As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 333-37465
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1 to
Form S-3 Registration Statement
Under
The Securities Act of 1933
TERA COMPUTER COMPANY
(Exact name of registrant as specified in its charter)
WASHINGTON 93-0962605
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2815 Eastlake Avenue East
Seattle, WA 98102-3027
(206) 325-0800 (telephone)
(206) 325-2433 (facsimile)
(Address, including zip code, and telephone and
facsimile numbers, including area code, of
principal executive offices)
James E. Rottsolk, President
Tera Computer Company
2815 Eastlake Avenue
Seattle, WA 98102-3027
(206) 325-0800 (telephone)
(206) 325-2433 (facsimile)
(Name, address, including zip code,
and telephone and facsimile numbers, including area
code, of agent for service)
Copy to:
Christopher J. Voss
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
Approximate date of commencement of proposed
sale to the public: October 30, 1997
-------------------------------------
<PAGE>
On October 8, 1997, Tera Computer Company, a Washington corporation (the
"Company") registered for resale an aggregate of 800,000 shares of Common Stock
issuable upon conversion of the Company's Series C Convertible Preferred Stock
(the "Series C Stock") and in payment of accrued dividends thereon. The Series C
Stock has been fully converted, and the Company issued an aggregate of 478,526
shares upon conversion thereof and payment of accrued dividends thereon. The
Selling Shareholder has informed the Company that it has sold in market
transactions all 478,526 shares of Common Stock issued by the Company in this
regard.
The Company hereby deregisters the remaining 321,474 shares of Common Stock
that were reserved for issuance upon conversion of the Series C Stock and
payment of accrued dividends thereon, but which were not issued.
<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-3 and has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Seattle,
State of Washington, on December 15, 1997.
TERA COMPUTER COMPANY
By: /s/
-----------------------------------------
James E. Rottsolk
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by
the following persons in the capacities indicated below on the 15th day of
December, 1997:
Signature and Title
- -------------------
* *
- ----------------------------------- ---------------------------------------
Burton J. Smith Daniel J. Evans, Director
Chairman of the Board of Directors
/s/ *
- ----------------------------------- ---------------------------------------
James E. Rottsolk Kenneth W. Kennedy, Director
Chief Executive Officer and Director
/s/ *
- ----------------------------------- ---------------------------------------
Kenneth W. Johnson John W. Titcomb, Jr., Director
Chief Financial and Accounting Officer
*
- -----------------------------------
David N. Cutler, Director
*By /s/
--------------------------------
James E. Rottsolk
Attorney-in-Fact
