As filed with the Securities and Exchange Commission on December __, 1995
Registration No. 33 _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRATUS COMPUTER, INC.
(Exact name of registrant as specified in its charter)
__________________
Massachusetts No. 04-2697554
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
Organization)
55 Fairbanks Boulevard
Marlborough, Massachusetts 01752
(508) 460-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________
Stock Option Plan (January, 1983)
Non-Qualified Common Stock Option Plan
Employee Stock Purchase Plan
(Full title of plans)
___________________
William E. Foster
Chief Executive Officer
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, MA 01752
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering price aggregate registration
to be registered per share (2) offering price fee
registered (1) (2)
_____________ ___________ _______________ _____________ __________
Common Stock, 2,100,000 $31.0625 $65,231,250 $22,493.54
$.01 par value
(1) Plus such additional number of shares as may be required pursuant to the
Plans in the event of a stock dividend, split-up of shares, recapitalization
or other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange on
November 27, 1995.
EXPLANATORY NOTE
This registration statement on Form S-8 covers an additional
2,100,000 shares of Common Stock, $.01 par value, reserved for
issuance under the Stock Option Plan (January, 1983), the Non-
Qualified Common Stock Option Plan and the Employee Stock
Purchase Plan of Stratus Computer, Inc. (the Plans ). The
Company has previously registered an aggregate of 11,819,600
shares issued or issuable under the Plans and the Company s
Incentive Stock Option Plan (now terminated) pursuant to the
following registration statements on Form S-8: 2-88104, 2-89901,
33-2174, 33-11864, 33-28742 and 33-67758.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") (File No. 0-12064) are
hereby incorporated by reference in this Registration Statement:
(a) The Company's annual report on Form 10-K for the year
ended January 1, 1995; and
(b) The Company's quarterly reports on Form 10-Q for the
quarters ending April 2, 1995, July 2, 1995 and October 1, 1995;
and
(c) The description of the Company's capital stock that is
contained in the Company's Registration Statements (as amended)
on Form 8-A filed with the Commission on April 27, 1984, December
6, 1990 and April 3, 1995 and any amendment or report filed by
the Company with the Commission under the Securities Exchange Act
of 1934 for the purpose of updating such description.
In addition, all documents filed by the Company after the
initial filing date of this registration statement pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and prior to the
filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers
all shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares registered hereby has been passed
upon by Choate, Hall & Stewart, Boston, Massachusetts. Richard
N. Hoehn, a partner of Choate, Hall & Stewart, is Clerk of the
Company.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws
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provides that a corporation may indemnify its directors and
officers to the extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors. Such Section further provides, however, that no
indemnification may be provided with respect to any matter as to
which the officer or director is adjudicated not to have acted in
good faith in the reasonable belief that his action was in the
best interest of the corporation or, to the extent such matter
relates to service with respect to an employee benefit plan, in
the best interest of the participants or beneficiaries of such
employee benefit plan.
Article V, Section 2 of the By-laws of the Company provides
that every person who is, or has been, a director or officer of
the Company is entitled to indemnification by the Company to the
fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having
been a director or officer and against amounts paid or incurred
by him in the settlement thereof.
No indemnification is provided under the Bylaws to a
director or officer with respect to any matter as to which he has
been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of
the corporation. Nor is indemnification provided to a director
or officer in the event of a settlement involving a payment by
the officer or director unless there has been a determination
that such director or officer is entitled to indemnification
under Article V, Section 2 of the By-laws by one of the
following: (i) the court or other body approving the settlement;
(ii) vote of stockholders of the Company; (iii) vote of two-
thirds of those directors of the Company who are not themselves
involved in the claim, action, suit or proceeding, provided that
a majority of the directors consists of members not so involved;
or (iv) written opinion of independent counsel.
The Company's Bylaws authorize the Company to obtain
insurance to cover its indemnification obligations. The Company
currently maintains director and officer liability insurance for
the benefit of its directors and certain of its officers.
Article 6 of the Articles of Organization of the Company, as
amended, provides that, to the fullest extent permitted by the
Massachusetts General Laws, no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.
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Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Article 4 of the Company's Articles of
Organization, as amended.
*4.2 Articles I, II, IV and VII of the Company's By-
laws, as amended.
**4.3 Rights Agreement dated December 4, 1990.
5.1 Opinion of Choate, Hall & Stewart as to validity
of shares being registered.
10.1 The Company's Stock Option Plan (January, 1983)
(Restatement Number 5 effective August 1, 1995).
10.2 The Company 's Non-Qualified Common Stock Option
Plan (Restatement Number 4 effective August 1,
1995).
10.3 The Company s Employee Stock Purchase Plan
(amended and restated as of August 1, 1995).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Choate, Hall & Stewart (included in
Exhibit 5.1).
24.1 Power of Attorney (part of page 6).
_________________________________
* Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.
** Incorporated by reference to Exhibit 1 to the Registration
Statement on Form 8-A filed by the Company with the SEC on
December 6, 1990 as amended by Amendment No. 1 thereto filed with
the SEC on December 20, 1990.
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Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement 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;
(2) that, for the purpose of determining any liability
under the Securities Act, 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; and
(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, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company will, unless in the
opinion of 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 expressed in the Securities 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 registrations statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Marlborough, Commonwealth of Massachusetts, on November 21,
1995.
Stratus Computer, Inc. (Issuer and
Employer)
By: /s/ William E. Foster
William E. Foster, Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints William E.
Foster, Robert E. Donahue and Eileen Casal, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below on November
21, 1995 by the following persons in the capacities indicated.
Name Capacity
/s/ William E. Foster Chief Executive Officer
William E. Foster (Principal Executive
Officer) and Director
/s/ Gary E. Haroian President, Chief Operating
Officer and Director
Gary E. Haroian
/s/ Robert E. Donahue Senior Vice President, Chief
Robert E. Donahue Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Arthur Carr Director
Arthur Carr
/s/ Paul J. Ferri Director
Paul J. Ferri
/s/ Gardner C. Hendrie Director
Gardner C. Hendrie
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INDEX TO EXHIBITS
Exhibits Number
4.1 Article 4 of the Company s Articles
of Organization, as amended.
*4.2 Articles I, II, IV and VII of the
Company's Bylaws, as amended.
**4.3 Rights Agreement dated December 4, 1990.
5.1 Opinion of Choate, Hall & Stewart
as to validity of shares being registered.
10.1 The Company's Stock Option Plan (January, 1983)
(Restatement Number 5 effective August 1, 1995).
10.2 The Company s Non-Qualified Common
Stock Option Plan (Restatement Number 4
effective August 1, 1995).
10.3 The Company s Employee Stock Purchase Plan
(amended and restated as of August 1, 1995).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Choate, Hall & Stewart
(included in Exhibit 5.1).
24.1 Power of Attorney (part of page 6).
_________________________________
* Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.
** Incorporated by reference to Exhibit 1 to the Registration
Statement on Form 8-A filed by the Company with the SEC on
December 6, 1990 as amended by Amendment No. 1 thereto filed with
the SEC on December 20, 1990.
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