As filed with the Securities and Exchange Commission on December 16, 1997
Registration No. 333-________
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 S.W. Parkway
Wilsonville, Oregon 97070-1000
(Address of Principal (Zip Code)
Executive Offices)
Tektronix, Inc. 401(k) Plan
(Full title of plan)
-------------------
JOHN P. KARALIS
Senior Vice President, Corporate Development and Secretary
Tektronix, Inc.
26600 S.W. Parkway
Wilsonville, Oregon 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 LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share (1) Price (1) Fee
- ----------------- ---------- --------- --------- ---
<S> <C> <C> <C> <C>
Common Stock 1,000,000 Shares $37.50 $37,500,000 $11,062.50
no par value
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933. The
calculation of the registration fee for the shares is based on $37.50,
which was the average of the high and low sale prices of the Common Stock
of Tektronix, Inc. on December 12, 1997 as reported in The Wall Street
Journal.
(2) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act at the rate of $295 per $1,000,000 of the Proposed Maximum
Aggregate Offering Price of the shares registered.
<PAGE>
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 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)
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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 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
2
<PAGE>
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.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit (3) to the Company's Form
10-Q dated September 29, 1990, SEC File No. 1-4837).
4.2 Bylaws, as amended, of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended
May 31, 1997, 1995, SEC File No. 001-04837).
5.1 See Undertaking (d) under Item 9 in lieu of an Internal Revenue
Service determination letter or an opinion of counsel concerning
compliance with the requirements of ERISA.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
3
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(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.
(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 Company 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the Company has been advised
4
<PAGE>
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 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.
(d) The Company hereby undertakes to submit the 401(k) Plan (the
"Plan") and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner, and to make all changes required by the IRS in order
to qualify the Plan.
5
<PAGE>
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 December 16, 1997.
TEKTRONIX, INC.
By: CARL W. NEUN
------------------------------------
Carl W. Neun
Senior 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 December 16, 1997.
Signature Title
* JEROME J. MEYER Chairman, Chief Executive Officer and
- ----------------------------------- President
Jerome J. Meyer (Principal Executive Officer)
CARL W. NEUN Senior Vice President and
- ----------------------------------- Chief Financial Officer
Carl W. Neun (Principal Financial and Accounting
Officer)
* PAULINE LO ALKER Director
- -----------------------------------
Pauline Lo Alker
* A. GARY AMES Director
- -----------------------------------
A. Gary Ames
* GERRY B. CAMERON Director
- -----------------------------------
Gerry B. Cameron
6
<PAGE>
* PAUL C. ELY, JR. Director
- -----------------------------------
Paul C. Ely, Jr.
* A. M. GLEASON Director
- -----------------------------------
A. M. Gleason
* MERRILL A. MCPEAK Director
- -----------------------------------
Merrill A. McPeak
* By JOHN P. KARALIS
-----------------------------------
John P. Karalis, Attorney-in-Fact
7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Restated Articles of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit (3) to the Company's Form 10-Q
dated September 29, 1990, SEC File No. 1-4837).
4.2 Bylaws, as amended, of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended May
31, 1997, SEC File No. 001-04837).
5.1 See Undertaking (d) under Item 9 in lieu of an Internal Revenue
Service determination letter or an opinion of counsel concerning
compliance with the requirements of ERISA.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tektronix, Inc. on Form S-8 of our report dated June 23, 1997, incorporated by
reference in the Annual Report on Form 10-K of Tektronix, Inc. for the year
ended May 31, 1997.
DELOITTE & TOUCHE LLP
Portland, Oregon
December 16, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
JEROME J. MEYER
---------------------------------------
Jerome J. Meyer
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
CARL W. NEUN
---------------------------------------
Carl W. Neun
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
PAULINE LO ALKER
---------------------------------------
Pauline Lo Alker
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
A. GARY AMES
---------------------------------------
A. Gary Ames
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
GERRY B. CAMERON
---------------------------------------
Gerry B. Cameron
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
PAUL C. ELY, JR.
---------------------------------------
Paul C. Ely, Jr.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
A. M. GLEASON
---------------------------------------
A. M. Gleason
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(401(k) Plan)
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) 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. to be acquired pursuant to
the Tektronix, Inc. 401(k) 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) to one or more
Registration Statements 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: November 20, 1997
MERRILL A. MCPEAK
---------------------------------------
Merrill A. McPeak
