<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1997
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)
DELAWARE 75-2218250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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>
============================================================================================================
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 900,000 shares $ 34.0625 $30,656,250 $9,289.77
per share
============================================================================================================
* 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 October 8, 1997.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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, November 16, 1995 and December 23, 1996 (Registration Nos. 33-68006,
33-87604, 33-99490 and 333-18579), 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:
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as
amended by the Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1996, filed May 16, 1997;
Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, and
filed with the Commission pursuant to the Exchange Act on May 2, 1997;
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and
filed with the Commission pursuant to the Exchange Act on August 12,
1997;
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:
4.1 Cyrix Corporation 1988 Incentive Stock Plan, as amended and restated
as of January 16, 1997
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 Restated Bylaws of the Company as adopted by the Board of Directors
of the Company as of April 17, 1997 (filed as an exhibit to the
Registrant's Registration Statement on Form 10-Q, File
No. 000-21904, and incorporated herein by reference).
<PAGE>
4.4 Indenture, dated as of May 28, 1996, between the Registrant and Bank
of Montreal Trust Company as Trustee (filed as an exhibit to the
Registrant's Registration Statement on Form S-3, File No. 333-10669,
and incorporated herein as 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 LLP, Independent Auditors.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, 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 (1)(i) and (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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for purposes of determining any liability under the Securities
Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
<PAGE>
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
<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 October 15, 1997.
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.
<TABLE>
Signature Title
--------- -----
<S> <C> <C>
/s/ James W. Swent, III Chairman of the Office of the President October 15, 1997
- ------------------------------ (Principal Executive Officer)
James W. Swent, III
HARVEY B. CASH*
- ------------------------------ Chairman of the Board and Director October 15, 1997
Harvey B. Cash
L.J. SEVIN*
- ------------------------------ Director October 15, 1997
L.J. Sevin
MELVIN SHARP*
- ------------------------------ Director October 15, 1997
Melvin Sharp
GARY STIMAC*
- ----------------------------- Director October 15, 1997
Gary Stimac
/s/ James W. Swent, III Sr. Vice President of Finance, Chief October 15, 1997
- ----------------------------- Financial Officer (Principal Financial
James W. Swent, III Officer and Principal Accounting
Officer)
*By: /s/ James W. Swent, III
-------------------------
James W. Swent, III
(Attorney-in-fact
for each of the
persons indicated)
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description of Exhibit Page No.
- ------- ---------------------- ----------
4.1 Cyrix Corporation 1988 Incentive Stock Plan, as
amended and restated as of January 16, 1997.
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 Restated Bylaws of the Company as adopted by the Board
of Directors of the Company as of April 17, 1997
(filed as an exhibit to the Registrant's Registration
Statement on Form 10-Q, File No. 000-21904, and
incorporated herein by reference).
4.4 Indenture, dated as of May 28, 1996, between the
Registrant and Bank of Montreal Trust Company as
Trustee (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 LLP, Independent Auditors.
24.1 Powers of Attorney.
<PAGE>
Exhibit 4.1
CYRIX CORPORATION
1988 INCENTIVE STOCK PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 16, 1997)
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 an 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 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.
<PAGE>
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.
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 8,118,334 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 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,
<PAGE>
(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).
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.
<PAGE>
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.
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.
<PAGE>
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 in the case of an Incentive Stock Option, as 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.
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.
<PAGE>
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.
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.
<PAGE>
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 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
<PAGE>
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 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 Purchaser 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.
<PAGE>
Exhibit 5.1
[Vinson & Elkins L.L.P. letterhead]
October 15, 1997
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 900,000 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 M. Cooper
-----------------------------------------
Sharon M. Cooper
<PAGE>
Exhibit 23.2
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) pertaining to the 1988 Incentive Stock Plan of our
report dated January 16, 1997, with respect to the consolidated financial
statements and schedule of the Cyrix Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 15, 1997
<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 Jay W. Swent, III as his true and lawful attorney-in-fact and agent,
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 attorney-in-fact and agent
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
8,118,334 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 15th day of
October 1997.
/s/ Harvey B. Cash
---------------------------------------
(Signature)
Harvey B. Cash
---------------------------------------
(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 Jay W. Swent, III as his true and lawful attorney-in-fact and agent,
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 attorney-in-fact and agent
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
8,118,334 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 15th day of
October 1997.
/s/ L.J. Sevin
---------------------------------------
(Signature)
L.J. Sevin
---------------------------------------
(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 Jay W. Swent, III as his true and lawful attorney-in-fact and agent,
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 attorney-in-fact and agent
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
8,118,334 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 15th day of
October 1997.
/s/ Melvin Sharp
---------------------------------------
(Signature)
Melvin Sharp
---------------------------------------
(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 Jay W. Swent, III as his true and lawful attorney-in-fact and agent,
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 attorney-in-fact and agent
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
8,118,334 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 15th day of
October 1997.
/s/ Gary Stimac
---------------------------------------
(Signature)
Gary Stimac
---------------------------------------
(Full Name)
