Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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International Business Machines Corporation
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(Exact name of registrant as specified in its charter)
State of New York 13-0871985
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Armonk, New York 10504
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(Address of Principal Executive (Zip Code)
Offices)
IBM Tax Deferred Savings Plan
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(Full title of the plan)
John E. Hickey, Vice President and Secretary
International Business Machines Corporation
Armonk, New York 10504
(914) 765-1900
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(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered(1)( share(3) price(3) fee:
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Capital Stock 2,000,000 $ 90.875** $ 181,750,000** $62,672.42
($1.25 par shares
value per share)
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(REMAINDER OF PAGE FOLLOWS)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The shares of IBM Capital Stock being registered will be acquired by the
Trustee for the benefit of plan participants under the IBM Stock Fund investment
alternative of the IBM Tax Deferred Savings Plan.
(3) ** The offering price hereinabove is estimated solely for the purpose of
calculating the registration fee under Rule 457(c), based upon the average of
the highest and lowest prices at which shares of Capital Stock of the
Corporation were sold on July 24, 1996 (NYSE Composite Transactions).
This registration statement serves to register additional shares of IBM Capital
Stock together with plan interests under the IBM Tax Deferred Savings Plan,
which Plan previously registered securities with the Commission under
Registration Statement No. 33-33590.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 have
been and will continue to be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Act"). These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act. Capitalized terms used but not defined
herein shall have the same meanings ascribed to them in the IBM Tax Deferred
Savings Plan (sometimes hereinafter described for convenience as the "Plan").
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report of International Business Machines Corporation ("IBM") on Form
10-K for the fiscal year ended December 31, 1995, and the Annual Report of the
IBM Tax Deferred Savings Plan on Form 11-K for the fiscal year ended December
31, 1995 are incorporated herein by reference. All other reports filed since
December 31, 1995 by IBM pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") are also incorporated by reference.
All documents filed by IBM pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The By-Laws of IBM (Article VI, Section 6) provide the following:
"The Corporation shall, to the fullest extent permitted by applicable law as
in effect at any time, indemnify any person made, or threatened to be made, a
party to an action or proceeding whether civil or criminal (including an action
or proceeding by or in the right of the Corporation or any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, for which any director or officer of
the Corporation served in any capacity at the request of the Corporation), by
reason of the fact that such person or such person's testator or intestate was a
director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein. Such
indemnification shall be a contract right and shall include the right to be paid
advances of any expenses incurred by such person in connection with such action,
suit or proceeding, consistent with the provisions of applicable law in effect
at any time. Indemnification shall be deemed to be 'permitted' within the
meaning of the first sentence hereof if it is not expressly prohibited by
applicable law as in effect at any time."
The Certificate of Incorporation of IBM (Article ELEVENTH) provides the
following:
"Pursuant to Section 402(b) of the Business Corporation Law of the State of
New York, the liability of the Corporation's directors to the Corporation or its
stockholders for damages for breach of duty as a director shall be eliminated to
the fullest extent permitted by the Business Corporation Law of the State of New
York, as it exists on the date hereof or as it may hereafter be amended. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal."
With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor, if such director or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases not opposed to such
corporation's interest and additionally, in criminal actions, had no reasonable
cause to believe his conduct was unlawful.
In addition, IBM maintains directors' and officers' liability insurance
policies.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits.
Exhibit Number Reference
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(4) Instruments defining the rights of security
holders, including indentures
IBM Tax Deferred Savings Plan Exhibit 4
(5) Opinion re: legality None
In accordance with Item 8(a) to Form S-8, no original issuance shares are being
registered herein. The Capital Stock which is the subject of this registration
statement will be purchased by the Plan Trustee in the open market.
The Internal Revenue Service ("IRS"), by letter dated June 14, 1993, issued its
latest determination letter that the IBM Tax Deferred Savings Plan is a
qualified plan under Section 401 of the Internal Revenue Code. The Registrant
hereby undertakes that it will submit the Plan Document, as amended from time to
time, to the IRS in a timely manner, and will make all changes required by the
IRS in order to maintain continued qualification of the Plan under the Internal
Revenue Code.
(15) Letter re: unaudited interim financial information. None
(23) Consent of Independent Accountants
the consent of Price Waterhouse LLP Exhibit 23
(24) Powers of attorney Exhibit 24
(28) Information from reports furnished to state insurance regulatory
authorities None
(99) Additional Exhibits None
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 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
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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 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
Exchange Act and each filing of the Plan's annual report pursuant to 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
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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 town of North Castle, State of New York, as of the 29th day
of July, 1996.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By:
/s/ JOHN E. HICKEY
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(John E. Hickey, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
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Louis V. Gerstner, Jr. Chairman of the Board )
of Directors and Chief )
Executive Officer )
(Principal Executive )
Officer) )
)
)
G. Richard Thoman Senior Vice President )
and Chief Financial ) /s/ JOHN E. HICKEY
Officer (Principal ) ------------------
Financial Officer) ) (John E. Hickey,
) Attorney-in-Fact)
John R. Joyce Controller ) July 29, 1996
(Principal Accounting )
Officer) )
Cathleen Black Director )
Harold Brown Director )
Juergen Dormann Director )
Nannerl O. Keohane Director )
Charles F. Knight Director )
Lucio A. Noto Director )
John B. Slaughter Director )
Alex Trotman Director )
Lodewijk C. van Wachem Director )
Charles M. Vest Director )
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Mount Pleasant, State of
New York, on June 27, 1996.
Tax Deferred Savings Plan
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(Plan)
By: /s/ JOANNE F. INMAN
Joanne F. Inman
Plan Administrator
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EXHIBIT INDEX
EXHIBIT NO.
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4 IBM Tax Deferred Savings Plan
23 Consent of Independent Accountants
24 Powers of Attorney
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