareholder"),
the corporation and the Interested Shareholder, or any affiliated entity of the
Interested Shareholder, may not engage in certain business combination
transactions for three years following the date the person became an Interested
Shareholder. Business combination transactions for this purpose include (a) a
merger or plan of share exchange, (b) any sale, lease, mortgage or other
disposition of 10% or more of the assets of the corporation and (c) certain
transactions that result in the issuance of capital stock of the corporation of
the Interested Shareholder. These restrictions do not apply if (i) the
Interested Shareholder, as a result of the transaction in which such person
became an Interested Shareholder, owns at least 85% of the outstanding voting
stock of the corporation (disregarding shares owned by directors who are also
officers and certain employee benefit plans), (ii) the board of directors
approves the share acquisition or business combination before the Interested
Shareholder acquires 15% or more of the corporation's voting stock or (iii) the
board of directors and the holders of at least two-thirds of the outstanding
voting stock of the corporation (disregarding shares owned by the Interested
Shareholder) approve the transaction after the Interested Shareholder acquires
15% or more of the corporation's voting stock.
The Company's Articles of Incorporation require that, except in certain
circumstances, business combinations (as defined in the Articles of
Incorporation) between the Company and a beneficial holder, or an affiliate who
was a beneficial holder, or by virtue of the business combination will become a
beneficial holder, of 10% or more of the Company's outstanding voting stock (a
"10% Interested Shareholder") be approved by an affirmative vote of the holders
of at least 66 2/3% of the voting power of the outstanding shares of the voting
stock of the Company, voting together as a single class. Under these charter
provisions, a business combination is defined generously as (a) a merger or
consolidation between or with the Company and a 10% Interested Shareholder or an
affiliate
3
<PAGE>
thereof; (b) any sales, lease, exchange, pledge, transfer or other disposition
(in one transaction or a series of transactions) (i) of more than 20% of the
fair market value of Company's assets to a 10% Interested Shareholder or an
affiliate or (ii) by a 10% Interested Shareholder or affiliate of any of its
assets to the Company; (c) the issuance to a 10% Interested Shareholder or
affiliate of securities of the Company or its subsidiaries; (d) the adoption of
any plan or proposal for the liquidation or dissolution of the Company proposed
by or on behalf of a 10% Interested Shareholder or an affiliate; (e) any
transaction that directly or indirectly increases the proportionate share of the
voting stock of the Company owned directly or indirectly by a 10% Interested
Shareholder or affiliate; (f) any loan of money or other asset of the Company
to, or guarantee by the Company of indebtedness or other obligations of, a 10%
Interested Shareholder or affiliate; (g) any redemption by the Company of
securities owned by a 10% Interested Shareholder or affiliate; or (h) any
agreement, contract or other arrangement providing for any of the foregoing
transactions.
The supermajority voting requirement does not apply, however, if the
business combination is approved by a majority of the Board of Directors who, at
the time such approval was given, were not affiliates or nominees of the 10%
Interested Shareholder and were members of the Board of Directors prior to the
time the 10% Interested Shareholder became a 10% Interested Shareholder (the
"Continuing Directors"). Alternatively, such voting requirements will not apply
if (a) the consideration to be received by the holders of each class of the
Company's outstanding voting stock is at least equal to the greater of (i) the
highest per share price (including any brokerage commissions and soliciting
dealers' fees) paid by or on behalf of the 10% Interested Shareholder for any
shares of such class or (ii) the highest fair market value per share of such
voting stock in the two-years prior to the proposed business combination; (b)
such consideration is in cash or in the same form of consideration as the 10%
Interested Shareholder paid to acquire the largest number of voting shares
previously acquired by it; and (c) the 10% Interested Shareholder has not
received certain specified benefits from the Company, such as loans, guarantees
or pledges.
These provisions in the Articles of Incorporation can be amended by either
i) the approval of both the Company's Board of Directors and the affirmative
vote of the holders of a majority of the Company's outstanding voting stock or
(ii) by the affirmative vote of the holders of two-thirds of the outstanding
voting stock, regardless of director approval.
Item 2. Exhibits
- -----------------
1. Articles of Incorporation, as amended, and Articles of Merger of the
Company. (Incorporated by reference to the Company's Registration
Statement on Form S-8 (File No. 33-63972).)
2. Bylaws, as amended, of the Company. (Incorporated by reference to
Exhibit 4B to the Company's Registration Statement on Form S-3 (File
No. 333-31189).)
4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: July 28, 1997
SEQUENT COMPUTER SYSTEMS, INC.
By: ROBERT S. GREGG
-------------------------------------
Robert S. Gregg
Sr. Vice President-Finance and
Legal and Chief Financial Officer
5
