SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STRATUS COMPUTER, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-26977554 (State of incorporation or organization) (IRS Employee Identification No.) 55 Fairbanks Blvd., Marlborough, Massachusetts 01752 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: COMMON STOCK, $.01 Par Value and COMMON STOCK PURCHASE RIGHTS (Title of each class to be so registered) PACIFIC STOCK EXCHANGE, INC. (Name of each exchange on which each class is to be registered) Securities to be registered pursuant to Section 12(g) of the Act: NONE Item 1. Description of Registrant's Securities to be Registered The first class of securities being registered is Common Stock, $.01 par value, of which 150,000,000 shares are currently authorized pursuant to the Registrant's Articles of Organization, as amended. As of March 1, 1995, 25,080,190 of such shares were outstanding. The second class of securities being registered is Common Stock Purchase Rights (the "Rights"). As of March 1, 1995, 25,080,190 Rights were outstanding, one per each share of the Registrant's outstanding Common Stock. Both classes of securities were heretofore registered pursuant to Section 12(b) of the Act for listing on the New York, Boston and Chicago Stock Exchanges. Registrant incorporates by reference the description of both such classes of Registrant's securities to be registered, filed as Item 1 to Form 8-A, filed April 1, 1991 and supplements such description as follows: In 1990 The Commonwealth of Massachusetts enacted a law requiring every publicly-held corporation organized under Massachusetts law to have a classified (staggered) Board of Directors, unless the corporation takes certain prescribed steps which would permit it not to have a classified board. On October 16, 1990, the Board of Directors of the Registrant voted unanimously to classify the Board members into three classes. Each class of Directors is elected, in successive years, for a three year term. In each case the Directors are elected to hold office until their successors have been duly elected and qualified. Item 2. Exhibits The following exhibits are being filed with copies of this Registration Statement filed with the Pacific Stock Exchange, Inc., but, as permitted by the Commission's Rules and Regulations, are omitted from the filing made with the Commission: 3.01 Registrant's Annual Report on Form 10-K for the year ended January 2, 1994. 4.01 Registrant's Quarterly Report on Form 10-Q for the quarter ended April 3, 1994. 4.02 Registrant's Quarterly Report on Form 10-Q for the quarter ended July 3, 1994. 4.03 Registrant's Quarterly Report on Form 10-Q for the quarter ended October 2, 1994. 5.01 Registrant's Proxy Statement dated March 15, 1994. 5.02 Registrant's Articles of Organization, as amended. 6.03 Rights Agreement dated December 4, 1990 (the "Rights Agreement") between the Registrant and the First National Bank of Boston, as Rights Agent. 6.04 Form of Common Stock Purchase Rights Certificate (attached as Exhibit A to the Rights Agreement). Pursuant to the Rights Agreement, printed Common Stock Purchase Rights Certificates will not be mailed until the Distribution Date (as defined in the Rights Agreement). 6.05 Summary of Rights to Purchase Common Stock (attached as Exhibit E to the Rights Agreement). 7.01 Specimen of Certificate representing Registrant's Common Stock. 8.01 Registrant's Annual Report to Stockholders for the year ended January 2, 1994. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. STRATUS COMPUTER, INC. Dated: March 30, 1995 By: Robert E. Donahue Vice President of Finance Chief Financial Officer Controller