As filed with the Securities and Exchange Commission on April 10, 1995
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)
--------------------------
OREGON 93-0343990
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
26600 SW Parkway
Wilsonville, Oregon 97070-1000
(Address of Principal (Zip Code)
Executive Offices)
--------------------------
Microwave Logic Inc.
1989 Stock Plan
(Full title of plan)
John P. Karalis
Vice President, Corporate Development and Secretary
Tektronix, Inc.
26600 SW Parkway
Wilsonville, OR 97070-1000
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 627-7111
Copy to:
Margaret Hill Noto
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -----------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 19,766 Shares $15.42 $88,150 $30.40
no par value
- -----------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on exercise prices of
$2.47 to $15.42 relating to outstanding options.
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Tektronix, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock
of the Company contained in the Company's registration
statement filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Oregon Business Corporation Act (the "Oregon
Act") permits a corporation to include a provision in its
articles of incorporation that eliminates personal liability of
<PAGE>
<PAGE>II-2
directors to the Company and its shareholders for monetary
damages for conduct as directors, except that no such provision
may eliminate or limit a director's liability for (a) breach of
the director's duty of loyalty in the Company or its
shareholders, (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(c) an unlawful payment of a dividend or repurchase of stock or
(d) any transaction from which the director derived an improper
personal benefit. The Company's Restated Articles of
Incorporation, as amended (the "Restated Articles"), limit the
personal liability of directors to the Company and its
shareholders for monetary damages for conduct as directors to
the fullest extent permitted by the Oregon Act.
The Oregon Act and the Company's Restated Articles
and Bylaws, as amended (the "Bylaws"), contain provisions
regarding indemnification of directors and officers. In
addition, certain directors and officers have entered into
indemnity agreements (the "Indemnity Agreements") with the
Company. The general effect of the Oregon Act, the Restated
Articles, the Bylaws and the Indemnity Agreements can be
summarized as follows:
(a) The Oregon Act provides that a director or officer
who has been or is threatened to be made a defendant in a legal
proceeding because that person is or was a director or officer
of a corporation (1) shall be indemnified by the corporation
for reasonable expenses of such litigation when the director or
officer is wholly successful on the merits or otherwise, (2)
may be indemnified by the corporation for expenses, judgments,
fines, penalties and amounts paid in settlement of such
litigation (other than a derivative suit), even if the director
or officer is not successful on the merits or otherwise, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful) and (3)
may be indemnified by the corporation for expenses of a
derivative suit (a proceeding by or in the right of the
corporation), even if the director or officer is not successful
on the merits, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the
best interests of the corporation, provided that the director
or officer is not adjudged liable to the corporation. The
indemnification described in clauses (2) and (3) above may be
made only upon a determination by (a) a majority of a quorum of
disinterested directors or a committee of disinterested
directors, (b) independent legal counsel or (c) the
shareholders that indemnification is proper because the
applicable standard of conduct has been met. The Oregon Act
authorizes the advancement of litigation expenses to a director
<PAGE>
<PAGE>II-3
or officer upon receipt of a written affirmation of the
director's or officer's good faith belief that the standard of
conduct has been met and an undertaking by such director or
officer to repay such expenses if it is ultimately determined
that he or she is not entitled to be indemnified. The Oregon
Act authorizes a court to award additional indemnification.
The Oregon Act also authorizes a corporation to provide
officers' and directors' liability insurance and provides that
statutory indemnification rights are not exclusive of any other
right to which those indemnified may be entitled under any
bylaw, agreement, board action, vote of shareholders or
otherwise.
(b) The Company's Restated Articles and Bylaws provide
that the company shall indemnify to the fullest extent then
permitted by law a person who is made a party to an action,
suit or proceeding, whether civil, criminal, administrative or
otherwise (including a derivative action) because that person
(1) is or was a director or officer of the Company or (2) is or
was serving at the request of the Company as a director or
officer of another corporation, partnership or enterprise. The
indemnity shall extend to all expenses, amounts paid in
settlement, judgments and fines incurred by the director or
officer.
(c) The Company has entered into Indemnity Agreements
with certain directors and officers, which require the Company
to indemnify the officer or director to the fullest extent
permitted by law. The Indemnity Agreements also alter or
clarify the statutory indemnity in the following respects,
subject to specified exceptions: (1) indemnity is explicitly
provided for settlements in derivative actions, (2) prompt
indemnification is required unless a determination is made that
the director or officer has not met the required standard, (3)
indemnification is provided with respect to a proceeding
involving a claim for breach of fiduciary duty and (4) prompt
advancement of expenses is required upon receipt of an
undertaking that the director or officer will repay such
amounts if it is ultimately determined that he or she is not
entitled to indemnification, unless a determination is made
that the director or officer has not met the required standard.
The Company has obtained insurance protecting
officers and directors against certain liabilities which they
may incur in their capacities as such.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
<PAGE>
<PAGE>II-4
Item 8. Exhibits.
--------
4A Restated Articles of Incorporation, as amended,
of the Company. Incorporated by reference to
Exhibit (3) to the Company's Form 10-Q dated
September 28, 1990, SEC File No. 1-4837.
4B Bylaws, as amended, of the Company.
Incorporated by reference to Exhibit (3) to the
Company's Form 10-Q for the 13 weeks ended
February 25, 1995, SEC File No. 1-4837.
5 Opinion of Counsel.
23 Independent Auditors' Consent.
24 Power of Attorney.
Item 9. 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 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 (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 by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
<PAGE>
<PAGE>II-5
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(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) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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
<PAGE>
<PAGE>II-6
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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Wilsonville, State of Oregon, on
April 6, 1995.
TEKTRONIX, INC.
By CARL W. NEUN
------------------------------------
Carl W. Neun
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 6th day
of April, 1995.
Signature Title
--------- -----
(1) Principal Executive Officer:
*JEROME J. MEYER Chairman and Chief
---------------------------- Executive Officer and
Jerome J. Meyer Director
(2) Principal Financial and
Accounting Officer:
CARL W. NEUN Vice President
---------------------------- and Chief Financial
Carl W. Neun Officer
(3) Directors:
*A. GARY AMES Director
----------------------------
A. Gary Ames
*PAUL E. BRAGDON Director
----------------------------
Paul E. Bragdon
*PAUL C. ELY, JR. Director
----------------------------
Paul C. Ely, Jr.
<PAGE>
<PAGE>II-8
*A.M. GLEASON Director
----------------------------
A.M. Gleason
*WAYLAND R. HICKS Director
----------------------------
Wayland R. Hicks
*KEITH R. McKENNON Director
----------------------------
Keith R. McKennon
*MERRILL A. McPEAK Director
----------------------------
Merrill A. McPeak
*JEAN VOLLUM Director
----------------------------
Jean Vollum
*WILLIAM D. WALKER Director
----------------------------
William D. Walker
*By CARL W. NEUN
----------------------------
Carl W. Neun, Attorney-in-fact
<PAGE>
<PAGE>II-9
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------- -------------------- ----------
4A Restated Articles of Incorporation,
as amended, of the Company.
Incorporated by reference to
Exhibit (3) to the Company's Form
10-Q dated September 28, 1990,
SEC File No. 1-4837.
4B Bylaws, as amended, of the Company.
Incorporated by reference to
Exhibit (3) to the Company's Form
10-Q for the 13 weeks ended
February 25, 1995, SEC File No.
1-4837.
5 Opinion of Counsel.
23 Independent Auditors' Consent.
24 Power of Attorney.
EXHIBIT 5
April 5, 1995
Board of Directors
Tektronix, Inc.
26600 SW Parkway
Wilsonville, OR 97070-1000
We have acted as counsel for Tektronix, Inc. (the
"Company") in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the issuance of up
to 19,766 Common Shares, no par value (the "Shares"), of the
Company reserved for issuance under the Microwave Logic, Inc.
1989 Stock Plan (the "Plan"). We have reviewed the corporate
actions of the Company in connection with this matter and have
examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares have been duly authorized and, when issued
in accordance with the Plan and resolutions adopted by the
Board of Directors of the Company, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES BOLEY JONES & GREY
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Tektronix, Inc. on Form S-8 of the
report of Deloitte & Touche dated June 23, 1994 (which
expresses an unqualified opinion and includes an explanatory
paragraph relating to a change in method of accounting for
other postretirement benefits and income taxes in the year
ended May 29, 1993), incorporated by reference in the Annual
Report on Form 10-K of Tektornix, Inc. for the year ended
May 28, 1994 and to the reference to Deloitte & Touche LLP under
the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 4, 1995
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(S-8 Registration Statement for Microwave Logic, Inc. Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of TEKTRONIX, INC., does hereby
constitute and appoint JEROME J. MEYER, CARL W. NEUN AND JOHN
P. KARALIS, and each of them, his or her true and lawful
attorney and agent to do any and all acts and things and to
execute in his or her name (whether on behalf of Tektronix,
Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and
agent may deem necessary or advisable in order to enable
Tektronix, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
Common Shares of Tektronix, Inc. issuable pursuant to
outstanding options under the Microwave Logic, Inc. Stock
Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether
on behalf of Tektronix, Inc. or as an officer or director of
said Company, or otherwise) to a Registration Statement on Form
S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file
the same with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: March 15, 1995
JEROME J. MEYER
---------------------------
A. GARY AMES
---------------------------
PAUL E. BRAGDON
---------------------------
PAUL C. ELY, JR.
---------------------------
A.M. GLEASON
---------------------------
WAYLAND R. HICKS
---------------------------
KEITH R. McKENNON
---------------------------
MERRILL A. McPEAK
---------------------------
JEAN VOLLUM
---------------------------
WILLIAM D. WALKER
---------------------------
