**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

 

**(MarkOne)**

 

| **ý** | **Annual  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934.**                                          |
|------------|--------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                 |
|       | **For  the fiscal year ended June 27, 2003.**                                                                                   |
|       |                                                                                                                                 |
| **o**      | **Transition  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934.**                                      |
|       |                                                                                                                                 |
|       | **For  the transition period            to        ** |

 

**Commission FileNumber 1-10441**

 

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**SILICON GRAPHICS, INC.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                                                                      |   | **94-2789662**                           |
|-----------------------------------------------------------------------------------|--------|------------------------------------------|
| (State or Other Jurisdiction  of  Incorporation or Organization)                  |   | (I.R.S. Employer  Identification Number) |
|                                                                              |   |                                     |
| **1500 Crittenden Lane, Mountain View,  California 94043-1351**                   |
| (Address of principal  executive offices and zip code)                            |
|                                                                              |   |                                     |
| Registrant’s telephone number,  including area code: **(650) 960-1980** |
|                                                                              |   |                                     |
| Securities registered pursuant  to Section 12(b) of the Act:                 |

 
| **Title of each class**                    |   | **Name of  each exchange on which registered:** |
|--------------------------------------------|--------|-------------------------------------------------|
| Common Stock, $0.001 par value             |   | New York Stock Exchange                         |
| 5 1⁄4% Senior Convertible Notes         |   | New York Stock Exchange                         |
| 6 1⁄2% Senior Secured Convertible Notes |   | New York Stock Exchange                         |
| 11 3⁄4% Senior Secured Notes            |   | New York Stock Exchange                         |

 

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past90 days. Yes ý  No o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the ExchangeAct). Yes ý  No o

 

The aggregate market value of theregistrant’s voting stock held by non-affiliates of the registrant, based uponthe closing sale price of the Common Stock on December 27, 2002 on the NewYork Stock Exchange, was approximately $216 million. Shares of votingstock held by each executive officer and director and by each person who owns5% or more of any class of registrant’s voting stock have been excluded in thatsuch persons may be deemed to be affiliates. This determination of affiliatestatus is not necessarily a conclusive determination for other purposes.

 

**As of January 30, 2004, the registrant had212,835,811 shares of Common Stock outstanding.**

 

 

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**EXPLANATORY NOTE**

 

Silicon Graphics, Inc. hereby amends Item 15of Part IV of its Annual Report on Form 10-K for the fiscal year ended June 27,2003 by deleting Item 15 from the original Form 10-K filing and restating it asfollows.  This amendment is made toinclude exhibit 10.25 which was inadvertently omitted from the original filing.

 

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTSON FORM 8-K**

 

(a)                                  The following documents are filed as a partof this Report:

 

1.                                       FINANCIAL STATEMENTS.  The following consolidated financialstatements of Silicon Graphics, Inc. and Report of Ernst & YoungLLP, Independent auditors are filed as part of this Report on pages 30 through64.

 

Consolidated Statement of Operations—Years ended June 27, 2003,June 28, 2002 and June 30, 2001

 

Consolidated Balance Sheets—June 27, 2003 and June 28, 2002

 

Consolidated Statements of Cash Flows—Years ended June 27, 2003,June 28, 2002 and June 30, 2001

 

Consolidated Statements of Stockholders’ (Deficit) Equity—Years endedJune 27, 2003, June 28, 2002 and June 30, 2001

 

Notes to Consolidated Financial Statements

 

Report of Ernst & Young LLP, Independent Auditors

 

2.                                       FINANCIAL STATEMENT SCHEDULES. The followingfinancial statement schedule of Silicon Graphics, Inc. is filed as part ofthis Report and should be read in conjunction with the Consolidated FinancialStatements of Silicon Graphics, Inc.

 

| **Schedule** |   | **Description**                   |   |   |
|--------------|--------|-----------------------------------|--------|--------|
| II           |   | Valuation and Qualifying Accounts |   |   |

 

Schedules not listed above have been omitted because they are notapplicable or are not included in the consolidated financial statements ornotes thereto.

 

3.                                       EXHIBITS. The following Exhibits are filed aspart of, or incorporated by reference into, this Report:

 
| 3.1.1† |   | Restated  Certificate of Incorporation of the Company.                                                                                                                                                        |
|-------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2(12)     |   | Bylaws  of the Company, as amended.                                                                                                                                                                           |
| 4.1(8)      |   | Indenture  dated February 1, 1986 between Cray Research, Inc. and Manufacturers Hanover  Trust Company, as Trustee.                                                                                           |
| 4.2(8)      |   | First  Supplemental Indenture dated June 30, 1996 between the Company, Cray  Research, Inc., and Chemical Bank (formerly Manufacturers Hanover Trust  Company)                                                |
| 4.3†   |   | Indenture  dated as of September 1, 1997 between the Company and State Street Bank and  Trust Company of California, N.A., as Trustee.                                                                        |
| 9.1(7)      |   | Voting  and Exchange Trust Agreement between the Company and Computershare dated  June 15, 1995.                                                                                                         |
| 10.1(1)     |   | Software  Agreement dated as of January 4, 1986, as supplemented June 6,  1986, and Sublicensing Agreement dated as of June 9, 1986 between the  Company and AT&T Information Systems Inc. |
| 10.2(2)     |   | Software  License Agreement dated January 24, 1986, between the Company and AT&T  Information Systems Inc.                                                                                                |
| 10.3(3)     |   | Form  of Indemnification Agreement entered into between the Company and its  executive officers and certain other agents. (Revised)                                                                           |
| 10.4(10)*   |   | Directors’  Stock Option Plan and form of Stock Option Agreement as amended as of  April 23, 1997.                                                                                                  |
| 10.5(9)*    |   | 1985  Stock Incentive Program, as amended.                                                                                                                                                                    |
| 10.6(9)*    |   | Amended  and Restated 1989 Employee Benefit Stock Plan and form of stock option  agreement.                                                                                                                   |
| 10.7  (15)* |   | 1993  Long-Term Incentive Stock Plan, as amended, and form of stock option  agreement.                                                                                                                        |
| 10.8(10)*   |   | 1996  Supplemental Non-Executive Equity Incentive Plan, as amended, and form of  stock option agreement.                                                                                                      |
| 10.9(12)*   |   | 1998  Employee Stock Purchase Plan.                                                                                                                                                                           |

 

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| 10.10(5)*   |   | Non-Qualified  Deferred Compensation Plan dated as of September 9, 1994.                                                                                                                                                      |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11(10)*  |   | Addendum  to the Non-Qualified Deferred Compensation Plan.                                                                                                                                                                         |
| 10.12(6)*   |   | Alias  Research Inc.’s 1994 Stock Plan and standard forms of Option Agreements.                                                                                                                                               |
| 10.13(7)*   |   | Wavefront  Technologies, Inc. 1990 Stock Option Plan with standard form of Option  Agreement.                                                                                                                                      |
| 10.14(14)   |   | Intellectual  Property Security Agreement between the Company and Foothill Capital  Corporation dated November 9, 2001.                                                                                                       |
| 10.15(14)   |   | Loan  Agreement between the Company, Silicon Graphics World Trade B.V. and SGI  Japan, Ltd. as of November 2001 and related Pledge Agreement.                                                                                      |
| 10.16*(14)  |   | Letter  Agreement between Warren Pratt and the Company, as amended as of November  2001.                                                                                                                                           |
| 10.17*(14)  |   | Amended  and Restated Promissory Note in the principal amount of $250,000 as of April  2001.                                                                                                                                       |
| 10.18(14)   |   | Pledge  Agreement between Warren Pratt and the Company dated September 27, 2000.                                                                                                                                              |
| 10.19*(14)  |   | Amended  and Restated Promissory Note in the principal amount of $500,000 as of April  2001.                                                                                                                                       |
| 10.20(14)   |   | Letter  Agreement between Jeffrey Zellmer and the Company, as amended as of October  2001.                                                                                                                                         |
| 10.21*(14)  |   | Letter  Agreement between Sandra Escher and the Company, effective October 2001.                                                                                                                                                   |
| 10.22(14)   |   | Consulting  Agreement between Arthur L. Money and Silicon Graphics, Inc. dated  June 1, 2002.                                                                                                                            |
| 10.23(16)   |   | Amendment  No 1. dated April 11, 2003, to the Amended and Restated Loan and  Security between the Company and Foothill Capital Corporation and the Bank of  America, N.A. dated September 24, 2002.                      |
| 10.24† |   | Amendment  No 2. including Waiver dated September 17, 2003, to the Amended and  Restated Loan and Security between the Company and Foothill Capital  Corporation and the Bank of America, N.A. dated September 24, 2002. |
| 10.25(14)   |   | Amended and Restated Loan and Security  Agreement among Silicon Graphics, Inc., Foothill Capital Corporation and Bank  of America, N.A. dated September 24, 2002*                                                                  |
| 21.1†  |   | List  of Subsidiaries                                                                                                                                                                                                              |
| 23.1†  |   | Consent  of Ernst & Young LLP, Independent Auditors                                                                                                                                                                            |
| 31.1†  |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 dated September 29, 2003                                                                                                 |
| 31.2†  |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 dated September 29, 2003                                                                                                 |
| 31.3†  |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002 dated October 27, 2003                                                                                                        |
| 31.4†  |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002 dated October 27, 2003                                                                                                        |
| 31.5        |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002 dated February 26, 2004                                                                                                       |
| 31.6        |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002 dated February 26, 2004                                                                                                       |
| 32†    |   | Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002 for Robert R. Bishop and  Jeffrey V. Zellmer.                                              |

 

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*                           This exhibit is a management contract orcompensatory plan required to be filed as an exhibit to this Form 10-Kpursuant to Item 14(c).

 

†                            Previously filed

 

(1)                    Incorporated by reference to exhibits to theCompany’s Registration Statement on Form S-1 (No. 33-8892), whichbecame effective October 29, 1986.

 

(2)                    Incorporated by reference to exhibits to theCompany’s Registration Statement on Form S-1 (No. 33-12863), whichbecame effective March 31, 1987.

 

(3)                    Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the year ended June 30,1992.

 

(4)                    Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the year ended June 30,1994.

 

(5)                    Incorporated by reference to exhibits to theCompany’s Quarterly Report on Form 10-Q for the period endedSeptember 30, 1994.

 

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(6)                    Incorporated by reference to exhibits to theCompany’s Registration Statement on Form S-8 (No. 33-60215), whichbecame effective June 14, 1995.

 

(7)                    Incorporated by reference to exhibits to theCompany’s Registration Statement on Form S-8 (No. 33-60213), whichbecame effective June 14, 1995.

 

(8)                    Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the year ended June 30,1995.

 

(9)                    Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the period ended June 30,1996.

 

(10)              Incorporated by reference to exhibits to theCompany’s Quarterly Report on Form 10-Q for the period endedMarch 31, 1997.

 

(11)              Incorporated by reference to exhibits to theCompany’s Registration Statement on Form S-4 (No. 333-32379), whichbecame effective August 7, 1997.

 

(12)              Incorporated by reference to exhibits to theCompany’s Quarterly Report on Form 10-Q for the period endedMarch 31, 1999.

 

(13)              Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the year ended June 30,2001.

 

(14)              Incorporated by reference to exhibits to theCompany’s Annual Report on Form 10-K for the year ended June 28,2002.

 

(15)              Incorporated by reference to exhibits to theCompany’s Quarterly Report on Form 10-Q for the period endedMarch 31, 2003.

 

(16)              Incorporated by reference to exhibits to theCompany’s Form 8-K filed on April 21, 2003.

 

(b)  *Reportson Form 8-K*.  During the quarter endedJune 27, 2003, we furnished or filed the following information:

 

A Form 8-K was filed on April 21, 2003 in connection withRegulation FD disclosures and the filing of exhibits relating to theannouncement of the Company’s financial results for the quarter endedMarch 28, 2003 and the renewal of the Company’s asset based creditfacility.

 

A Form 8-K was filed on May 22, 2003 in connection with RegulationFD disclosures relating to the announcement of a reduction in force.

 

A Form 8-K was filed on June 10, 2003 in connection withRegulation FD disclosures relating to meetings with investors.

* *

*Trademarks used in the Form 10-K*

 

Silicon Graphics, SGI, O2, Octane, Onyx, Origin, FailSafe, IRIX andReality Center are registered trademarks, and Altix, CXFS, NUMAflex, Onyx4,UltimateVision, Silicon Graphics Fuel, Tezro, Octane2, and Silicon GraphicsZx10 are trademarks of Silicon Graphics, Inc. in the U.S. and/or othercountries worldwide. Alias Studio is a trademark of Alias Systems, a divisionof Silicon Graphics Limited. Maya is a registered trademark of SiliconGraphics, Inc., and exclusively used by Alias Systems, a division ofSilicon Graphics Limited.

 

MIPS is a registered of MIPS Technologies, Inc. used under licenseby Silicon Graphics, Inc. UNIX is a registered trademark of The OpenGroup, in the U. S. and other countries. Windows and Windows NT are registeredtrademarks of Microsoft Corporation in the United States and /or othercountries. Intel, Pentium and Itanium are registered trademarks of IntelCorporation or its subsidiaries in the United States and other countries. Linuxis a registered trademark of Linus Torvalds. Red Hat is a registered trademarkof Red Hat, Inc. in the United States and other countries. Macintosh is aregistered trademark of Apple Computer, Inc, registered in the United Statesand other countries.

 

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**SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this amended report on Form 10-K/A to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|                            | SILICON GRAPHICS, INC. |
|---------------------------------|------------------------|
|                            |                   |
| Dated:   February 26, 2004 | By:                    | /s/ SANDRA M. ESCHER |   |
|                            |                   | Sandra M. Escher*Senior  Vice President, General Counsel and Secretary* |   |

 

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