Registration No. 33-77764
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STRATUS COMPUTER, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS No. 04-2697554
(State or other jurisdiction of (IRS Employer 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)
----------
ROBERT E. DONAHUE, VICE PRESIDENT, FINANCE
Stratus Computer, Inc.
55 Fairbanks Boulevard
Marlborough, Massachusetts 01752
(508) 460-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
___________
Copies to:
CAMERON READ, ESQ.
Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 248-5000
Approximate date of commencement of proposed sale to the public:
From time to time or at one time after effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [x]
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 effective on such date as the
Commission, acting pursuant to said Section 8 may determine.
PROSPECTUS
410,607 SHARES
STRATUS COMPUTER, INC.
COMMON STOCK
________________
The 410,607 shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Stratus Computer, Inc. (the "Company") covered by this
Prospectus (the "Shares") are being offered by certain holders of the
Company's Common Stock (the "Selling Shareholders").
The Selling Shareholders and their agents, donees, distributees, pledgees
and other successors in interest may sell the Shares from time to time in one
or more transactions. The Shares may be sold on the New York Stock
Exchange, the Boston Stock Exchange, the Midwest Stock Exchange, or otherwise,
at market prices then prevailing or in negotiated transactions. The Shares
may also be sold pursuant to option, hedging or other trasnactions with
broker-dealers. The Shares may also be offered in one or more underwritten
offerings. The underwriters in an underwritten offering, if any, and the
terms and conditions of any such offering will be described in a supplement
to this Prospectus. For information regarding the Selling Shareholders and
the plan of distribution of the Shares offered hereby, see "Selling
Shareholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. See "Use of Proceeds".
The Common Stock of the Company is listed on the New York Stock
Exchange, the Boston Stock Exchange and the Midwest Stock Exchange under
the symbol "SRA." On December __, 1994, the last reported sale price of
Common Stock on the New York Stock Exchange was $XX per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1994.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission" or "SEC") a registration statement on Form S-3 (herein, with all
amendments and exhibits thereto, referred to as the "Registration Statement"
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain items
of which are omitted in accordance with the rules and regulations of the
Commission. The omitted information may be inspected and copied, at prescribed
rates, at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. For further information
with respect to the Company and the Shares offered hereby, reference is made to
the Registration Statement and the documents incorporated by reference therein.
See "Incorporation of Certain Documents by Reference" herein.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith, files
reports and other information with the Commission. Such reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
New York Regional Office at 7 World Trade Center, 13th Floor, New York, New
York 10007, and the Chicago Regional Office at 500 West Madison Street, Room
3190, Chicago, Illinois 60661. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is
listed on the New York Stock Exchange at 20 Broad Street, New York, New York
10005, where reports, proxy materials and other information concerning the
Company can also be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended January 2, 1994.
2. The Company's Quarterly Reports on Form 10-Q for each of the quarters ending
April 3, July 3, and October 2, 1994.
3. The description of the Company's Common Stock, which is incorporated by
reference to the Company's reports on Form 8-A filed with the SEC on
April 27, 1984 and December 6, 1990 (SEC File No. 0-12064), including all
amendments and reports amending such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in
this Prospectus, any Prospectus supplement or in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any Prospectus
supplement or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or therein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
hereof.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
the written or oral request of such person, a copy of any or all of the
documents which are incorporated by reference in this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Robert E. Donahue, Vice President, Finance and Chief Financial Officer,
Stratus Computer, Inc., 55 Fairbanks Boulevard, Marlborough, Massachusetts
01752. Telephone (508) 460-2000.
Certain information contained in this Prospectus summarizes, is based
upon, or refers to, information and financial statements, contained in one
or more documents incorporated or deemed to be incorporated by reference in
this Prospectus; accordingly, such information contained herein is qualified
in its entirety by reference to such documents and should be read in
conjunction therewith.
THE COMPANY
The principal executive offices of the Company are located at 55
Fairbanks Boulevard, Marlborough, Massachusetts 01759 (Telephone:
(508) 460-2000).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
Set forth below, with respect to each Selling Shareholder, is the number
of shares of Common Stock owned on December 1, 1994, the number of Shares
offered pursuant to this Prospectus and the number of shares to be owned
after completion of the offering (assuming the sale of all Shares offered
hereunder).
Total No. of Shares No. of Shares Owned
Owned on No. of Shares to be After Completion of the
Name December 1, 1994 Offered or Sold Offering (1)
____ ________________ ___________________ _____________________
Kenneth P. Birman 268,327 258,327 10,000
Robert C. B. Cooper 93,340 85,840 7,500
Richard Moran 32,565 25,065 7,500
Keith Marzullo 33,856 33,856 0
Bradford B. Glade 10,519 7,519 3,000
________________
(1) Consists, in each case, entirely of shares subject to currently exercisable
options.
The Shares were acquired by the Selling Shareholders on December 17, 1993
in connection with the acquisition by the Company of ISIS Distributed Systems,
Inc. ("ISIS"). Messrs. Birman, Glade, Moran and Cooper are all employees of
ISIS, a wholly-owned subsidiary of the Company. Mr. Marzullo is a former
employee of ISIS.
PLAN OF DISTRIBUTION
The Selling Shareholders and their agents, donees, distributees,
pledgees and other successors in interest may, from time to time, offer for
sale or sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the New York Stock Exchange, the Boston Stock
Exchange, the Midwest Stock Exchange, or other exchanges on which the Shares
may be traded, through registered broker-dealers (who may act as principals,
pledgees or agents) pursuant to unsolicited orders or offers to buy, (b) in
negotiated transactions, or (c) through other means. The Shares may be sold
from time to time in one or more transactions at market prices prevailing at
the time of sale, or a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by a Selling Shareholder or by agreement between a
Selling Shareholder and his underwriters, dealers, brokers or agents. The
Shares may also be offered in one or more underwritten offerings. The
underwriters in an underwritten offering, if any, and the terms and conditions
of any such offering will be described in a supplement to this Prospectus.
In connection with the distribution of the Shares, the Selling
Shareholders may enter into hedging or other option transactions with
broker-dealers in connection with which, among other things, such
broker-dealers may engage in short sales of the Shares pursuant to this
Prospectus in the course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders may also sell Shares short pursuant
to this Prospectus and deliver the Shares to close out such short positions.
The Selling Sharesholders may also enter into option or other transactions with
broker-dealers which may result in the delivery of Shares to such
broker-dealers who may sell such Shares pursuant to this Prospectus. The
Selling Shareholders may also pledge the Shares to a broker-dealer and upon
default the broker-dealer may effect the sales of the pledged Shares pursuant
to this Prospectus.
Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a Selling
Shareholder and/or purchasers of Shares, for whom they may act. Such
discounts, concessions, commissions or fees will not exceed those customary
for the type of transactions involved. In addition, a Selling Shareholder
and any such underwriters, dealers, brokers or agents that participate in the
distribution of Shares may be deemed to be underwriters under the Securities
Act, and any profits on the sale of Shares by them and any discounts,
commissions or concessions received by any of such persons may be deemed to be
underwriting discounts and commissions under the Securities Act. Those who
act as underwriter, broker, dealer or agent in connection with the sale of the
Shares will be selected by a Selling Shareholder and may have other business
relationships with the Company and its subsidiaries or affiliates in the
ordinary course of business.
The Company has agreed to indemnify the Selling Shareholders and each
underwriter, if any, against certain liabilities, including liabilities under
the Securities Act.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon for
the Company by Choate, Hall & Stewart, Boston, Massachusetts. Richard N.
Hoehn, a partner of Choate, Hall & Stewart, is an assistant clerk of the
Company.
_______________________________
No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representations not contained
in this Prospectus, and, if
given or made, such
information or representations
must not be relied upon as
having been authorized by the
Company or any of the
Underwriters. This Prospectus
does not constitute an offer
of any securities other than
those to which it relates or
an offer to sell, or a
solicitation of an offer to
buy, to any person in any
jurisdiction where such an
offer or solicitation would be
unlawful. Neither the
delivery of this Prospectus
nor any sale hereunder shall,
under any circumstances,
create any implication that
the information contained
herein is correct as of any
time subsequent to the date
hereof.
_____________
410,607 Shares
STRATUS COMPUTER, INC.
COMMON STOCK
_____________
PROSPECTUS
DECEMBER __, 1994
_______________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
registrant in connection with the distribution of the securities being
registered hereunder. All of the amounts shown are estimates, except the
Securities and Exchange Commission registration fee.
Securities and Exchange Commission
Registration Fee . . . . . . . . . . $ 3,619.36
Legal Fees and Expenses . . . . . . 12,500.00
Accountants' Fees and Expenses . . . 3,000.00
Total . . . . . . . . . . . . $19,119.36
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts General Laws 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
bylaw 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 Bylaws 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 Bylaws 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.
Item 16. 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 and Consent.
23.1 Consent of Ernst & Young LLP.
**** 23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
**** 25.1 Power of Attorney (part of Signature Page).
_________________________
* Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the SEC on August 23, 1993, Registration
No. 33-67758.
** Incorporated by reference to Exhibit 3.2(b) to the Company's Report on
Form l0-K filed with the SEC on April 6, 1992.
*** Incorporated by reference to Exhibit 1 to the Registration Statement on
Form 8-A filed by the Company with the SEC on December 26, 1990.
**** Previously filed.
Item 17. Undertakings
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 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 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.
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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above,
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 any of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Marlborough,
Commonwealth of Massachusetts, on December 15, 1994.
STRATUS COMPUTER, INC.
By: Robert E. Donahue, Vice President,
Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 has been signed below on December 15, 1994, by the following persons
in the capacities indicated.
Name Capacity
William E. Foster Chief Executive Officer
(Principal Executive Officer) and Director
Gary E. Haroian President and Chief Operating Officer
(Principal Executive Officer) and Director
Robert E. Donahue Vice President, Finance and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Alexander V. d'Arbeloff Director
Paul J. Ferri Director
Gardner C. Hendrie Director
Robert M. Morrill Director
Index to Exhibits
Exhibit 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 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.
23.1 Consent of Ernst & Young LLP.
**** 23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
**** 25.1 Power of Attorney (part of Signature Page).
___________________
* Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the SEC on August 23, 1993, Registration
No. 33-67758.
** Incorporated by reference to Exhibit 3.2(b) to the Company's Report on
Form l0-K filed with the SEC on April 6, 1992.
*** Incorporated by reference to Exhibit 1 to the Registration Statement on
Form 8-A filed by the Company with the SEC on December 26, 1990.
**** Previously filed.