As
filed with the Securities and Exchange Commission on May 14,
2009
Registration
No. 333-147090
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SILICON
GRAPHICS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
94-2789662
|
|
(State
of other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employee
Identification
Number)
|
|
|
|
Silicon
Graphics, Inc.
1140
East Arques Avenue
Sunnyvale,
California 94085-4602
(408)
524-1980
|
|
|
(Address,
including zip code, and telephone number including area code, of
Registrant’s principal executive offices)
|
|
|
|
Barry
Weinert
Chief Restructuring
Officer
1140
East Arques Avenue
Sunnyvale,
California 94085-4602
(408)
524-1980
|
|
|
(Name
and address, including zip code, and telephone number,
including area code, of agent for service)
|
|
|
Copy
to:
|
|
William
M. Kelly, Esq.
1600
El Camino Real
Menlo
Park, California 94025
(650)
752-2000
|
Approximate date of commencement of
proposed sale of the securities to the public:
Not
applicable.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
o
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.
o
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
_______
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
______
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box.
o
This
Post-Effective Amendment No. 1 to Form S-3 shall become effective in
accordance with Section 8(c) of the Securities Act of 1933, as amended, on such
a date as the Commission, acting pursuant to Section 8(c), may
determine.
DEREGISTRATION
OF SHARES
This
Post-Effective Amendment No.
1
to the Registration Statement on
Form S-3, as amended (No. 333-147090), is being filed to deregister all unsold
shares of common stock of Silicon Graphics, Inc., the registrant.
The
Securities and Exchange Commission declared this Registration Statement
effective on February 14, 2008.
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-3, and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of California, on May
8, 2009.
|
SILICON
GRAPHICS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert H. Ewald
|
|
|
|
Name:
|
Robert
H. Ewald
|
|
|
|
Title:
|
Chief Executive Officer
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/
Robert H. Ewald
|
|
|
|
Robert
H. Ewald
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
May
8, 2009
|
|
|
|
|
|
/s/
Gregory S. Wood
|
|
|
|
Gregory
S. Wood
|
Senior
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
May
8, 2009
|
|
|
|
|
|
/s/
Timothy L. Pebworth
|
|
|
|
Timothy
L. Pebworth
|
Chief
Accounting Officer and Corporate Controller
(Principal
Accounting Officer)
|
May
8, 2009
|
|
|
|
|
|
|
|
|
|
Anthony
Grillo
|
Director
|
May
8, 2009
|
|
|
|
|
|
/s/
Eugene I. Davis
|
|
|
|
Eugene
I. Davis
|
Director
|
May
8, 2009
|
|
|
|
|
|
|
|
|
|
Joanne
O. Isham
|
Director
|
May
8, 2009
|
|
|
|
|
|
/s/
James A. McDivitt
|
|
|
|
James
A. McDivitt
|
Director
|
May
8, 2009
|
|
|
|
|