As filed with the Securities and Exchange Commission on December 9, 1998
Registration No. __-_______
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)
---------------
Tektronix, Inc.
1989 Stock Incentive Plan
Tektronix, Inc.
1998 Stock Option Plan
(Full title of plans)
James F. Dalton
Vice President and General Counsel
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 LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
----------------- ------------------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Common Shares 5,500,000 Shares(2) $25.53125 $140,421,875 $39,037.28
no par value
- -----------------------------------------------------------------------------------------------
(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 the average of the high and low prices
of the Common Shares on the New York Stock Exchange on December 4, 1998 as
reported in The Wall Street Journal.
(2) Includes 1,500,000 Shares to be issued pursuant to the registrant's Stock
Incentive Plan and 4,000,000 shares to be issued pursuant to the
registrant's 1998 Stock Option Plan.
- --------------------------------------------------------------------------------
</TABLE>
<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) breach of the director's duty
of loyalty to 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
II-1
<PAGE>
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 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.
II-2
<PAGE>
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 filed October 9, 1998 for the quarter ended August 29, 1998.
SEC File No. 1-4837.
4.2 Bylaws, as amended, of the Company. Incorporated by reference to
Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for
the 13 weeks ended February 25, 1995. SEC File No. 1-4837.
4.3 Rights Agreement, dated August 16, 1990, between the Company and
First Chicago Trust Company of New York. Incorporated by
reference to the Company's Current Report on form 8-K dated
August 16, 1990.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers 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.
(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.
II-3
<PAGE>
(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) 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 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.
II-4
<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 4, 1998.
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 this 4th day of December, 1998.
Signature Title
--------- -----
(1) Principal Executive Officer:
*JEROME J. MEYER Chairman, Chief Executive
----------------------------- Officer, President and Director
Jerome J. Meyer
(2) Principal Financial and Accounting Officer:
CARL W. NEUN Senior Vice President
----------------------------- and Chief Financial Officer
Carl W. Neun
(3) Directors:
*PAULINE LO ALKER Director
-----------------------------
Pauline Lo Alker
*GARY AMES Director
-----------------------------
A. Gary Ames
*GERRY B. CAMERON Director
-----------------------------
Gerry B. Cameron
*DAVID N. CAMPBELL Director
-----------------------------
David N. Campbell
*PAUL C. ELY, JR Director
-----------------------------
Paul C. Ely, Jr.
*A.M. GLEASON Director
-----------------------------
A.M. Gleason
*MERRILL MCPEAK Director
-----------------------------
Merrill A. McPeak
*WILLIAM D. WALKER Director
-----------------------------
William D. Walker
*By CARL W. NEUN
------------------------------
Carl W. Neun, Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------ -------------------- ------
4.1 Restated Articles of Incorporation, as amended,
of the Company. Incorporated by reference to
Exhibit (3) to the Company's Form 10-Q filed
October 10, 1998 for the quarter ended August
29, 1998. SEC File No. 1-4837.
4.2 Bylaws, as amended, of the Company.
Incorporated by reference to Exhibit (3) to the
Company's Form 10-Q filed April 5, 1998 for the
13 weeks ended February 25, 1995. SEC File No.
1-4837.
4.3 Rights Agreement, dated August 16, 1990,
between the Company and First Chicago Trust
Company of New York. Incorporated by reference
to the Company's Current Report on form 8-K
dated August 16, 1990.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit
5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
December 7, 1998
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
Common Shares, no par value, (the "Shares") of the Company, including 1,500,000
additional Shares reserved for issuance under the Stock Incentive Plan of the
Company and 4,000,000 Shares reserved for issuance under the 1998 Stock Option
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 reserved for the Stock Incentive Plan and for the 1998 Stock
Option Plan 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 LLP
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 24, 1998, appearing in the
Annual Report on Form 10-K of Tektronix, Inc. for the year ended May 30, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
Deember 9, 1998
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
JEROME J. MEYER
-----------------------------------------
Jerome J. Meyer
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
PAULINE LO ALKER
-----------------------------------------
Pauline Lo Alker
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
A. GARY AMES
-----------------------------------------
A. Gary Ames
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
GERRY B. CAMERON
-----------------------------------------
Gerry B. Cameron
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
DAVID N. CAMPBELL
-----------------------------------------
David N. Campbell
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
PAUL C ELY, JR.
-----------------------------------------
Paul C. Ely, Jr.
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
A.M. GLEASON
-----------------------------------------
A.M. Gleason
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
MERRILL A. MCPEAK
-----------------------------------------
Merrill A. McPeak
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
(S-8 Registration Statement for Stock Incentive Plan and
1998 Stock Option Plan)
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F.
DALTON, and each of them, his or her true and lawful attorneys and agents to do
any and all acts and things and to execute in his or her name (whether on behalf
of the Company or as an officer or director of the Company, or otherwise) any
and all instruments that such attorney and agent may deem necessary or advisable
in order to enable the Company to comply with the Securities Act of 1933, as
amended (the "Act"), and any requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the registration
and issuance under the Act of Common Shares of the Company to be acquired
pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix,
Inc. 1998 Stock Option Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) 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 SEC; and the undersigned does hereby ratify and confirm all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: November 3, 1998
WILLIAM D. WALKER
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William D. Walker
