As filed with the Securities and Exchange Commission on July 30, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEQUENT COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Oregon 93-0826369
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
15450 S.W. Koll Parkway
Beaverton, Oregon 97006-6063
Telephone: (503) 626-5700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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ROBERT S. GREGG
Sr. Vice President-Finance and Legal and Chief Financial Officer
Sequent Computer Systems, Inc.
15450 S.W. Koll Parkway
Beaverton, Oregon 97006-6063
Telephone: (503) 626-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
MARGARET HILL NOTO JOHN A. FORE
Stoel Rives LLP Wilson Sonsini Goodrich & Rosati
900 SW Fifth Avenue, Suite 2300 Professional Corporation
Portland, Oregon 97204 650 Page Mill Road
(503) 224-3380 Palo Alto, California 94304
(415) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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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 dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-31189
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to be to be Offering Price per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share ............. 747,500 shares $27.125 $20,275,938 $6,145
==================================================================================================================
(1) Includes 97,500 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee based on the average of the high and low prices for the
Common Stock as reported by the Nasdaq National Market on July 29, 1997 in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The information in Amendment No. 2 to the Registration Statement filed by
Sequent Computer Systems, Inc. with the Securities and Exchange Commission on
July 28, 1997 (File No. 333-31189) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the
Registrant 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 the 29th day of July,
1997.
SEQUENT COMPUTER SYSTEMS, INC.
By: ROBERT S. GREGG
-------------------------------------
(Robert S. Gregg, Sr. Vice
President-Finance and
Legal and Chief Financial Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on July 29, 1997, by the following persons in
the capacities indicated.
Signature Title
--------- -----
KARL C. POWELL, JR. * Chairman of the Board, President,
- -------------------------------------- Chief Executive Officer and Director
(Karl C. Powell, Jr.) (Principal Executive Officer)
ROBERT S. GREGG Sr. Vice President-Finance and Legal
- -------------------------------------- and Chief Financial Officer (Principal
(Robert S. Gregg) Accounting and Financial Officer)
STEVE CHEN
- --------------------------------------* Director
(Steve Chen)
JOHN MCADAM
- --------------------------------------* Director
(John McAdam)
ROBERT C. MATHIS
- --------------------------------------* Director
(Robert C. Mathis)
MICHAEL S. SCOTT MORTON
- --------------------------------------* Director
(Michael S. Scott Morton)
RICHARD C. PALERMO
- --------------------------------------* Director
(Richard C. Palermo)
ROBERT W. WILMOT
- --------------------------------------* Director
(Robert W. Wilmot)
*By ROBERT S. GREGG
---------------------------------
Robert S. Gregg, Attorney-in-fact
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ------- ----------------------
5.1 Opinion of Stoel Rives LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)
Exhibit 5.1
July 29, 1997
Sequent Computer Systems, Inc.
15450 SW Koll Parkway
Beaverton, OR 97006-5700
We have acted as counsel for Sequent Computer Systems, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, covering 747,500 shares of Common Stock of the Company being sold by
the Company, which number includes 97,500 shares subject to an overallotment
option granted by the Company to the underwriters (collectively, the "Shares").
We have reviewed the corporate action of the Company in connection with this
matter and have examined the documents, corporate records and other instruments
we deemed necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that:
(i) The Company is a corporation existing under the laws of the State of
Oregon;
(ii) The Shares have been duly authorized; and
(iii) The Shares when issued and sold in the manner described in the
Registration Statement and in accordance with resolutions adopted by the Board
of Directors of the Company, and when payment therefor shall have been received
by the Company, will be legally issued, fully paid and nonassessable.
We consent to the use of our name in the Registration Statement and in the
Prospectus filed as a part thereof and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated January 23, 1997 relating
to the financial statements of Sequent Computer Systems, Inc., which appear in
such Prospectus. We also consent to the references to us under the headings
"Experts" and "Selected Consolidated Financial Data" in such Prospectus.
However, it should be noted that Price Waterhouse LLP has not prepared or
certified such "Selected Consolidated Financial Data."
PRICE WATERHOUSE LLP
Portland, Oregon
July 28, 1997
