As filed with the Securities and Exchange Commission on October 23, 1997
Registration No. 333-1430
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TERA COMPUTER COMPANY
(Exact Name of Registrant as Specified in its Charter)
Washington 93-0962605
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
--------------------
2815 Eastlake Avenue East
Seattle, Washington 98102-3027
(Address of Principal Executive Offices)
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1995 INDEPENDENT DIRECTOR STOCK OPTION PLAN
1995 STOCK OPTION PLAN
(Full Title of Plan)
------------------
Kenneth W. Johnson
Chief Financial Officer
TERA COMPUTER COMPANY
2815 Eastlake Avenue East
Seattle, Washington 98102-3027
Tel.: (206) 325-0800
Fax: (206) 325-2423
(Name, Address, Telephone and Facsimile numbers, Including Area Code,
of Agent for Service)
-------------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
===================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,600,000 shares $12.3125 $19,700,000 $5,970
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c).
</FN>
===================================================================================================================
</TABLE>
<PAGE>
This post-effective amendment to the Registration Statement on Form S-8,
Registration No. 333-1430 (the "Registration Statement"), filed by Tera Computer
Company (the "Company") with the Securities and Exchange Commission on February
16, 1996, registers 1,600,000 additional shares of the Company's common stock,
par value $0.01 per share, issuable upon exercise of stock options granted or to
be granted pursuant to the Company's 1995 Stock Option Plan (the "Plan").
Pursuant to the Securities Act of 1933, as amended, the Company registers these
securities in addition to securities of the same class previously filed on the
Registration Statement relating to the Plan and, in accordance with General
Instruction E to Form S-8, the contents of the Registration Statement are
incorporated by reference herein.
In accordance with General Instruction E to Form S-8, the following
exhibits are filed herewith:
Exhibit No.
4.1 Restated Articles of Incorporation of the Company *
4.2 Restated Bylaws of the Company *
4.3 Tera Computer Company 1995 Stock Option Plan *
5 Opinion of Stoel Rives LLP
23.1 Consent of Deloitte & Touch LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5)
24 Power of Attorney **
- - ------------------------
* Incorporated by reference to the Company's Registration Statement on Form SB-2
(Registration No. 33- 95460-LA), including any amendment filed for the purpose
of updating such Registration Statement.
** Incorporated by reference to the Company's Registration Statement on Form S-8
(Registration No. 333- 1430).
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 Seattle, State of Washington, on October 22, 1997.
TERA COMPUTER COMPANY
By: /s/ JAMES E. ROTTSOLK
-----------------------------------------
James E. Rottsolk
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following persons in the
capacities indicated below on the 22nd day of October, 1997:
Signature and Title
/s/ BURTON J. SMITH *
- - ----------------------------------- ---------------------------------------
Burton J. Smith Daniel J. Evans, Director
Chairman of the Board of Directors
/s/ JAMES E. ROTTSOLK *
- - ----------------------------------- ---------------------------------------
James E. Rottsolk Kenneth W. Kennedy, Director
Chief Executive Officer and Director
/s/ KENNETH W. JOHNSON *
- - ----------------------------------- ---------------------------------------
Kenneth W. Johnson John W. Titcomb, Jr., Director
Chief Financial Officer
/s/ JAMES E. ROTTSOLK
- - -----------------------------------
* By: James E. Rottsolk
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 Restated Articles of Incorporation
of the Company *.........................................
4.2 Restated Bylaws of the Company *.........................
4.3 Tera Computer Company 1995 Stock
Option Plan * ......................................
5 Opinion of Stoel Rives LLP...............................
23.1 Consent of Deloitte & Touch LLP..........................
23.2 Consent of Stoel Rives LLP (included in Exhibit 5).......
24 Power of Attorney ** ....................................
* Incorporated by reference to the Company's Registration Statement on Form SB-2
(Registration No. 33- 95460-LA), including any amendment filed for the purpose
of updating such Registration Statement.
** Incorporated by reference to the Company's Registration Statement on Form S-8
(Registration No. 333- 1430).
4
October 23, 1997
Tera Computer Company
2815 Eastlake Avenue East
Seattle, Washington 98102
Re: Post-Effective Amendment No. 1 to Form S-8 Registration Statement,
Registration No. 333-1430
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8,
Registration No. 333-1430 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission to register an additional 1,600,000 shares of
common stock, $.01 par value (the "Common Stock"), of Tera Computer Company, a
Washington corporation (the "Company"), issuable upon the exercise of options
granted or to be granted pursuant to the Company's 1995 Stock Option Plan (the
"Plan").
We have reviewed the corporate action of the Company in connection with
this matter and have examined the corporate records and other documents we
deemed necessary for purposes of this opinion. For the purposes of our
examination, we have assumed the genuineness of all signatures on original
documents and the conformity to original documents of all copies submitted to
us.
On the basis of and relying upon the foregoing examination and assumptions,
we are of the opinion that the shares of Common Stock issuable upon exercise of
options granted or to be granted pursuant to the Plan, when issued in accordance
therewith, will be validly issued, fully paid, and nonassessable.
This opinion is limited to the law of the State of Washington, to the
federal laws of the United States, and to the judicial interpretations thereof
and to the facts as they presently exist. No opinion is expressed by us as to
the effect of the laws of any other jurisdiction or as to matters of conflict or
choice of law. We undertake no obligation to advise you as a result of
developments occurring after the date hereof or as a result of facts or
circumstances brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/
STOEL RIVES LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-1430 on Form S-8 of Tera Computer
Company of our report dated February 7, 1997, appearing in the Annual Report on
Form 10-KSB of Tera Computer Company for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
October 21, 1997
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