<PAGE>
As filed with the Securities and Exchange Commission on December 1, 2000
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) Identification No.)
14200 SW KARL BRAUN DR. 97077
BEAVERTON, OREGON Zip Code
(Address of Principal
Executive Offices)
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TEKTRONIX, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
---------
JAMES F. DALTON
VICE PRESIDENT AND GENERAL COUNSEL
TEKTRONIX, INC.
14200 SW KARL BRAUN DR.
BEAVERTON, OREGON 97077
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 627-6700
Copy to:
MARGARET HILL NOTO
STOEL RIVES LLP
900 SW FIFTH AVENUE, SUITE 2600
PORTLAND, OREGON 97204-1268
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to Be Registered Registered Per Share(1) Price(1) Registration Fee
---------------- ---------- ------------ -------- ----------------
<S> <C> <C> <C> <C>
COMMON SHARES, 1,500,000 SHARES $25.69 $38,500,000 $10,173.24
NO PAR VALUE
</TABLE>
(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 November 28, 2000 as
reported in THE WALL STREET JOURNAL.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Tektronix, Inc. (the "Registrant")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Registrant'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 Registrant'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 Registrant
contained in the Registrant's registration statement filed under Section 12
of the Securities Exchange Act of 1934, as amended, including any amendment
or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the
Registrant 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
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
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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.
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)(i) to the Company's Form 10-Q
filed October 9, 1998 for the quarter ended August 29, 1998. Articles
of Amendment establishing Series B No Par Preferred Shares
incorporated by reference to Exhibit (3)(i) to the Company's Form 10-Q
filed October 6, 2000 for the quarter ended August 26, 2000. SEC File
No. 1-4837.
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4.2 Bylaws, as amended, of the Company. Incorporated by reference to
Exhibit (3)(ii) to the Company's Form 10-Q filed October 6, 2000 for
the quarter ended August 26, 2000. SEC File No. 1-4837.
4.3 Rights Agreement, dated June 21, 2000, between the Company and
ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K filed June 28,
2000. SEC File No. 1-4837.
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.
(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
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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.
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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 Beaverton, State of Oregon on December 1, 2000.
TEKTRONIX, INC.
By: JAMES F. DALTON
-----------------------------
James F. Dalton
Vice President and Secretary
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 on this 1st day of December 2000.
Signature Title
--------- -----
(1) Principal Executive Officer:
*RICHARD H. WILLS Chief Executive Officer,
--------------------------- President and Director
Richard H. Wills
(2) Principal Financial and Accounting Officer:
*COLIN L. SLADE Vice President and Chief
--------------------------- Financial Officer
Colin L. Slade
(3) Directors:
*JEROME J. MEYER Chairman and Director
---------------------------
Jerome J. Meyer
*PAULINE LO ALKER Director
---------------------------
Pauline Lo Alker
*A. GARY AMES Director
---------------------------
A. Gary Ames
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*GERRY B. CAMERON Director
---------------------------
Gerry B. Cameron
*DAVID N. CAMPBELL Director
---------------------------
David N. Campbell
*PAUL C. ELY, JR. Director
---------------------------
Paul C. Ely, Jr.
*FRANK C. GILL Director
---------------------------
Frank C. Gill
*MERRILL A. MCPEAK Director
---------------------------
Merrill A. McPeak
*RALPH V. WHITWORTH Director
---------------------------
Ralph V. Whitworth
*By: JAMES F. DALTON
---------------------------
James F. Dalton, Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Document Description
------ --------------------
4.1 Restated Articles of Incorporation, as amended, of the Company.
Incorporated by reference to Exhibit (3)(i) to the Company's
Form 10-Q filed October 9, 1998 for the quarter ended August 29,
1998. Articles of Amendment establishing Series B No Par
Preferred Shares incorporated by reference to Exhibit (3)(i) to
the Company's Form 10-Q filed October 6, 2000 for the quarter
ended August 26, 2000. SEC File No. 1-4837.
4.2 Bylaws, as amended, of the Company. Incorporated by reference to
Exhibit (3)(ii) to the Company's Form 10-Q filed October 6, 2000
for the quarter ended August 26, 2000. SEC File No. 1-4837.
4.3 Rights Agreement, dated June 21, 2000, between the Company and
ChaseMellon Shareholder Services, L.L.C. Incorporated by
reference to Exhibit 4 to the Company's Current Report on Form
8-K filed June 28, 2000. SEC File No. 1-4837.
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.
