As filed with the Securities and Exchange Commission on August 26, 1999
Registration No. 333-83523
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.)
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of principal executive offices)
------------------
Kenneth W. Johnson, Chief Financial Officer
Tera Computer Company
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (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:
From time to time after this registration statement becomes effective
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If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
<PAGE>
PROSPECTUS, Subject to Completion, dated August 26, 1999
TERA COMPUTER COMPANY
2,331,655 shares of Common Stock
These shares of Common Stock are being offered and sold from time to time
by certain of our current shareholders.
The selling shareholders may sell the shares from time to time at fixed
prices, market prices, prices computed with formulas based on market prices, or
at negotiated prices, and may engage a broker or dealer to sell the shares. For
additional information on the selling shareholders' possible methods of sale,
you should refer to the section of this prospectus entitled "Plan of
Distribution" on page 5. We will not receive any proceeds from the sale of the
shares, but will bear the costs relating to the registration of the shares.
Concurrent with this offering, several shareholders, including the selling
shareholders named in this prospectus, are offering an aggregate of 18,420,447
shares of our common stock under other prospectuses contained in registration
statements filed by us.
Our Common Stock is traded on the Nasdaq National Market under the symbol
"TERA." On August 25, 1999, the closing price for our Common Stock was
$5.375 per share.
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The shares offered in this prospectus involve a high degree of risk. You
should carefully consider the "Risk Factors" contained in our Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999 filed with the
Securities and Exchange Commission on August 16, 1999 and in our future
filings made with the Securities and Exchange Commission, which are incorporated
by reference in this prospectus, in determining whether to purchase shares of
our Common Stock.
-------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares, or determined if this
prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
-------------------------------
The date of this Prospectus is _____, 1999.
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TABLE OF CONTENTS
Section Page
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . .5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Limitation of Liability and Indemnification . . . . . . . . . . . .7
Information Incorporated by Reference . . . . . . . . . . . . . . .7
Available Information . . . . . . . . . . . . . . . . . . . . . . .8
You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 7.
Neither Tera nor the selling shareholders have authorized any other person to
provide you with information different from that contained in this prospectus.
The shares of Common Stock are not being offered in any jurisdiction where
the offering is not permitted.
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OUR BUSINESS
Tera Computer Company designs, builds and sells high-performance computer
systems, sometimes referred to as "supercomputers." Our executive offices are
located at Merrill Place, Suite 600, 411 First Avenue South, Seattle, WA
98104-2860, and our telephone number is (206) 701-2000.
SELLING SHAREHOLDERS
On September 30, 1998, Advantage Fund II Ltd. and Koch Industries, Inc. each
acquired 300,000 shares of common stock and warrants to purchase 60,504 shares
of common stock. On December 16, 1998, Genesee Fund Limited - Portfolio B and
Koch each acquired 100,000 shares of common stock and warrants to purchase
20,168 shares of common stock. Advantage, Koch, and Genesee are sometimes
referred to in this prospectus individually as a "selling shareholder" and
collectively as the "selling shareholders."
Pursuant to the terms of the subscription documents for the September and
December 1998 private placements, we issued additional warrants to purchase an
aggregate of 1,370,311 shares of common stock to the selling shareholders in
March and May 1999. The material terms of the subscription agreements pursuant
to which the selling shareholders acquired the shares of common stock and
warrants, and the additional warrants issued in March and May 1999, are
described fully in our Current Report on Form 8-K for the Event of March 22,
1999, as filed with the Securities and Exchange Commission ("SEC") on March 25,
1999. As disclosed in our Current Report for the Event of June 21, 1999, as
filed with the SEC on June 30, 1999, the selling shareholders' rights to acquire
additional warrants under the "reset" provisions of the subscription agreements
for the September and December 1998 private placements have been terminated.
The common stock purchase warrants issued by us to the selling shareholders
in the September and December 1998 private placements are exercisable at $4.72
per share, and the additional warrants issued by us to the selling shareholders
in March and May 1999 are exercisable at $0.01 per share. The exercise prices
are subject to adjustment in the event of stock splits, stock dividends,
recapitalizations, reclassifications, and other common anti-dilution events. The
exercise prices do not adjust for changes in market price or other performance
criteria. The warrants contain provisions that permit "cashless exercises"
pursuant to which, at the time of exercise, the exercising holders may surrender
to us a number of underlying shares of common stock having a market value equal
to the aggregate exercise price of the warrants being exercised, reducing the
total number of shares to be issued by us upon exercise.
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The following table sets forth certain information as of August 12, 1999,
regarding the ownership of the common stock by the selling shareholders and as
adjusted to give effect to the sale of the shares offered hereby. The
information relating to the shares owned by the selling shareholders prior to
the offering excludes:
o the shares issuable upon exercise of the warrants issued in the
September and December 1998 private placement;
o the shares issuable upon exercise of the additional warrants issued in
March and May 1999; and
o the shares issuable upon exercise of common stock purchase warrants
issued by us to Advantage and Genesee in December 1997 and June 1998,
and to Advantage, Genesee and Koch in June 1999 that were outstanding
as of July 15, 1999.
The information relating to the shares being offered hereby represents:
o the shares of common stock sold to the selling shareholders in the
September and December 1998 private placements;
o the shares of common stock issuable upon exercise of the warrants
issued to the selling shareholders in the September and December 1998
private placements; and
o the shares issuable upon exercise of the additional warrants issued to
the selling shareholders in March and May 1999.
The information relating to the selling shareholders' ownership of our
shares after this offering, if all of the shares being offered are sold,
excludes shares issuable upon exercise of warrants issued by us the selling
shareholders in December 1997, June 1998, and June 1999 that were outstanding as
of July 15, 1999. The selling shareholders' percentage of ownership after this
offering is based on 23,797,854 shares of common stock that were outstanding as
of August 12, 1999, and assumes no exercise of outstanding warrants and options
after this date.
Selling Shareholder Shares Ownership After Offering
Owned Prior to Shares Being if All Shares Offered
Offering Offered Hereby Are Sold
Shares Percent
Advantage Fund II Ltd. 723,729 874,370 423,729 1.6%
Genesee Fund Limited
- -Portfolio B 523,729 291,457 423,729 1.6%
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Koch Industries, Inc. 400,000 1,165,828 - -
The shares of common stock listed as owned by Advantage and Genesee after
this offering have been registered for offer and sale by these selling
shareholders in a Registration Statement on Form S-3, Registration No.
333-83521.
The selling shareholders and their respective officers and directors have not
held any positions or office or had any other material relationship with us or
any of our affiliates within the past three years.
In recognition of the fact that the selling shareholders may wish to be
legally permitted to sell their shares when they deem appropriate, we agreed
with the selling shareholders to file with the SEC, under the Securities Act, a
registration statement on Form S-3, of which this prospectus forms a part, with
respect to the resale of the shares, and have agreed to prepare and file such
amendments and supplements to the registration statement as may be necessary to
keep the registration statement effective until the shares are no longer
required to be registered for sale by the selling shareholders.
PLAN OF DISTRIBUTION
Tera is registering the shares covered by this prospectus for the selling
shareholders. As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interest. Tera will pay the costs and fees of registering the
shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the shares. The Company and
the selling shareholders each have agreed to indemnify the other against certain
liabilities, including liabilities arising under the Securities Act, that relate
to statements or omissions in the registration statement of which this
prospectus forms a part.
The selling shareholders may sell the shares in the Nasdaq National Market,
the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at prices related to prevailing market prices, or at negotiated
prices. In addition, the selling shareholders may sell some or all of their
shares through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
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<PAGE>
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchases.
When selling the shares, the selling shareholders may enter into hedging
transactions. For example, the selling shareholders may:
o enter into transactions involving short sales of the shares by
broker-dealers;
o sell shares short themselves and redeliver such shares to close out
their short positions;
o enter into option or other types of transactions that require the
selling shareholder to deliver shares to a broker-dealer, who will
then resell or transfer the shares under this prospectus; or
o loan or pledge the shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.
The selling shareholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling shareholders may allow other broker-dealers to participate in resales.
However, the selling shareholders and any broker-dealers involved in the sale or
resale of the shares may qualify as "underwriters" within the meaning of the
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If the selling shareholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section 5(b)(2)
of the Securities Act.
In addition to selling their shares under this prospectus, the selling
shareholders may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act;
o transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or
o sell their shares under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of
Rule 144.
Upon notification by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing the material terms of the transaction. In addition, we will file a
supplement to this prospectus if a selling shareholder notifies us that a donee
or pledgee intends to sell more than 500 shares.
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EXPERTS
The balance sheets of Tera Computer Company as of December 31, 1997 and 1998
and the related statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1998, incorporated
by reference into this prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports with respect thereto, which
includes an explanatory paragraph concerning our ability to continue as a
going-concern. These financial statements have been incorporated in reliance on
the reports of such firm given upon their authority as experts in accounting and
auditing.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Our Restated Articles of Incorporation provide that, to the fullest extent
permitted by the Washington Business Corporation Act, our directors will not be
liable for monetary damages to Tera or its shareholders, excluding, however,
liability for acts or omissions involving intentional misconduct or knowing
violations of law, illegal distributions or transactions from which the director
receives benefits to which the director is not legally entitled. Our Restated
Bylaws provide that Tera will indemnify its directors and, by action of the
Board of Directors, may indemnify its officers, employees and other agents to
the fullest extent permitted by applicable law, except for any legal proceeding
that is initiated by such directors, officers, employees or agents without
authorization of the Board of Directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Tera pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in those
documents is considered part of this prospectus. Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the selling shareholders have sold all the shares.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
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1. Our Annual Report on Form 10-K for the year ended December 31, 1998
and Amendments 1 and 2 thereto as filed with the SEC on August 17,
1999 and August 26, 1999, respectively;
2. Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999 and Amendment No. 1 thereto as filed with the SEC on August
16, 1999;
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
4. Our Current Report on Form 8-K for the event of May 21, 1999, as filed
with the SEC on July 21, 1999;
5. Our Current Report on Form 8-K for the event of June 25, 1999, as
filed with the SEC on June 29, 1999;
6. Our Current Report on Form 8-K for the event of June 21, 1999, as
filed with the SEC on June 30, 1999;
7. Our Current Report on Form 8-K for the event of March 22, 1999, as
filed with the SEC on March 25, 1999;
8. Our Current Report on Form 8-K for the event of March 10, 1999, as
filed with the SEC on March 25, 1999; and
9. The description of our common stock set forth in our Registration
Statement on Form SB-2 (Registration No. 33-95460-LA), including any
amendment or report filed for the purpose of updating such
description, as incorporated by reference in our Registration
Statement on Form 8-A (Registration No. 0-26820), including the
amendment thereto on Form 8-A/A.
We will furnish without charge to you, on written or oral request, a copy of
any or all of the documents incorporated by reference, other than exhibits to
such documents. You should direct any requests for documents to Investor
Relations, Tera Computer Company, 411 First Avenue South, Suite 600, Seattle,
Washington 98104, Telephone (206) 701-2000.
The information relating to Tera contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.
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AVAILABLE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this prospectus in accordance with SEC rules.
We file annual, quarterly and special reports and other information with the
SEC. You may read and copy the Registration Statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov or through our web site at http://www.tera.com.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete. You should refer to the
copy of such contract or other document filed as an exhibit to the Registration
Statement.
9
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All expenses in connection with the issuance and distribution of the
securities being registered will be paid by the Company. The following is an
itemized statement of these expenses (all amounts are estimated except for the
SEC and Nasdaq listing fees):
SEC Registration fee. . . . . . . . . . $ 1,349
Nasdaq listing fee. . . . . . . . . . . $ 17,500
Legal fees. . . . . . . . . . . . . . . $ 5,000
Accountant's Fees . . . . . . . . . . . $ 2,000
Printing Fees . . . . . . . . . . . . . $ -0-
Miscellaneous . . . . . . . . . . . . . $ 151
=============
Total . . . . . . . . . . . . . . . . . $ 26,000
Item 15. Indemnification of Officers and Directors.
Article XII of the Company's Restated Articles of Incorporation and Section
11 of the Company's Restated Bylaws require indemnification of directors,
officers, employees and agents of the Company to the fullest extent permitted by
the Washington Business Corporation Act (the "Act"). Sections 23B.08.500 through
23B.08.600 of the Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act.
Section 23B.08.320 of the Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article XI of the Company's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent
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permitted by Washington law, such limitations on a director's liability to the
Company and its shareholders.
Item 16. Exhibits.
3.1 Restated Articles of Incorporation of the Company (1)
3.2 Restated Bylaws of the Company (1)
4.1 Subscription Agreement, dated as of September 30, 1998, by and between
the Registrant and each of Advantage Fund II Ltd. and Koch Industries,
Inc. (3)
4.2 Subscription Agreement, dated as of December 16, 1998, by and between
the Registrant and each of Genesee Fund Limited - Portfolio B and Koch
Industries, Inc. (5)
4.3 Form of Warrant Issued by the Registrant to Advantage Fund II Ltd.,
Koch Industries, Inc., and Genesee Fund Limited - Portfolio B (4)
4.4 Amendment to Subscription Agreement, dated as of September 30, 1998,
by and between the Registrant and each of Advantage Fund II Ltd. and
Koch Industries, Inc. (3)
4.5 Amendment Agreement, dated as of March 22, 1999, by and among
Registrant, Advantage Fund II Ltd. and Koch Industries, Inc. (5)
4.6 Amendment Agreement, dated as of March 22, 1999, by and among
Registrant, Genesee Fund Limited - Portfolio B and Koch Industries,
Inc. (5)
4.7 Form of Warrant issued by the Registrant to Advantage Fund II Ltd.,
Genesee Fund Limited - Portfolio B, and Koch Industries, Inc. (5)
4.8 Amendment Agreement, dated as of June 18, 1999, among the Registrant
and Advantage Fund II Ltd., Genesee Fund Limited - Portfolio B, and
Koch Industries, Inc. (6)
4.9 Registration Rights Agreement, dated as of June 21, 1999, among the
Registrant and Advantage Fund II Ltd., Genesee Fund Limited -
Portfolio B and Koch Industries, Inc. (6)
5 Opinion on Legality (7)
23 Consent of Deloitte & Touche LLP
II-2
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24 Power of Attorney (7)
- ------------------
(1) Incorporated by reference to the Company's Current Report on Form 8-K
for the event of May 21, 1999, filed with the Commission on July 21,
1999.
(2) Incorporated by reference to the Company's Registration Statement on
Form S-3, Registration No. 333-60167, filed with the Commission on
July 30, 1998.
(3) Incorporated by reference to the Company's Form 10-Q for the Quarterly
Period Ended September 30, 1998.
(4) Incorporated by reference to the Company's Registration Statement on
Form S-3, Registration No. 333-67885, filed with the Commission on
November 24, 1998.
(5) Incorporated by reference to the Company's Amendment No. 1 to
Registration Statement on Form S-3, Registration No. 333-67885, filed
with the Commission on March 29, 1999.
(6) Incorporated by reference to the Company's Current Report on Form 8-K,
filed with the Commission on June 30, 1999.
(7) Incorporated by reference to the Company's Registration Statement on
Form S-3, Registration No. 333-83523, filed with the Commission on
July 23, 1999.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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 the purpose of determining any liability under the
Securities Act, each 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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.
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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 Amendment
No. 1 to Registration Statement No. 333-83523 signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on August 25, 1999.
TERA COMPUTER COMPANY
By:/s/ JAMES E. ROTTSOLK
------------------------------------
James E. Rottsolk
Chief Executive Officer
<PAGE>
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 indicated below on the 25th day of August, 1999:
Signature and Title
*
- -------------------------------
Terren S. Peizer, Chairman
of the Board of Directors
*
- -------------------------------- ------------------------------
Burton J. Smith, Director Daniel J. Evans, Director
/s/ *
- -------------------------------- -------------------------------
James E. Rottsolk Kenneth W. Kennedy, Director
Chief Executive Officer and Director
/s/ *
- -------------------------------- -------------------------------
Kenneth W. Johnson John W. Titcomb, Jr., Director
Chief Financial Officer
/s/ *
- -------------------------------- -------------------------------
Philissa Sargin David N. Cutler, Director
Chief Accounting Officer
/s/
- --------------------------------
* By James E. Rottsolk
Attorney-in-Fact
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-83523 of Tera Computer Company on Form S-3 of our
report, dated March 22, 1999 (June 21, 1999 as to Note 12), which includes an
explanatory paragraph concerning the Company's ability to continue as a going
concern, appearing in Amendment No. 1 of the Annual Report on Form 10-K/A of
Tera Computer Company for the year ended December 31, 1998, and to the reference
to us under the heading "Experts" in the Prospectus which is part of such
Registration Statement.
Seattle, Washington
August 24, 1999
