-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PI6u8rQcr6rGK5uCqow+4oGe0MrAnZKFZ6oZ/uJNPL1zwUYD7aHG0LrfLKMLn5gt Pya018lxreGVzbDz2NpHhg== 0000004427-96-000022.txt : 19960724 0000004427-96-000022.hdr.sgml : 19960724 ACCESSION NUMBER: 0000004427-96-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960722 EFFECTIVENESS DATE: 19960810 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMDAHL CORP CENTRAL INDEX KEY: 0000004427 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 941728548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08583 FILM NUMBER: 96597401 BUSINESS ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087466000 MAIL ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMDAHL CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1728548 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Address of Principal (Zip Code) Executive Offices) Amdahl Corporation Employee Stock Purchase Plan (Full title of the plans) Bruce J. Ryan Executive Vice President, Chief Financial Officer and Corporate Secretary AMDAHL CORPORATION 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Name and address of agent for service) (408) 746-6000 (Telephone number, including area code, of agent for service) ------------------------------------------------------------ This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will thereafter be effected upon share issuances effected under the Amdahl Corporation Employee Stock Purchase Plan.
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE PRICE FEE - ---------- ---------- --------- -------------- ------------ common stock 5,000,000 $8.53125 $42,656,250.00 $14,709.03 (1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the Amdahl Corporation Employee Stock Purchase Plan (the "Purchase Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number the Company's outstanding shares of common stock. (2) Solely for the purpose of calculating the registration fee, the price per share of common stock has been estimated in accordance with Rule 457(h). Accordingly, the price per share of the common stock offered under the Purchase Plan, has been estimated at $8.53125, based on the average of the lowest and highest selling prices of the Company's common stock on the American Stock Exchange on July 16, 1996.
PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference Amdahl Corporation (the "Registrant" or the "Company") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 1995, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"); (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 1996, filed pursuant to Section 13 of the 1934 Act; (c) The Registrant's Current Report on Form 8-K dated March 15, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"); and (d) The Registrant's Current Report on Form 8-K dated April 22, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"). All reports and documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities The Company's authorized capital stock consists of 200,000,000 shares of common stock, par value of $.05 per share, and 5,000,000 shares of Preferred Stock, par value of $1.00 per share. As of June 26, 1996 there were 120,700,560 shares of common stock outstanding, and no shares of Preferred Stock outstanding. Common Stock Dividends. Subject to the restrictions described under "Preferred Stock" below, holders of common stock are entitled to such dividends as may be declared by the Board of Directors (the "Board") out of funds legally available therefor. Voting Rights. Holders of common stock are entitled to one (1) vote per share on all matters submitted to a vote of holders of common stock except that holders are entitled to cumulate their votes in the election of directors. Liquidation Rights. Upon liquidation or dissolution of the Company, after satisfaction of any liquidation preferences of the outstanding Preferred Stock (if any), holders of common stock are entitled to receive pro rata all assets remaining available for distribution to stockholders. Other. All outstanding shares of common stock are, and all shares of common stock issued pursuant to the provisions of the Plans will, upon the receipt of payment therefor, be validly issued, fully paid and nonassessable. Holders of common stock have no preemptive rights. Preferred Stock Preferred Stock may be issued from time to time in one or more series, each of such series to have such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions that are not set in the Company's Restated Certificate of Incorporation, as the Board determines. Dividends. The Board may fix by resolution(s) the relative priority of each series in relation to other series, the rate on shares of each series and the necessary dates to effectuate a dividend declaration. Also, the Board may set the limitations and restrictions that effect the common stock while any Preferred Stock is outstanding upon the payment of dividends. Conversion. The Board may fix by resolution(s) whether or not shares of a series are convertible, the method of conversion and all terms and conditions for such conversion. Sinking Fund. The Board may determine by resolution(s) whether or not shares of a series shall be subject to the operation of a sinking fund and the terms and provisions relative to the operation thereof. Redemption. The Board may fix by resolution(s) the terms and conditions and the restrictions and limitations applicable to each series in regards to the redemption of shares, to the extent that such are not set in the Restated Certificate of Incorporation. Voting Rights. Except as stated in the Restated Certificate of Incorporation, required by law or as may be provided in the resolution(s) adopted by the Board providing for the issuance of any series of Preferred Stock, no holder of Preferred Stock shall have any voting powers as to any manners upon which stockholders of the Corporation have the right to vote. Liquidation Rights. The Board may fix by resolution(s) the relative priority of each series in relation to other series and the amount(s) the stockholders of each series shall be entitled to receive. Also, the Board may set limitations and restrictions that effect the common stock while any Preferred Stock is outstanding upon the distribution of assets on liquidation. Item 5. Interests of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Incorporated by Reference from Registrant's Registration Statement No. 33-55460, filed December 7, 1992. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4(a) Amdahl Corporation Employee Stock Purchase Plan, as amended. 4(b) Participation Form under the Employee Stock Purchase Plan. 4(c) Form of Automatic Deposit Election under the Employee Stock Purchase Plan. 4(d) Form of Stock Purchase Agreement under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 2(f) of Registrant's Registration Statement No. 2-67298, filed April 24, 1981). 4(e) Form of Payroll Deduction Authorization under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 2(h) of Registrant's Registration Statement No. 2-72582, filed September 9, 1982). 4(f) Announcement folder material relating to the Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(s) of Registrant's Registration Statement No. 33-35547, filed June 22, 1990). 4(g) Form of Employee Stock Purchase Agreement under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(t) of Registrant's Registration Statement No. 33-35547, filed June 22, 1990). 4(h) Form of Enrollment Authorization under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(u) of Registrant's Registration Statement No. 33-35547, filed June 22, 1990). 4(i) Form of Change in Status Authorization under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(v) of Registrant's Registration Statement No. 33-35547, filed June 22, 1990). 4(j) Form of Automatic Deposit Election under the Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(w) of Registrant's Registration Statement No. 33-35547, filed June 22, 1990). 23(a)Consent of Counsel 23(b)Consent of Independent Public Accountants 24 Power 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 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(I) and (1)(ii) shall 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 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 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 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 upon the termination of the Registrant's Purchase Plan. B. Incorporated by Reference from Registrant's Registration Statement No. 33-55460, filed December 7, 1992. C. Incorporated by Reference from Registrant's Registration Statement No. 33-55460, filed December 7, 1992. SIGNATURES 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 City of Sunnyvale, State of California, on this 22nd day of July, 1996. AMDAHL CORPORATION By /s/ John C. Lewis ------------------- John C. Lewis Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/John C. Lewis Chairman of the Board July 22, 1996 - ------------------ Chief Executive Officer John C. Lewis and President (Principal Executive Officer) /s/Ernest B. Thompson Vice President and July 22, 1996 - --------------------- Controller Ernest B. Thompson (Principal Accounting Officer) /s/Bruce J. Ryan Executive Vice July 22, 1996 - ---------------- President, Chief Bruce J. Ryan Financial Officer and Corporate Secretary (Principal Financial Officer) Keizo Fukagawa* Director - ----------------- Keizo Fukagawa Michael R. Hallman* Director - ------------------- Michael R. Hallman E.F. Heizer, Jr.* Director - ------------------- E.F. Heizer, Jr. Kazuto Kojima* Director - ---------------- Kazuto Kojima Burton G. Malkiel* Director - -------------------- Burton G. Malkiel George R. Packard* Director - -------------------- George R. Packard Walter B. Reinhold* Director - --------------------- Walter B. Reinhold Takamitsu Tsuchimoto* Director - ----------------------- Takamitsu Tsuchimoto J. Sidney Webb* Director - ----------------- J. Sidney Webb * By: /s/Bruce J. Ryan Attorney in Fact July 22, 1996 ---------------- Bruce J. Ryan EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4(a) Amdahl Corporation Employee Stock Purchase Plan, as amended. 4(b) Participation Form under the Employee Stock Purchase Plan. 4(c) Form of Automatic Deposit Election under the Employee Stock Purchase Plan. 23(a) Consent of Counsel 23(b) Consent of Independent Public Accountants 24 Power of Attorney EX-4.A 2 Exhibit 4(a) AMDAHL CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Restated Effective July 29, 1995 and Amended February 8, 1996) I. PURPOSE OF THE PLAN This Restated Employee Stock Purchase Plan (the "Plan") is intended to promote the interests of Amdahl Corporation by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423 of the Code. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The Compensation Committee of the Board in its capacity as Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for proper administration of the Plan as it may deem necessary or appropriate. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan. III. STOCK SUBJECT TO PLAN A. The stock purchasable under the Plan shall be shares of the Company's authorized but unissued or reacquired common stock, par value of $.05 per share, including shares of common stock purchased on the open market. As of March 4, 1996, the maximum number of shares of common stock which may be issued over the remaining term of the Plan shall not exceed 6,634,594 shares*. ___________________ * Adjusted to reflect the 5,000,000 share increase adopted by the Board on February 8, 1996, and approved by the stockholders at the 1996 Annual Meeting. B. Should any change be made to the common stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date and (iii) the number and class of securities and the price per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder. IV. OFFERING PERIODS A. Shares of common stock shall be offered for purchase under the Plan through a series of successive offering periods until such time as (i) the maximum number of shares of common stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated. B. Each offering period under the Plan shall be of such duration (not to exceed twenty-four (24) months) as determined by the Plan Administrator prior to the start date. The initial offering period pursuant to this restatement shall commence on the Effective Date and terminate on October 27, 1995; the next offering period shall commence on October 28, 1995; and subsequent offering periods shall commence as designated by the Plan Administrator. C. Each offering period shall be comprised of one or more Purchase Periods, each of a duration (not less than three (3) months) determined by the Plan Administrator prior to the start date of that offering period. Until otherwise designated by the Plan Administrator, Purchase Periods shall start on the Saturday following the last Friday of January, April, July and October each year and shall end on the last Friday of April, July, October and January, respectively. The first Purchase Period pursuant to this restatement shall begin on the Effective Date and terminate on October 27, 1995. D. Should the Plan Administrator implement an offering period which includes two or more Purchase Periods, then the following special provision shall be in effect for that offering period: In the event the Fair Market Value per share of common stock on any Purchase Date within that offering period is less than the Fair Market Value per share of common stock on the start date of that offering period, then that offering period shall automatically terminate immediately with the purchase of shares of common stock on such Purchase Date, and a new offering period shall commence on the next business day following such Purchase Date. The duration of that new offering period shall be established by the Plan Administrator within five (5) business days following the start date. E. Under no circumstances shall any offering period commence under the Plan, nor shall any shares of common stock be issued hereunder, until such time as (i) the Plan shall have been approved by the Corporation's stockholders and (ii) the Corporation shall have complied with all applicable requirements of the Securities Act, all applicable listing requirements of the securities exchange on which shares of the common stock are listed for trading and all other applicable statutory and regulatory requirements. V. ELIGIBILITY A. Each Eligible Employee shall be eligible to enter an offering period under the Plan on the start date of any Purchase Period (within that offering period) which begins on or after his or her completion of any minimum service period established by the Plan Administrator as a condition to participation in that offering period, provided he or she remains an Eligible Employee on such start date. The date such individual enters the offering period shall be designated his or her Entry Date for purposes of that offering period. B. To participate in the Plan for a particular offering period, the Eligible Employee must complete the enrollment forms prescribed by the Plan Administrator (including a Participation Form) and file such forms with the Plan Administrator (or its designate) at least two weeks prior to his or her scheduled Entry Date. However, each individual who is a Participant in an offering period on the date such offering period terminates pursuant to Section IV.D shall automatically be enrolled in the new offering period which commences immediately after such termination date, provided the Participant is an Eligible Employee on the start date of that new offering period. Such start date shall be the Participant's Entry Date for the new offering period. VI. PAYROLL DEDUCTIONS A. The payroll deduction authorized by the Participant for purposes of acquiring shares of common stock under the Plan may be any multiple of one percent (1%) of the Participant's Eligible Earnings during each Purchase Period within that offering period, up to the maximum percentage established by the Plan Administrator prior to the start of such offering period, but in no event more than ten percent (10%). The deduction rate so authorized shall continue in effect for the remainder of the offering period, except to the extent such rate is changed in accordance with the following guidelines: (i) The Participant may, at any time during the offering period, reduce his or her rate of payroll deduction to become effective as soon as possible after filing the appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per Purchase Period. (ii) The Participant may, at least two weeks prior to the commencement of any new Purchase Period within the offering period, increase the rate of his or her payroll deduction by filing the appropriate form with the Plan Administrator. The new rate (which may not exceed the prescribed maximum for that offering period) shall become effective as of the start date of the Purchase Period following the filing of such form. B. Payroll deductions shall begin on the first pay day following the Participant's Entry Date into the offering period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. The amounts so collected shall be credited to the Participant's book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. The amounts collected from the Participant shall not be held in any segregated account or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes. C. Payroll deductions shall automatically cease upon the termination of the Participant's purchase right in accordance with the provisions of the Plan. D. The Participant's acquisition of common stock under the Plan on any Purchase Date shall neither limit, except to the extent limited pursuant to Section VIII, nor require the Participant's acquisition of common stock on any subsequent Purchase Date, whether within the same or a different offering period. VII. PURCHASE RIGHTS A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a separate purchase right for each offering period in which he or she participates. The purchase right shall be granted on the Participant's Entry Date into the offering period and shall provide the Participant with the right to purchase shares of common stock, upon the terms and conditions set forth below, in one or more installments over the remainder of such offering period. The Participant shall execute a Participation Form embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable. Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or any Corporate Affiliate. B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be automatically exercised in one or more installments on each Purchase Date within the offering period, and shares of common stock shall accordingly be purchased on behalf of each Participant (other than any Participant whose payroll deductions have previously been refunded in accordance with the Termination of Purchase Right provisions below) on each such Purchase Date. The purchase shall be effected by applying the Participant's payroll deductions for the Purchase Period ending on such Purchase Date (together with any carryover deductions from the preceding Purchase Period) to the purchase of whole shares of common stock (subject to the limitation on the maximum number of shares purchasable per Participant on any one Purchase Date) at the purchase price in effect for the Participant for that Purchase Date. C. PURCHASE PRICE. The purchase price per share at which common stock will be purchased on the Participant's behalf on each Purchase Date within the offering period shall be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of common stock on the Participant's Entry Date into that offering period or (ii) the Fair Market Value per share of common stock on that Purchase Date. However, for each Participant whose Entry Date is other than the start date of the offering period, the clause (i) amount shall in no event be less than the Fair Market Value per share of common stock on the start date of that offering period. D. NUMBER OF PURCHASABLE SHARES. The number of shares of common stock purchasable by a Participant on each Purchase Date during the offering period shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during the Purchase Period ending with that Purchase Date (together with any carryover deductions from the preceding Purchase Period) by the purchase price in effect for the Participant for that Purchase Date. However, the number of shares of common stock purchasable per Participant on any one Purchase Date shall not exceed the limit set forth in Section VIII or the maximum number designated by the Plan Administrator for that Purchase Date prior to the start date of the offering period in which such Purchase Date occurs, subject to periodic adjustments in the event of certain changes in the Corporation's capitalization. Until otherwise designated by the Plan Administrator, the maximum number of shares of common stock purchasable per Participant on any one Purchase Date shall be limited to one thousand (1,000) shares. E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to the purchase of shares of common stock on any Purchase Date because they are not sufficient to purchase a whole share of common stock shall be held for the purchase of common stock on the next Purchase Date. However, any payroll deductions not applied to the purchase of common stock by reason of the limitation on the maximum number of shares purchasable by the Participant on the Purchase Date shall be refunded. F. TERMINATION OF PURCHASE RIGHT. The following provisions shall govern the termination of outstanding purchase rights: (i) A Participant may, at any time at least two weeks prior to the commencement of any new Purchas e Date in the offering period, terminate his or her outstanding purchase right by filing the appropriate form with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the Participant with respect to the terminated purchase right. Any payroll deductions collected during the Purchase Period termination occurs shall, at the Participant's election, be refunded or held for the purchase of shares on the next Purchase Date. If no such election is made at the time such purchase right is terminated, then the payroll deductions collected with respect to the terminated right shall be refunded as soon as possible. (ii) The termination of such purchase right shall be irrevocable, and the Participant may not subsequently rejoin the offering period for which the terminated purchase right was granted. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan by filing a Participation Form at least two weeks prior to the commencement of any new Purchase Period within that offering period. (iii) Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the Participant's payroll deductions for the Purchase Period in which the purchase right so terminates shall be immediately refunded. However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the election, exercisable until two weeks prior to the last business day of the Purchase Period in which such leave commences, to (a) withdraw all the funds in the Participant's payroll account at the time of the commencement of such leave or (b) have such funds held for the purchase of shares at the end of such Purchase Period. In no event, however, shall any further payroll deductions be added to the Participant's account during such unpaid leave. Upon the Participant's return to active service, his or her payroll deductions under the Plan shall automatically resume at the rate in effect at the time the leave began. G. CORPORATE TRANSACTION. Each outstanding purchase right shall automatically be exercised, immediately prior to the effective date of any Corporate Transaction, by applying the payroll deductions of each Participant for the Purchase Period in which such Corporate Transaction occurs to the purchase of whole shares of common stock at a purchase price per share equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of common stock on the Participant's Entry Date into the offering period in which such Corporate Transaction occurs or (ii) the Fair Market Value per share of common stock immediately prior to the effective date of such Corporate Transaction. However, the applicable limitation on the number of shares purchasable per Participant shall continue to apply to any such purchase, and the clause (i) amount above shall not, for any Participant whose Entry Date for the offering period is other than the start date of that offering period, be less than the Fair Market Value per share of common stock on such start date. The Corporation shall use its best efforts to provide at least ten (10)-days prior written notice of the occurrence of any Corporate Transaction, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Corporate Transaction. H. PRORATION OF PURCHASE RIGHTS. Should the total number of shares of common stock which are to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the common stock pro-rated to such individual, shall be refunded. I. ASSIGNABILITY. During the Participant's lifetime, the purchase right shall be exercisable only by the Participant and shall not be assignable or transferable by the Participant. J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights with respect to the shares subject to his or her outstanding purchase right until the shares are purchased on the Participant's behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased shares. A Participant shall be entitled to receive, as soon as practicable after each Purchase Date, a stock certificate for the number of shares purchased on the Participant's behalf. Such certificate may, upon the Participant's request, be issued in the names of the Participant and his or her spouse as community property or as joint tenants with right of survivorship. Alternatively, the Participant may request the issuance of such certificate in "street name" for immediate deposit in a designated brokerage account. VIII. ACCRUAL LIMITATIONS A. No Participant shall be entitled to accrue rights to acquire common stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase common stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value of such stock on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding. B. For purposes of applying such accrual limitations, the following provisions shall be in effect: (i) The right to acquire common stock under each outstanding purchase right shall accrue in one or more installments on each successive Purchase Date during the offering period on which such right remains outstanding; and (ii) No right to acquire common stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire common stock under one (1) or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000) worth of common stock, determined on the basis of the Fair Market Value of such stock on the date or dates of grant (Entry Date), for each calendar year such rights were at any time outstanding. C. If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Period, then the payroll deductions which the Participant made during that Purchase Period with respect to such purchase right shall be refunded. D. In the event there is any conflict between the provisions of this Article VIII and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this Article VIII shall be controlling. IX. EFFECTIVE DATE AND TERM OF THE PLAN A. The Plan became effective on June 28, 1980. At the 1984, 1986, 1992 and 1996 Annual Meetings, the Corporation's stockholders approved 1,000,000, 500,000, 5,000,000 and 5,000,000 share increases, respectively, in the number of shares of common stock authorized for issuance over the term of the Plan. B. On January 26, 1995, the Board approved this restatement of the Plan, to become effective on July 29, 1995. This restatement was approved by the Corporation's stockholders at the 1995 Annual Meeting. This restatement provides the Plan Administrator with more flexibility in structuring the offering periods and purchase intervals in effect under the Plan and in establishing the rights and limitations governing plan participation. C. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (ii) the date on which all purchase rights are exercised in connection with a Corporate Transaction. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following its termination. X. AMENDMENT OF THE PLAN The Board may alter, amend, suspend or discontinue the Plan at any time to become effective immediately following the close of any Purchase Period. However, the Board may not, without the approval of the Corporation's stockholders, (i) materially increase the number of shares of common stock issuable under the Plan or the maximum number of shares purchasable per Participant on any one Purchase Date, except for permissible adjustments in the event of certain changes in the Corporation's capitalization, (ii) alter the purchase price formula so as to reduce the purchase price payable for the shares of common stock purchasable under the Plan, or (iii) materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility to participate in the Plan. XI. GENERAL PROVISIONS A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation. B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person's employment at any time for any reason, with or without cause. C. The provisions of the Plan shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules. XII. DISPOSITION OF SHARES A. The Plan Administrator may, in its absolute discretion, impose, as a condition to the issuance of the shares of common stock purchased under the Plan, the requirement that each Participant provide the Corporation with prompt notice of any transfer or other disposition of those shares which is effected within two (2) years after Participant's Entry Date into the offering period in which the shares were purchased or within one year after the Purchase Date on which those shares were in fact purchased. The Plan Administrator may further require the certificate evidencing such shares to be endorsed with a legend indicating the existence of such notice requirement and impose appropriate stop transfer orders with respect to such certificate in the absence of such notice. B. The Corporation shall not record on its books of record any transfer or other disposition of the shares of common stock issued under the Plan which is not effected in compliance with the foregoing notice requirement. Moreover, the Corporation may impose, as a condition to the recordation of such transfer or disposition, the requirement that the Participant satisfy all federal, state and local income and employment tax withholding obligations applicable to such transfer or disposition. Schedule A Corporations Eligible to Participate in the Employee Stock Purchase Plan As of the Amendment Date Amdahl Corporation Amdahl Federal Service Corporation Amdahl Australia Pty., Limited Amdahl Computersysteme Gesellschaft m.b.H. Amdahl Belgium S.A. Amdahl Ireland Limited Amdahl Canada Limited Amdahl Danmark Computer Systems A/S Amdahl France S.A. Amdahl Deutschland GmbH Amdahl International Corporation, Hong Kong Branch Amdahl Italia S.p.A. Amdahl Nederland B.V. Amdahl International Corporation, New Zealand Branch Amdahl Norge A/S Amdahl International Corporation, sucursal em Portugal Amdahl International Corporation, Singapore Branch Amdahl Computer Systems, Sucursal en Espana Amdahl International Corporation U.S.A., filial, Sverige Amdahl (Schweiz) AG Amdahl Pacific Basin Operations, Inc. Thailand Branch Amdahl (U.K.) Limited Amdahl (U.K.) Limited, Irish Branch Amdahl (South Africa) Pty. Ltd. C.E. Services, Inc. C E Services (Europe) Limited DMR Group Inc. DMR Group, Inc. DMR AMS Inc. DMR Group Australia Pty. Ltd. DMR Group (Belgium) S.A.N.V. DMR Group Limited DMR Group New Zealand Limited Groupe DMR S.A. Qadrant International Pty. Ltd. RailTek Australia Pty. Ltd. The IT Macroscope Inc. 2638-6193 Quebec Inc. APPENDIX The following definitions shall be in effect under the Plan: A. BOARD shall mean the Corporation's Board of Directors. B. CODE shall mean the Internal Revenue Code of 1986, as amended. C. CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established. D. CORPORATE TRANSACTION shall mean either of the following stockholder approved transactions to which the Corporation is a party: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation. E. CORPORATION shall mean Amdahl Corporation, a Delaware corporation, and any corporate successor to all or substantially all of the assets or voting stock of Amdahl Corporation, which shall by appropriate action adopt the Plan. F. EFFECTIVE DATE shall mean July 29, 1995. Any Corporate Affiliate which becomes a Participating Corporation after such Effective Date shall designate a subsequent Effective Date with respect to its employee-Participants. G. ELIGIBLE EARNINGS shall mean the regular base salary paid to a Participant by one or more Participating Companies during such individual's period of participation in the Plan, plus (i) any commissions paid to the Participant which serve as base salary equivalents and (ii) any pre-tax contributions made by the Participant to any Code section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate Affiliate. Prior to the start date of any offering period, the Plan Administrator may determine that the Eligible Earnings for that offering period shall also include each of the following items of compensation: all overtime payments, bonuses, commissions (other than those functioning as base salary equivalents), profit-sharing distributions and other incentive-type payments paid to a Participant by one or more Participating Companies. In no event, however, shall any contributions (other than Code Section 401(k) or Code Section 125 contributions) made on the Participant's behalf by the Corporation or any Corporate Affiliate under any employee benefit or welfare plan now or hereafter established be included as Eligible Earnings. H. ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a regularly-scheduled basis of more than twenty (20) hours per week for more than five (5) months per calendar year, in the rendition of personal services to any Participating Corporation as an employee for earnings considered wages under Code Section 3401(a). I. ENTRY DATE shall mean the date an Eligible Employee first commences participation in the offering period in effect under the Plan. The earliest Entry Date under the Plan shall be the Effective Date. J. FAIR MARKET VALUE per share of common stock on any relevant date shall be the mean between the highest and lowest quoted trading prices per share on such date on the principal exchange on which the common stock is then listed or admitted to trading, as such prices are officially quoted by the composite tape of transactions on the exchange. If there are no reported sales for such date, then the mean of the highest and lowest quoted trading prices for the last previous date for which such quotations exist will determine the Fair Market Value. K. PARTICIPANT shall mean any Eligible Employee of a Participating Corporation who is actively participating in the Plan. L. PARTICIPATING CORPORATION shall mean the Corporation and such Corporate Affiliate or Affiliates as may be authorized from time to time by the Plan Administrator to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the Plan as of the Effective Date are listed in attached Schedule A. M. PLAN shall mean the Corporation's Restated Employee Stock Purchase Plan, as set forth in this document. N. PLAN ADMINISTRATOR shall mean the Compensation Committee of the Board in its capacity as the administrator of the Plan. O. PURCHASE DATE shall mean the last business day of each Purchase Period. The initial Purchase Date shall be October 27, 1995. P. PURCHASE PERIOD shall mean each successive period within the offering period at the end of which there shall be purchased shares of common stock on behalf of each Participant. Q. SECURITIES ACT shall mean the Securities Act of 1933, as amended. EX-4.B 3 Exhibit 4(b) amdahl EMPLOYEE STOCK PURCHASE PLAN PARTICIPATION FORM - ----------------------------------------------------------------- Personal Information (Please print) Please complete this section and the enrollment section even if you do not intend to enroll in the Amdahl Corporation Employee Stock Purchase Plan (the ESPP). Employee Name: - ----------------------------------------------------------------- Last First Initial Soc. Sec. No.: Employee No.: Dept. No.: Phone No.: Mail Stop: - ----------------------------------------------------------------- Co-Ownership I am participating/enrolling in the ESPP and wish to share ownership as joint tenants with (Print Full Name): - ----------------------------------------------------------------- Enrollment/Change Complete this section to enroll or make changes to your ESPP participation. - ----I wish to enroll in the ESPP and contribute 2% 4% 6% (circle one) of my compensation. - ----I am enrolled in the ESPP and wish to change my contribution to 2% 4% 6% (circle one) of my compensation. - ----I am not enrolled in the ESPP and do not wish to enroll. - ----------------------------------------------------------------- Withdrawal from the ESPP Complete this section if you are enrolled in the ESPP and wish to withdraw. - ----I wish to immediately withdraw from the ESPP and request that all payroll deductions contributed during the current purchase period be refunded. I understand that my withdrawal is only effective if the Plan Administrator receives this form 15 days prior to the end of the current Purchase Period. - ----I wish to withdraw from the ESPP after the issuance in the current Purchase Period. I understand that all payroll deductions from my compensation will stop after the issuance and that any remaining balance in my account will be refunded to me. I understand that if I wish to participate in the ESPP after my withdrawal, I must re-enroll by filling out the "Enrollment/Change" section of the Employee Stock Purchase Plan Participation form. The form must be received by the Plan Administrator at least 15 days before the start of a Purchase Period. - ----------------------------------------------------------------- Signature I have read, understand, and accept the terms described in this form, front and back, and the Plan Summary. Employee Signature: Date: - ----------------------------------------------------------------- To be completed by the Stock Plan Administrator Approved by: Return to Stock Plan Administrator Effective Date: Eligibility Date: M/S 256 Authorization I wish to participate in the ESPP in accordance with the Plan Summary. Such purchases are made through payroll deductions. In addition, if I sell, make a gift of, or dispose of, in any other manner, any shares purchased through the ESPP within 21 months of the purchase date, I agree to provide information to Amdahl Corporation, including the manner of the transfer, the date of the transfer, the number of shares involved and the transfer price. It is my responsibility to keep my address current with Amdahl Corporation, through Personnel Administration (ext. 66131), and if I have stock certificates in my name with the Transfer Agent, The Bank of New York at 1-(800) 524-4458 or if I hold my stock in street name with my broker. Any shares I acquire through the ESPP may be publicly traded, for example, through a stock broker. Amdahl is a publicly traded company on the American Stock Exchange, symbol AMH. - ----------------------------------------------------------------- Delivery of Stock Certificates I understand that the stock certificates purchased through the ESPP will be delivered to my home address, on file with Personnel Administration, unless I complete the Employee Stock Purchase Plan Automatic Deposit Election form, AM 4181. EX-4.C 4 Exhibit 4(c) amdahl EMPLOYEE STOCK PURCHASE PLAN AUTOMATIC DEPOSIT ELECTION PLEASE PRINT OR TYPE ALL INFORMATION EXCEPT SIGNATURE - ----------------------------------------------------------------- NAME (LAST) (FIRST) (INITIAL) - ------------------ SEC. NO. - ----------------------------------------------------------------- EMPLOYEE NO. DEPT. NO. PHONE NO. MAIL STOP DEPOSIT ELECTION I hereby authorize and instruct Amdahl Corporation to deposit my Employee Stock Purchase Plan (ESPP) shares, as issued and until further written notice, to my account with the following broker: Dean Witter Reynolds, Inc. Charles Schwab & Co. Services to Corporations Frank Seay, San Jose office Denver office (408) 947-3705 1 (800) 654-2593 Acct. No.: Acct. No.: Stephen Rudolph, Palo Alto office (Amdahl ESPP Administrator will 1 (415) 853-4025 / 1 (800) 755-8081 open an ESPP only account) Acct. No.: (Please contact the specific Broker to open your account) I consent to Amdahl Corporation communicating with my broker regarding the disposition of my ESPP shares. NO DEPOSIT ELECTION I hereby elect not to have my ESPP shares deposited with a broker. I understand I will receive a certificate in the mail at the address on file with Personnel Administration (ext. 66131) for the shares purchased each purchase period. I further understand it is my responsibility to keep my address current with Amdahl Corporation and the Transfer Agent. It is also my responsibility to report any sale or disposition of ESPP shares to the Plan Administrator in the year of disposition. STOP DEPOSITING I hereby request that my shares not be sent to my broker: - ----Dean Witter Reynolds, Inc. ----Charles Schwab & Co. I understand that I will receive stock certificates at the end of each purchase period for the shares purchased. I may resume having the shares deposited by filing a new Automatic Deposit Election form with the Plan Administrator at least 15 days prior to the close of the current purchase period. YOUR SIGNATURE DATE Return to: Employee Stock Purchase Plan (M/S 256) LINE BELOW TO BE COMPLETED BY STOCK PLAN ADMINISTRATION APPROVED BY: EFFECTIVE DATE: AM 4181 EFF 7/96 EX-23.A 5 Exhibit 23(a) July 22, 1996 Amdahl Corporation 1250 East Arques Avenue Sunnyvale, CA 94088-3470 Re: Amdahl Corporation Registration Statement for Offering of 5,000,000 Shares of common stock Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, on a Form S-8 registration statement to be filed with the Securities and Exchange Commission on July 22, 1996 (the "Registration Statement"), of 5,000,000 shares of Amdahl Corporation common stock, par value of $0.05 per share, which are to be offered and sold under the Amdahl Corporation Employee Stock Purchase Plan (the "Purchase Plan"), I advise you that in my opinion when the 5,000,000 shares of such common stock that are issuable upon purchase under the Purchase Plan have been issued and sold in accordance with and as described in the Registration Statement, such shares will be legally issued, fully paid and nonassessable shares of common stock of Amdahl Corporation. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/G. Gregory Handschuh G. Gregory Handschuh General Counsel and VP Legal Affairs EX-23.B 6 Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 24, 1996 included (or incorporated by reference) in Amdahl Corporation's Form 10-K for the fiscal year ended December 29, 1995. /s/Arthur Andersen LLP Arthur Andersen LLP San Jose, California July 22, 1996 EX-24 7 Exhibit 24 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Amdahl Corporation, a Delaware corporation (the "Corporation"), do hereby constitute and appoint John C. Lewis and Bruce J. Ryan and each of them separately, the lawful attorneys-in-fact and agents with full power and authority to perform all acts and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary, advisable or required to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/John C. Lewis Chairman of the Board, May 2, 1996 - ----------------------- President and John C. Lewis Chief Executive Officer (Principal Executive Officer) /s/Bruce J. Ryan Executive Vice May 2, 1996 - ----------------------- President, Chief Bruce J. Ryan Financial Officer and Corporate Secretary (Principal Financial Officer) /s/Ernest B. Thompson Vice President and May 2, 1996 - ----------------------- Controller Ernest B. Thompson (Principal Accounting Officer) /s/Keizo Fukagawa Director May 2, 1996 - ----------------------- Keizo Fukagawa /s/Michael R. Hallman Director May 2, 1996 - ----------------------- Michael R. Hallman /s/E. F. Heizer, Jr. Director May 2, 1996 - ----------------------- E. F. Heizer, Jr. /s/Kazuto Kojima Director May 2, 1996 - ----------------------- Kazuto Kojima /s/Burton G. Malkiel Director May 2, 1996 - ----------------------- Burton G. Malkiel, Ph.D. /s/George R. Packard Director May 2, 1996 - ----------------------- George R. Packard, Ph.D. /s/Walter B. Reinhold Director May 2, 1996 - ----------------------- Walter B. Reinhold /s/Takamitsu Tsuchimoto Director May 2, 1996 - ----------------------- Takamitsu Tsuchimoto /s/J. Sidney Webb Director May 2, 1996 - ----------------------- J. Sidney Webb -----END PRIVACY-ENHANCED MESSAGE-----