As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-________
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.
Employee Stock Purchase Plan
(Full title of plan)
Robert S. Gregg
Senior Vice President of Finance and Legal
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 LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price (1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 4,550,000 Shares $18.0625 $66,415,468.69 $19,593.00
- ----------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the shares to
be registered, 2,093,807 shares are subject to grants at a maximum
aggregate purchase price of $22,050,482.63. The calculation of the
registration fee for the remaining 2,456,193 shares is based on $18.0625,
which was the average of the high and low prices of the Common Stock on May
20, 1998 as reported in The Wall Street Journal for Nasdaq National Market
Issues.
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>
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 con
tained 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 Bylaws also contain indemnification provisions.
The effects of the
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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, 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.
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<PAGE>
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.
---------
4.1 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).
4.2 Bylaws of the Company (Incorporated by reference to Exhibit 4B to
the Company's Registration Statement on Form S-8, File No.
33-39315).
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).
24.1 Powers of Attorney.
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:
(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
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<PAGE>
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.
(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.
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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 26, 1998.
SEQUENT COMPUTER SYSTEMS, INC.
By ROBERT S. GREGG
--------------------------------------
Robert S. Gregg,
Sr. Vice President of Finance and
Legal and Chief Financial Officer
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<PAGE>
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 26th day of May, 1998.
Signature Title
--------- -----
(1) Principal Executive Officer:
*KARL C. POWELL, JR. Chairman of the Board,
----------------------------- 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 and
Robert S. Gregg Chief Financial Officer
(3) Directors:
*JOHN McADAM Director
-----------------------------
John McAdam
*STEVE S. CHEN Director
-----------------------------
Steve S. Chen
*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
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<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------ -------------------- ------
4.1 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).
4.2 Bylaws of the Company (Incorporated by reference to
Exhibit 4B to the Company's Registration Statement on
Form S-8, File No. 33-39315).
5.1 Opinion of Counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).
24.1 Powers of Attorney.
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EXHIBIT 5.1
May 26, 1998
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 4,550,000 shares of common stock, $.01 par value, (the "Shares") of the
Company issuable in connection with the Company's Employee Stock Purchase 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 LLP
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 1998, which appears on
page 23 of the 1997 Annual Report on Form 10-K of Sequent Computer Systems,
Inc., for the year ended January 3, 1998. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears on
page F-2 of such Annual Report on Form 10-K
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Portland, Oregon
May 21, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
(Employee Stock Purchase 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., 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 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 Employee Stock Purchase
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: February 16, 1998.
KARL C. POWELL, JR.
-----------------------------------------
Karl C. Powell, Jr.
JOHN McADAM
-----------------------------------------
John McAdam
STEVE S. CHEN
-----------------------------------------
Steve S. Chen
MICHAEL S. SCOTT MORTON
-----------------------------------------
Michael S. Scott Morton
ROBERT W. WILMOT
-----------------------------------------
Robert W. Wilmot
ROBERT S. GREGG
-----------------------------------------
Robert S. Gregg
