<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CYRIX CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2218250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2703 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
(Address of principal executive offices, including zip code)
------------------------
CYRIX CORPORATION 1988 INCENTIVE STOCK PLAN
(Full title of the plan)
JAMES W. SWENT, III
SR. VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
2703 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
(Name and address of agent for service)
(972) 968-8387
(Telephone number, including area code, of agent for service)
copy to:
DEREK R. MCCLAIN
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2916
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.004 par value
per share...................... 1,000,000 shares $19.75 $19,750,000 $5,984.85
</TABLE>
* Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
based on the average of the bid and asked prices of the Common Stock reported
on the Nasdaq National Market on December 17, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information in the Registration Statements on Form S-8 of Cyrix
Corporation, a Delaware corporation (the "COMPANY"), filed with the Securities
and Exchange Commission (the "COMMISSION") on August 27, 1993, December 20, 1994
and November 16, 1995 (Registration Nos. 33-68006, 33-87604 and 33-99490), is
hereby incorporated by reference except to the extent amended as provided
herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Commission by the Company,
and are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
as amended by the Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1995, filed May 20, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and
filed with the Commission pursuant to the Exchange Act on May 3, 1996;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and
filed with the Commission pursuant to the Exchange Act on August 14,
1996;
(d) Quarterly Report on Form 10-Q for the quarter ended September 29, 1996
and filed with the Commission pursuant to the Exchange Act on November
13, 1996; and
(e) Description of the Company's Common Stock, $.004 par value per share,
contained in Item 1 of the Registration Statement on Form 8-A filed with
the Commission on July 14, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the effective date hereof and prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or superseded.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
<TABLE>
<S> <C>
4.1 Cyrix Corporation 1988 Incentive Stock Plan, as amended and restated as of January
26, 1996
4.2 Restated Certificate of Incorporation of the Company (filed as an exhibit to the
Registrant's Registration Statement on Form S-3, File No. 333-10669, as amended,
and incorporated herein by reference)
4.3 Bylaws of the Company as adopted by the Board of Directors of the Company as of
February 12, 1988, together with the Certificate of Amendment of Bylaws as adopted
by the Board of Directors as of March 16, 1988 and Certificate of Amendment of
Bylaws as adopted by the Board of Directors as of April 15, 1993 (filed as an
exhibit to the Registrant's Registration Statement on Form S-1, File No. 33-63144,
as amended, and incorporated herein by reference)
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
4.4 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of
Directors as of August 26, 1993 (filed as an exhibit to the Registrant's
Registration Statement on Form S-1, File No. 33-63114, as amended, and
incorporated herein by reference)
4.5 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of
Directors as of March 10, 1994 (filed as an exhibit to the Registrant's
Registration Statement on Form S-8, File No. 33-87604 and incorporated herein by
reference)
4.6 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of
Directors as of March 24, 1995 (filed as an exhibit to the Registrant's
Registration Statement on Form S-3, File No. 333-10669 and incorporated herein by
reference)
4.7 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of
Directors as of January 26, 1996 (filed as an exhibit to the Registrant's
Registration Statement on Form S-3, File No. 333-10669 and incorporated herein by
reference)
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 Consent of Ernst & Young L.L.P., Independent Auditors.
24.1 Powers of Attorney.
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Richardson, State of Texas, on December 19, 1996.
CYRIX CORPORATION
By: /s/ JAMES W. SWENT, III
-----------------------------------------
James W. Swent, III
CFO AND SR. VICE PRESIDENT OF FINANCE
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ JAMES W. SWENT, III Chairman of the Office of
- ------------------------------ the President (Principal December 19, 1996
James W. Swent, III Executive Officer)
HARVEY B. CASH*
- ------------------------------ Chairman of the Board and December 19, 1996
Harvey B. Cash Director
GERALD D. ROGERS*
- ------------------------------ Director December 19, 1996
Gerald D. Rogers
L.J. SEVIN*
- ------------------------------ Director December 19, 1996
L.J. Sevin
GARY STIMAC*
- ------------------------------ Director December 19, 1996
Gary Stimac
Sr. Vice President of
Finance, Chief Financial
/s/ JAMES W. SWENT, III Officer (Principal
- ------------------------------ Financial Officer and December 19, 1996
James W. Swent, III Principal Accounting
Officer)
*By: /s/ JAMES W. SWENT, III
-------------------------
James W. Swent, III
(ATTORNEY-IN-FACT FOR
EACH OF THE PERSONS
INDICATED)
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- --------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
4.1 Cyrix Corporation 1988 Incentive Stock Plan, as amended and restated as of January 26,
1996.......................................................................................
4.2 Restated Certificate of Incorporation of the Company (filed as an exhibit to the Registrant's
Registration Statement on Form S-3, File No. 333-10669, as amended, and incorporated herein
by reference)..............................................................................
4.3 Bylaws of the Company as adopted by the Board of Directors of the Company as of February 12,
1988, together with the Certificate of Amendment of Bylaws as adopted by the Board of
Directors as of March 16, 1988 and Certificate of Amendment of Bylaws as adopted by the
Board of Directors as of April 15, 1993 (filed as an exhibit to the Registrant's
Registration Statement on Form S-1, File No. 33-63144, as amended, and incorporated herein
by reference)..............................................................................
4.4 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as
of August 26, 1993 (filed as an exhibit to the Registrant's Registration Statement on Form
S-1, File No. 33-63114, as amended, and incorporated herein by reference)..................
4.5 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as
of March 10, 1994 (filed as an exhibit to the Registrant's Registration Statement on Form
S-8, File No. 33-87604 and incorporated herein by reference)...............................
4.6 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as
of March 24, 1995 (filed as an exhibit to the Registrant's Registration Statement on Form
S-3, File No. 333-10669 and incorporated herein by reference)..............................
4.7 Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as
of January 26, 1996 (filed as an exhibit to the Registrant's Registration Statement on Form
S-3, File No. 333-10669 and incorporated herein by reference)..............................
5.1 Opinion of Vinson & Elkins L.L.P.............................................................
23.1 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).................................
23.2 Consent of Ernst & Young L.L.P., Independent Auditors........................................
24.1 Powers of Attorney...........................................................................
</TABLE>
<PAGE>
CYRIX CORPORATION
1988 INCENTIVE STOCK PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 26, 1996)
1. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to the Employees, Consultants and Non-Employee
Directors of the Company and to promote the success of the Company's business.
The Plan is intended to comply with Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any
successor provision ("RULE 16B-3"), and the Plan shall be construed, interpreted
and administered to comply therewith.
Options granted hereunder may be either Incentive Stock Options or
"nonstatutory stock options," at the discretion of the Committee and as
reflected in the terms of the written option agreement. The Committee also has
the discretion to grant Stock Purchase Rights and Stock Bonuses hereunder.
2. DEFINITIONS. As used herein:
a. "BOARD" shall mean the Board of Directors of the Company.
b. "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
c. "COMMITTEE" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan.
d. "COMMON STOCK" shall mean the Common Stock, par value $.004 per
share, of the Company.
e. "COMPANY" shall mean Cyrix Corporation, a Delaware corporation.
f. "CONSULTANT" shall mean any person, other than a director or
employee of the Company or any Parent or Subsidiary of the Company, who is
engaged by the Company or any Parent or Subsidiary to render consulting
services.
g. "CONTINUOUS STATUS AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR" shall, for the purposes of the Plan and the Options granted and Shares
issued hereunder only, mean the absence of any interruption or termination of
service as an Employee, Consultant or Non-Employee Director. Continuous Status
as an Employee, Consultant or Non-Employee Director shall not be considered
interrupted in the case of sick leave (including leave on account of disability
or military leave) provided that such sick leave or military leave is for a
period of not more than 90 days, except as may otherwise be approved and
specified in writing by the Committee, or any other leave of absence approved
and specified in writing by the Committee, subject to any conditions of such
approval. In the event that at the end of such leave the Employee, Consultant or
Non-Employee Director does not resume his service to the Company or any Parent
or Subsidiary of the Company, his employment or relationship with the Company,
its Parents and its Subsidiaries (and his Continuous Status as an Employee,
Consultant or Non-Employee Director) shall be deemed to have terminated as of
the end of the leave period.
h. "EMPLOYEE" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company, or any Parent or Subsidiary of the Company.
i. "FAIR MARKET VALUE", with respect to the Common Stock as of any
date, shall mean (i) the average of the last reported bid and asked prices of
the Common Stock on the last trading day immediately preceding such date (or, if
not so reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ")), (ii) in the event the Common
Stock is listed on a stock exchange or quoted on the NASDAQ National Market
System, the reported closing price of the Common Stock on such exchange or in
the NASDAQ National Market System on the last trading day
1
<PAGE>
immediately prior to such date or (iii) if such stock is not then listed on such
an exchange or quoted on NASDAQ or the NASDAQ National Market System, an amount
determined in good faith by the Committee in its sole discretion.
j. "INCENTIVE STOCK OPTION" shall mean an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.
k. "NON-EMPLOYEE DIRECTOR" shall mean a director of the Company who is
not an Employee or Consultant.
l. "OPTION" shall mean a stock option granted pursuant to the Plan.
m. "OPTIONED STOCK" shall mean the Common Stock subject to an Option.
n. "OPTIONEE" shall mean an Employee, Consultant or Non-Employee
Director who receives an Option.
o. "PARENT" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
p. "PLAN" shall mean this 1988 Incentive Stock Plan, as amended from
time to time.
q. "PURCHASER" shall mean an Employee, Consultant or Non-Employee
Director who exercises a Stock Purchase Right.
r. "RULE 16B-3" means Rule 16b-3 under Section 16(b) of the Exchange
Act, or any successor rule, as it may be amended from time to time, and
references herein to paragraphs or clauses of Rule 16b-3 shall refer to the
corresponding paragraphs or clauses of Rule 16b-3 as it exists or the comparable
paragraphs or clauses of Rule 16b-3 as it may be amended.
s. "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
t. "STOCK BONUS" shall mean stock granted as compensation to an
Employee, Consultant or Non-Employee Director pursuant to the Plan.
u. "STOCK PURCHASE RIGHT" shall mean a right, other than an Option, to
purchase Common Stock pursuant to the Plan.
v. "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to adjustment pursuant to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and/or sold under the Plan is 7,218,334 shares of Common
Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased Shares
which were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan as if no Option or Stock
Purchase Right had been granted with respect to such Shares.
4. ADMINISTRATION OF THE PLAN.
a. ADMINISTRATION. The Committee shall administer the Plan with
respect to participants who are subject to Section 16(b) of the Exchange Act,
but shall not have the power to appoint members of the Committee or to
terminate, modify or amend the Plan. The Board may administer the Plan with
respect to all other participants or may delegate all or part of that duty to
the Committee or to any other person or persons. Unless the context otherwise
requires, references herein to the Committee shall also refer to the
2
<PAGE>
Board or its deligee as administrator of the Plan for participants who are not
subject to Section 16(b) of the Exchange Act. Unless the Board determines not to
have Options, Stock Purchase Rights and Stock Bonuses comply with the
requirements of Rule 16b-3 and Section 162(m) of the Code, the Committee shall
be constituted so that, as long as Common Stock is registered under Section 12
of the Exchange Act, (i) each member of the Committee shall be a disinterested
person within the meaning of Rule 16b-3, or any successor provision
("Disinterested Person"), that is a member of the Board, (ii) the Plan in all
other applicable respects will qualify transactions related to the Plan for the
exemptions from Section 16(b) of the Exchange Act provided by Rule 16b-3, to the
extent exemptions thereunder may be available, and (iii) no discretion regarding
the grant of Options, Stock Purchase Rights or Stock Bonuses to participants who
are subject to Section 16(b) of the Exchange Act shall be afforded to a person
who is not a Disinterested Person. The number of persons that shall constitute
the Committee shall be determined from time to time by a majority of all of the
members of the Board and, unless a majority of the Board determines otherwise,
shall be no less than two persons. Persons elected to serve on the Committee as
Disinterested Persons shall not (a) receive Options, Stock Purchase Rights or
Stock Bonuses or equity securities under any plan of the Company or its
affiliates while they are serving as members of the Committee and (b) have been
granted or awarded equity securities under the Plan or any other plan of the
Company or its affiliates within one year before their appointment to the
Committee becomes effective or (if applicable) the Common Stock is registered
under Section 12 of the Exchange Act, in each case except for receiving Options,
Stock Purchase Rights or Stock Bonuses or equity securities pursuant to
paragraphs (c)(2)(i)(A), (B), (C) or (D) of Rule 16b-3.
b. POWERS OF THE COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have the authority, in its discretion: (i) to grant Incentive
Stock Options, in accordance with Section 422 of the Code, or "non-statutory
stock options," Stock Purchase Rights or Stock Bonuses; (ii) to determine the
exercise price per share of Options or Stock Purchase Rights or Stock Bonuses to
be granted, which exercise price shall be determined in accordance with Section
7(a) of the Plan; (iii) to determine the Employees, Consultants or Non-Employee
Directors to whom, and the time or times at which, Options, Stock Purchase
Rights or Stock Bonuses shall be granted and the number of Shares to be
represented by each Option, Stock Purchase Right or Stock Bonus; (iv) to
interpret the Plan; (v) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vi) to determine the terms and provisions of each Option,
Stock Purchase Right or Stock Bonus granted (which need not be identical) and,
with the consent of the holder thereof, modify or amend each Option, Stock
Purchase Right or Stock Bonus; (vii) to accelerate or defer (with the consent of
the Optionee) the exercise date of any Option; (viii) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an Option, Stock Purchase Right or Stock Bonus previously granted under the
Plan; and (ix) to make all other determinations deemed necessary or advisable
for the administration of the Plan. Without limiting the generality of the
foregoing, the Committee may, but shall not be required to, grant Options, Stock
Purchase Rights and Stock Bonuses contingent upon, or condition the vesting of
any such awards upon, the attainment of one or more "performance goals" within
the meaning of Section 162(m) of the Code and applicable interpretive authority
thereunder.
c. EFFECT OF COMMITTEE'S DECISIONS. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees,
Purchasers and any other holders of any Options, Stock Purchase Rights or Stock
Bonuses granted under the Plan.
5. ELIGIBILITY.
a. Employees, Consultants and Non-Employee Directors shall be eligible
to receive Options, Stock Purchase Rights and Stock Bonuses. Incentive Stock
Options may be granted only to Employees. An Employee, Consultant or
Non-Employee Director who has been granted an Option, Stock Purchase Right or
Stock Bonus may, if he is otherwise eligible, be granted additional Option(s),
Stock Purchase Right(s) or Stock Bonus(es).
3
<PAGE>
b. No Incentive Stock Option may be granted to an Employee which, when
aggregated with all other Incentive Stock Options granted to such Employee by
the Company or any Parent or Subsidiary of the Company, would result in Shares
having an aggregate Fair Market Value (determined for each Share as of the date
of grant of the Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more Incentive Stock Options
during any calendar year.
c. Section 5(b) of the Plan shall apply only to an Incentive Stock
Option evidenced by an "Incentive Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall qualify as an
Incentive Stock Option. Section 5(b) of the Plan shall not apply to any Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall be a
nonstatutory stock option.
d. The Plan shall not confer upon any Optionee, Purchaser or grantee of
a Stock Purchase Right or a Stock Bonus any right with respect to continuation
of employment, consulting relationship or directorship with the Company, nor
shall it interfere in any way with his right or the Company's or its
stockholders' right to terminate his employment, consulting relationship or
directorship at any time.
e. No Employee, Consultant or Non-Employee Director serving on the
Committee shall be eligible to receive Options, Stock Purchase Rights or Stock
Bonuses, while serving on the Committee.
6. TERM OF PLAN. The Plan, as amended and restated shall become effective
upon its approval by the Board, subject to approval by the stockholders of the
Company. Prior to such stockholder approval, awards may be granted under the
Plan, as so amended and restated, subject to such stockholder approval. The Plan
shall continue in effect until March 16, 1998 unless sooner terminated under
Section 14 of the Plan.
7. EXERCISE PRICE AND CONSIDERATION.
a. The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option, Stock Purchase Right or Stock Bonus shall be such price
as is determined by the Committee, but shall be subject to the following:
i. In the case of any Incentive Stock Option, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.
ii. In the case of any Nonstatutory Stock Option or Stock Purchase
Right, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
iii. In the case of any Stock Bonus, the per Share price for tax
and accounting purposes shall be 100% of the Fair Market Value per Share on the
date of grant.
iv. In the case of any Incentive Stock Option granted to any person
who, at the time of the grant of such Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary of the Company, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of grant.
b. The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of payment,
shall be determined by the Committee and may consist entirely of cash, check,
promissory note (provided that the par value of such Shares be paid in cash,
services rendered or property), other shares of Common Stock having a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option or Stock Purchase Right shall be exercised,
or any combination of such methods of payment, or such other consideration and
method of payment for the issuance of Shares to the extent permitted under the
Delaware General Corporation Law, as amended from time to time.
4
<PAGE>
8. OPTIONS.
a. TERM OF OPTION. The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the
Stock Option Agreement. However, in the case of an Incentive Stock Option
granted to an Optionee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant thereof or
such shorter time as may be provided in the Stock Option Agreement.
b. EXERCISE OF OPTION.
i. TERMINATION OF STATUS AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR. If an Optionee's Continuous Status as an Employee, Consultant or
Non-Employee Director terminates, the Optionee may, but only within one (1)
month (or such other period of time not exceeding three (3) months as is
determined and specified in writing by the Committee) after the date he ceases
to be an Employee, Consultant or Non-Employee Director (as the case may be) of
the Company (but in no event later than ten years from the date of grant of the
Option), exercise his Option to the extent that (x) the Option was vested and
(y) he was entitled to exercise it, in each case at the date of such
termination. To the extent that the Option was not vested or he was not entitled
to exercise the Option at the date of such termination, or if he does not
exercise such Option within the time specified herein, the Option shall
terminate.
ii. DISABILITY. Notwithstanding the provisions of Section 8(b)(i)
above, in the event of termination of Continuous Status as an Employee,
Consultant or Non-Employee Director as a result of an Optionee's permanent and
total disability (as defined in Section 22(e)(3) of the Code), the Optionee may,
but only within three (3) months (or such other period of time not less than
three (3) months nor more than twelve (12) months, as determined and specified
in writing by the Committee) from the date of termination (but in no event later
than ten years from the date of grant of the Option), exercise his Option to the
extent that (x) the Option was vested and (y) the Optionee was entitled to
exercise it, in each case, at the date of such termination. To the extent that
the Option was not vested or the Optionee was not entitled to exercise the
Option at the date of such termination, or if the Optionee does not exercise
such Option within the time specified herein, the Option shall terminate.
iii. DEATH OF OPTIONEE. Notwithstanding the provisions of Section
8(b)(i) above, in the event of (x) the death of an Optionee during the term of
his Option, where such Optionee is at the time of his death an Employee,
Consultant or Non-Employee Director of the Company and such Optionee shall at
the date of death have been in Continuous Status as an Employee, Consultant or
Non-Employee Director since the date of grant of the Option, or (y) the death of
an Optionee within thirty (30) days after the termination of such Optionee's
Continuous Status as an Employee, Consultant or Non-Employee Director, then the
Option may be exercised at any time within six (6) months (or such other period
of time not less than six (6) months nor more than twelve (12) months as
determined and specified in writing by the Committee) following the date of
death (but in no event later than ten years from the date of grant of the
Option), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent that (x)
the Option was vested as of the date of termination and (y) the Optionee was
entitled to exercise it at the date of termination.
c. PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable and shall vest at such times and under such
conditions as determined by the Committee, including performance criteria with
respect to the Company and/or the Optionee, as shall be permissible under the
terms of the Plan.
The Company shall not be required to issue fractional Shares upon the
exercise of an Option. The value of any fractional Share subject to an Option
shall be paid in cash in connection with the exercise that results in all full
Shares subject to the grant having been exercised, based on the Fair Market
Value of the Common Stock on the date of such exercise.
5
<PAGE>
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Committee, consist of any
consideration and method of payment allowable under Section 7(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 12 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the number
of Shares that thereafter shall be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.
9. STOCK PURCHASE RIGHTS.
a. RIGHTS TO PURCHASE. After the Committee determines that it will
offer an Employee, Consultant or Non-Employee Director the right to purchase
Shares under the Plan, it shall advise the offeree in writing of the terms,
conditions and restrictions relating to the offer, including the number of
Shares that such person shall be entitled to purchase, and the time within which
such person must accept such offer, which shall in no event exceed ninety (90)
days from the date upon which the Committee made the determination to grant the
Stock Purchase Right. The offer shall be accepted by execution of a "Restricted
Stock Purchase Agreement" in the form determined by the Committee.
b. ISSUANCE OF SHARES. Forthwith after payment therefor, the Shares
purchased shall be duly issued; provided, however, that the Committee may
require that the Purchaser make adequate provision for any applicable Federal
and State withholding obligations as a condition to the Purchaser purchasing
such Shares.
c. REPURCHASE OPTION. Unless the Committee determines otherwise, the
Restricted Stock Purchase Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the Purchaser's
employment with the Company or any Parent or Subsidiary of the Company for any
reason (including death or disability). If the Committee so determines, the
Restricted Stock Purchase Agreement may provide that the purchase price for
Shares repurchased shall be the original price paid by the Purchaser and may be
paid by cancellation of any indebtedness of the Purchaser to the Company. The
repurchase option shall lapse at such a rate as the Committee may determine.
d. OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Committee.
e. RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing the Shares as to which
a Stock Purchase Right has been exercised, no right to vote or to receive
dividends or any other rights as a stockholder shall exist with respect to
shares of Common Stock subject to a Stock Purchase Right, notwithstanding the
exercise of a Stock Purchase Right. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 12 of the Plan. If the Restricted Stock
Purchase Agreement contains a repurchase option as described in subparagraph (c)
of this Section 9, each stock certificate evidencing the Shares purchased
pursuant to a Stock Purchase Right shall be registered in the name of the
Purchaser and such certificate evidencing such Shares shall be deposited with
the Company, together with a stock power duly endorsed in blank, upon such
issuance and continuing until the repurchase option with respect to such Shares
has lapsed.
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f. SHARES AVAILABLE UNDER THE PLAN. Exercise of a Stock Purchase Right
in any manner shall result in a decrease in the number of Shares that thereafter
shall be available, both for purposes of the Plan and for sale under the Stock
Purchase Right, by the number of Shares as to which the Stock Purchase Right is
exercised. Shares repurchased by the Company pursuant to Section 9(c) hereof
shall not be available for reissuance under the Plan.
10. STOCK BONUSES.
a. GRANTING OF STOCK BONUSES. Stock Bonuses may be granted to
Employees, Consultants or Non-Employee Directors in consideration for past
performance and as incentives for future performance. The Committee shall advise
recipients of Stock Bonuses in writing of the terms, conditions and restrictions
(which may include, without limitation, restrictions on the transfer of or the
right to vote or receive dividends on the Shares subject to such grant) relating
to the Stock Bonus, including the number of Shares such person will be entitled
to receive and restrictions on the Shares. The Stock Bonus will be accepted by
execution of a "Stock Bonus Agreement" in the form determined by the Committee.
b. ISSUANCE OF SHARES. The Shares shall be duly issued immediately
after the grant of the Stock Bonus; provided, however, that the Committee may
require that the grantee make adequate provision for any applicable Federal and
State withholding obligations as a condition to the grantee receiving such
Shares.
c. REPURCHASE OPTION. Unless the Committee determines otherwise, the
Stock Bonus Agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the grantee's employment with
the Company or any Parent or Subsidiary of the Company for any reason (including
death or disability). If the Committee so determines, the Stock Bonus Agreement
may provide that the purchase price for Shares repurchased shall be the Fair
Market Value of the Shares on the date of grant and may be paid by cancellation
of any indebtedness of the grantee to the Company. The repurchase option shall
lapse at such a rate as the Committee may determine.
d. OTHER PROVISIONS. The Stock Bonus Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Committee.
e. RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing the Shares as to which
a Stock Bonus has been exercised, no right to vote or to receive dividends or
any other rights as a stockholder shall exist with respect to shares of Common
Stock subject to the Stock Bonus. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 12 of the Plan. If the Stock Bonus
Agreement contains a repurchase option as described in subparagraph (b) of this
Section 10, each stock certificate evidencing the Shares purchased pursuant to a
Stock Purchase Right shall be registered in the name of the Purchaser and such
certificate evidencing such Shares shall be deposited with the Company, together
with a stock power duly endorsed in blank, upon such issuance and continuing
until the repurchase option with respect to such Shares has lapsed.
f. SHARES AVAILABLE UNDER THE PLAN. Granting and acceptance of a Stock
Bonus shall result in a decrease in the number of Shares that thereafter shall
be available for purposes of the Plan. Shares repurchased by the Company
pursuant to Section 10(c) hereof shall not be available for reissuance under the
Plan.
11. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined in the Code or Employee Retirement Income Security Act, or the rules
thereunder. The designation of a beneficiary by an Optionee or grantee of a
Stock Purchase Right does not constitute a transfer. An Option or Stock Purchase
Right may be exercised, during the lifetime of the Optionee or grantee of a
Stock
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Purchase Right, only by the Optionee or grantee of the Stock Purchase Right, as
applicable, or a transferee permitted by this Section 11.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
a. Subject to any required action by the stockholders of the Company,
the number of shares of Common Stock covered by each outstanding Option and
Stock Purchase Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Stock Purchase Right, as well as
the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option or Stock Purchase Right.
b. In the event of the proposed dissolution or liquidation of the
Company, any outstanding Options or Stock Purchase Rights shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee. The Committee may, in the exercise of its sole
discretion in such instances, declare that any Option or Stock Purchase Right
shall terminate as of a date fixed by the Committee, and may give each Optionee
the right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, Options
and Stock Purchase Rights shall be assumed or an equivalent option or right
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless, in the case of an Option, the Committee
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable. If the Committee makes an Option
fully exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Committee shall notify the Optionee that the Option shall
be fully exercisable for a period of thirty (30) days from the date of such
notice, and the Option will terminate upon the expiration of such period.
13. TIME OF GRANTING OPTIONS, STOCK PURCHASE RIGHTS OR STOCK BONUSES. The
date of grant of an Option, Stock Purchase Right or Stock Bonus shall, for all
purposes, be the date on which the Committee makes the determination granting
such Option, Stock Purchase Right or Stock Bonus. Notice of the determination
shall be given to each Employee, Consultant or Non-Employee Director to whom an
Option, Stock Purchase Right or Stock Bonus is so granted within reasonable time
after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
a. AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable;
provided that, to the extent necessary and desirable to comply with Rule 16b-3
under the Exchange Act (or any other applicable law or regulation), the Company
shall obtain approval of the stockholders of the Company to Plan amendments.
b. EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options, Stock Purchase Rights or Stock
Bonuses already granted and such Options, Stock
8
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Purchase Rights or Stock Bonuses shall remain in full force and effect as if the
Plan had not been amended or terminated, unless mutually agreed otherwise
between the Committee and the Optionee, Purchaser or holder of a Stock Purchase
Right or Stock Bonus, which agreement must be in writing and signed by the
Company and the Optionee, Purchaser or holder of the Stock Purchase Right or
Stock Bonus.
15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option, Stock Purchase Right or Stock Bonus
unless the exercise of such Option or Stock Purchase Right or granting of such
Stock Bonus and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option or Stock Purchase Right, the
Company may require the person exercising such Option or Stock Purchase Right to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
16. RESERVATION OF SHARES. The Company, during the term of the Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.
17. OPTION AND STOCK AGREEMENTS. Options shall be evidenced by written
option agreements in such form as the Committee shall approve. Upon the exercise
of Stock Purchase Rights, a Purchaser shall execute a Restricted Stock Purchase
Agreement in such form as the Committee shall approve. Stock Bonuses shall be
evidenced by a Stock Bonus Agreement in such form as the Committee shall
approve.
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<PAGE>
EXHIBIT 5.1
[Vinson & Elkins L.L.P Letterhead]
December 18, 1996
Cyrix Corporation
2703 North Central Expressway
Richardson, Texas 75080
Ladies and Gentlemen:
We are acting as counsel for Cyrix Corporation, a Delaware corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-8 (the "Registration Statement") relating to a proposed periodic offering and
sale of up to an aggregate of 1,000,000 shares (the "Shares") of the Company's
common stock, par value $.004 per share (the "Common Stock"), which may be
issued pursuant to the Cyrix Corporation 1988 Incentive Stock Plan (the "Plan").
In this connection, we have examined the corporate records of the Company,
including its Restated Certificate of Incorporation, as amended, its Bylaws, as
amended, and certain resolutions of the Board of Directors of the Company. We
have also examined the Registration Statement, together with the exhibits
thereto (including the Plan), and such other certificates of officers of the
Company and of public officials, documents and records as we have deemed
necessary or appropriate for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising in
connection with our examination of corporate documents, records and other
documents and writings, we have relied upon certificates and other
communications of corporate officers of the Company, without further
investigation as to the facts set forth therein.
Based upon the foregoing, we are of the opinion that the Shares to be issued
pursuant to the Plan have been validly authorized for issuance and, when the
Shares are issued and paid for in accordance with the terms of the Plan (and
options granted thereunder), the Shares so issued will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, but we do not thereby admit that we are within the class
of persons whose consent is required under the provisions of the Securities Act
or the rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
By: /s/ SHARON L. MABERRY
-----------------------------------------
Sharon L. Maberry
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the registration of 1,000,000 shares of its common stock
pertaining to the Cyrix Corporation 1988 Incentive Stock Plan of our report
dated January 18, 1996 with respect to the consolidated financial statements and
schedule of Cyrix Corporation included in the Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
December 19, 1996
<PAGE>
EXHIBIT 24.1
CYRIX CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cyrix
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Russell N. Fairbanks, Jr., and Jay W. Swent, III, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, as well as any rules, regulations and requirements of any other
regulatory authority, in connection with the offering and sale by the Company of
up to 7,218,334 shares (including shares registered on previous registration
statements) of the Company's common stock, $.004 par value per share, pursuant
to the Cyrix Corporation 1988 Incentive Stock Plan, including the filing by the
Company under the Act of one or more registration statements on Form S-8, and
any or all post-effective amendments thereto (collectively, the "Registration
Statement"), with all exhibits and any and all documents required to be filed as
a part of, an exhibit to, or in connection with said Registration Statement,
with the Securities and Exchange Commission or any other regulatory authority,
granting unto said attorneys-in-fact and agents, and either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 19th day of
December, 1996.
/s/ HARVEY B. CASH
-----------------------------------------
(Signature)
Harvey B. Cash
-----------------------------------------
(Please Print Full Name)
<PAGE>
CYRIX CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cyrix
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Russell N. Fairbanks, Jr., and Jay W. Swent, III, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, as well as any rules, regulations and requirements of any other
regulatory authority, in connection with the offering and sale by the Company of
up to 7,218,334 shares (including shares registered on previous registration
statements) of the Company's common stock, $.004 par value per share, pursuant
to the Cyrix Corporation 1988 Incentive Stock Plan, including the filing by the
Company under the Act of one or more registration statements on Form S-8, and
any or all post-effective amendments thereto (collectively, the "Registration
Statement"), with all exhibits and any and all documents required to be filed as
a part of, an exhibit to, or in connection with said Registration Statement,
with the Securities and Exchange Commission or any other regulatory authority,
granting unto said attorneys-in-fact and agents, and either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 19th day of
December, 1996.
/s/ GERALD D. ROGERS
-----------------------------------------
(Signature)
Gerald D. Rogers
-----------------------------------------
(Please Print Full Name)
<PAGE>
CYRIX CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cyrix
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Russell N. Fairbanks, Jr., and Jay W. Swent, III, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, as well as any rules, regulations and requirements of any other
regulatory authority, in connection with the offering and sale by the Company of
up to 7,218,334 shares (including shares registered on previous registration
statements) of the Company's common stock, $.004 par value per share, pursuant
to the Cyrix Corporation 1988 Incentive Stock Plan, including the filing by the
Company under the Act of one or more registration statements on Form S-8, and
any or all post-effective amendments thereto (collectively, the "Registration
Statement"), with all exhibits and any and all documents required to be filed as
a part of, an exhibit to, or in connection with said Registration Statement,
with the Securities and Exchange Commission or any other regulatory authority,
granting unto said attorneys-in-fact and agents, and either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 19th day of
December, 1996.
/s/ L.J. SEVIN
-----------------------------------------
(Signature)
L.J. Sevin
-----------------------------------------
(Please Print Full Name)
<PAGE>
CYRIX CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cyrix
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Russell N. Fairbanks, Jr., and Jay W. Swent, III, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys-in-fact and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, as well as any rules, regulations and requirements of any other
regulatory authority, in connection with the offering and sale by the Company of
up to 7,218,334 shares (including shares registered on previous registration
statements) of the Company's common stock, $.004 par value per share, pursuant
to the Cyrix Corporation 1988 Incentive Stock Plan, including the filing by the
Company under the Act of one or more registration statements on Form S-8, and
any or all post-effective amendments thereto (collectively, the "Registration
Statement"), with all exhibits and any and all documents required to be filed as
a part of, an exhibit to, or in connection with said Registration Statement,
with the Securities and Exchange Commission or any other regulatory authority,
granting unto said attorneys-in-fact and agents, and either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 19th day of
December, 1996.
/s/ GARY STIMAC
-----------------------------------------
(Signature)
Gary Stimac
-----------------------------------------
(Please Print Full Name)
