---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A

(Mark One)

|/X/ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2001

or

|/ / | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from
 to

COMMISSION FILE NUMBER 10441

---

SILICON GRAPHICS, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

94-2789662(I.R.S. Employee
Identification Number)


1600 Amphitheatre Parkway
Mountain View, California
94043-1351(Address of principal executive offices and zip code)

Registrant's
telephone number, including area code:(650) 960-1980

Title of each class

Name of each exchange
on which registeredCommon Stock, $0.001 par value

New York Stock Exchange51/4% Senior Convertible Notes

New York Stock Exchange


---

Securities registered pursuant to Section 12(g) of the Act:None

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/    No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes /X/

The
aggregate market value of the registrant's voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on
January 14, 2002 on the New York Stock Exchange as reported in The Wall Street Journal, was approximately $409 million. Shares of voting stock held by each executive officer and director
and by each person who owns 5% or more of any class of registrant's voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As
of January 14, 2002, the registrant had outstanding 196,673,892 shares of Common Stock.

---

---

---



DOCUMENTS INCORPORATED BY REFERENCE

The section in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2001 entitled "Executive Officers of
the Registrant" is incorporated by reference into Part III of this amended report on Form 10-K/A.

EXPLANATORY NOTE

Silicon Graphics, Inc. hereby amends the following items of its Annual Report on Form 10-K for the fiscal year ended June 30,
2001. Each of the below referenced Items in Part III are amended by deleting the Items in their entirety and replacing them with the Items set forth in this amendment. Any Items in the original
filing not expressly changed by this amendment shall be as set forth in the original filing.

2

---



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors currently consists of five persons, divided into three classes serving staggered terms of office. Messrs. Robert Shapiro, director
since 1996, and Robert Lutz, director since 1995, resigned from the Board in October 2000 and August 2001, respectively. Arthur L. Money was appointed a director in October 2001
and Charles A. Steinberg was appointed a director in January 2002.

|Name                 |  | Class |  | Age |  | Principal Occupation                                                                                                                                   |  | Director
Since
|-------------------- |  | ----- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------
|Robert R. Bishop     |  | III   |  | 59  |  | Chairman and Chief Executive Officer, Silicon Graphics, Inc.                                                                                           |  | 1993          
|C. Richard Kramlich  |  | I     |  | 66  |  | General Partner, New Enterprise Associates
(a venture capital firm)                                                                                    |  | 1984          
|James A. McDivitt    |  | II    |  | 72  |  | Former Senior Vice President, Government Operations and International, Rockwell International Corporation                                              |  | 1987          
|Arthur L. Money      |  | II    |  | 61  |  | Former Assistant Secretary of Defense for Command, Control, Communications and Intelligence and Chief Information Officer of the Department of Defense |  | 2001          
|Charles A. Steinberg |  | I     |  | 67  |  | Former President, Broadcast and Professional Company of Sony Electronics Inc.                                                                          |  | 2002          

Except
as indicated below, each director has been engaged in the principal occupation set forth above during the past five years. There are no family relationships among SGI's directors
or executive officers.

Mr. Bishop
was appointed the Chairman of the Board and Chief Executive Officer of SGI in the fall of 1999. From 1996 to 1999, he was the non-executive Chairman of the
Board of Silicon Graphics World Trade Corporation, and from 1986 to 1995 he was the President of Silicon Graphics World Trade Corporation.

Mr. Kramlich
is also a director of Chalone Inc., Com21, Inc., Juniper Networks, Inc., Lumisys, Inc. and NetSolve, Inc.

Mr. McDivitt
was Senior Vice President, Government Operations and International, of Rockwell International Corporation until his retirement in April 1995.

Mr. Money
served as the Assistant Secretary of Defense for Command, Control, Communication and Intelligence (C3I) from October 1999 to April 2001. Prior to his
Senate confirmation in that role, he was the Senior Civilian Official, Office of the ASD (C3I) from February 1998. Mr. Money also served as the Chief Information Officer for the
Department of Defense from 1998 to 2001. From 1996 to 1998, he served as Assistant Secretary of the Air Force for Research, Development and Acquisition, and as CIO for the Air Force. Prior to his
government service, Mr. Money held senior management positions with ESL Inc., a subsidiary of TRW, and the TRW Avionics and Surveillance Group.

Mr. Steinberg
served as President of the Broadcast and Professional Company of Sony Electronics Inc. from March 1988 to June 1999. During that time period, he
also served as Chairman and CEO of two Sony subsidiaries, Sony Trans Com Inc. and Sony Cinema Products Corporation. He currently is an executive advisor to Sony's Strategic Venture Investments
Group and a consultant and advisory board member to other electronics companies and a venture capital company.

3

---

Executive Officers

The information concerning executive officers and family relationships required by this Item is incorporated by reference to the section in Part I of our
Annual Report on Form 10-K for the fiscal year ended June 30, 2001 entitled "Executive Officers of the Registrant."

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires SGI's officers and directors, and persons who own more than ten percent of a registered class of SGI's equity
securities, to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC and the New York Stock Exchange, and to give SGI copies of these filings. Based on the
written representations of its directors and officers and a review of the copies of such forms furnished to SGI during the fiscal year ended June 30, 2001, SGI believes that its officers,
directors and ten percent stockholders complied with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and equity compensation for the three fiscal years ended June 30, 2001 for Robert R. Bishop, Chief Executive
Officer, each of the four other most highly compensated executive officers of SGI (determined at the end of fiscal 2001) and one additional executive officer who was not serving as an executive
officer on June 30, 2001.

|                                                                                                     |  |                |  | Annual Compensation
Paid or Accrued (1) |                         | Long Term
Compensation Awards
|---------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------------------------------- | ----------------------- | -----------------------------
|
|Robert R. Bishop(4)
Chairman and Chief Executive
Officer                                             |  | 2001
2000
1999 |  | $                                       | 800,000
692,308
251,212 |                              
|Harold L. Covert
President & Chief Financial
Officer (resigned July 2001)                            |  | 2001
2000
1999 |  | $                                       | 391,531

             |                              
|Warren Pratt
Chief Operating Officer                                                                 |  | 2001
2000
1999 |  | $                                       | 458,615
361,738         |                              
|Eng Lim Goh, Ph. D.(6)
Senior Vice President and
Chief Technology Officer                            |  | 2001
2000
1999 |  | $                                       | 349,951
235,204
228,030 |                              
|Jeffrey V. Zellmer
Vice President and Controller                                                     |  | 2001
2000
1999 |  | $                                       | 242,380
188,672
167,846 |                              
|Kenneth L. Coleman
Executive Vice President,
Global Sales, Service & Marketing
(resigned April 2001) |  | 2001
2000
1999 |  | $                                       | 481,915
449,423
400,000 |                              

---

4

---

Option Grants in Fiscal 2001

The following table provides details regarding all stock options granted to the named executive officers in fiscal 2001.

|                    |  | Individual Grants(1) |  |     |   |       |  |         |  |  
|------------------- |  | -------------------- |  | --- | - | ----- |  | ------- |  | -
|
|
|
|
|Robert R. Bishop(3) |  | 250,000              |  | 1.3 | % | 3.50  |  | 7/11/10 |  | $
|                    |  | 1,750,000            |  | 9.4 | % | 5.99  |  | 8/23/10 |  |  
|Harold L. Covert    |  | 550,000              |  | 2.9 | % | 4.375 |  | 7/27/10 |  |  
|Warren Pratt        |  | 100,000              |  | *   |   | 3.50  |  | 7/11/10 |  |  
|Eng Lim Goh, Ph. D. |  | 100,000              |  | *   |   | 3.50  |  | 7/11/10 |  |  
|Jeffrey V. Zellmer  |  | 70,000               |  | *   |   | 3.50  |  | 7/11/10 |  |  
|Kenneth L. Coleman  |  | 500,000              |  | 2.7 | % | 3.50  |  | 7/11/10 |  |  

---

5

---

Option Exercises in Fiscal 2001 and Fiscal Year-End Option Values

|                    |  |        |  |   |           | Number of Unexercised Options at June 30, 2001 |         | Value of Unexercised
In-the-Money Options
at Fiscal-Year-End
|------------------- |  | ------ |  | - | --------- | ---------------------------------------------- | ------- | ------------------------------------------------------------
|
|
|Robert R. Bishop    |  | 0      |  | $ | 0.00      |                                                | 796,100 |                                                             
|Harold L. Covert    |  | 0      |  |   | 0.00      |                                                | 121,000 |                                                             
|Warren Pratt        |  | 0      |  |   | 0.00      |                                                | 367,014 |                                                             
|Eng Lim Goh, Ph. D. |  | 440    |  |   | 1,103.08  |                                                | 96,910  |                                                             
|Jeffrey V. Zellmer  |  | 0      |  |   | 0.00      |                                                | 46,898  |                                                             
|Kenneth L. Coleman  |  | 35,000 |  |   | 87,745.00 |                                                | 764,201 |                                                             

---

Director Compensation

Employee directors are not compensated for their service on the Board of Directors.

Each
non-employee director receives a fee of $6,000 per quarter and $2,000 for each Board and Committee meeting attended. These fees reflect an increase effective
October 2000 of $1,000 in the quarterly retainer and meeting fees based on market data. The chair of each committee receives an additional $1,000 for each Committee meeting attended.

Each
non-employee director is granted an option to purchase 50,000 shares of Common Stock at fair market value on the date on which he or she first becomes a director.
Mr. Money was granted such an option in October 2001 at an exercise price of $.54. Mr. Steinberg will receive such an option at the fair market value of the Common Stock on the
date of his appointment to the Board. Each incumbent director also receives an annual option grant to purchase an additional 20,000 shares of Common Stock at fair market value. These options were
granted in October 2000 to Messrs. McDivitt, Kramlich and
Lutz at an exercise price of $4.25 per share and in October 2001 to Messrs. McDivitt and Kramlich at a price of $.74 per share. All options granted to the directors' become exercisable
in installments on the first two anniversary dates following the date of grant, so long as the optionee remains a director.

Under
the Silicon Graphics, Inc. Non-Qualified Deferred Compensation Plan, non-employee directors may elect in advance to defer all or a portion of their
cash compensation. Directors that participate in the deferral plan may direct the investment of the assets in their deferral accounts among a variety of mutual funds or may make an irrevocable
election to credit the deferred fees to a stock credit account based on the value of SGI Common Stock. Directors may elect to receive payment of their deferred compensation in a lump sum or in annual
installments over a period not to exceed ten years, except in the case of amounts in the stock credit account, which are distributed in a lump sum based on the value of SGI Common Stock at the time
the director's service terminates.

The
Company also provides a $1,000 per diem reimbursement program for non-employee directors who perform services for the Company outside the scope of normal board duties at
the specific request of the Chief Executive Officer. Mr. Money also receives compensation under a consulting contract with Silicon Graphics Federal, Inc. at an hourly rate of $400 per
hour.

6

---

Compensation Committee Interlocks and Insider Participation

The members of the Compensation and Human Resources Committee during fiscal 2001 were Mr. Kramlich, Mr. McDivitt and Mr. Shapiro, until
Mr. Shapiro's resignation in October 2000. No interlocking relationship exists between our Board of Directors or Compensation and Human Resources Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking relationship existed in the past.

REPORT OF THE COMPENSATION  AND HUMAN RESOURCES COMMITTEE  OF THE BOARD OF DIRECTORS

The
Compensation and Human Resources Committee of the Board of Directors recommends, subject to the Board's approval, executive compensation and stock option grants for the Chief
Executive Officer. The Committee administers SGI's stock incentive plans and approves stock option grants for all other employees. The Committee is currently composed of three independent,
non-employee directors who have no interlocking relationships as defined by the SEC.

Compensation Philosophy

SGI operates in the highly competitive and rapidly changing high technology industry. The Committee seeks to establish compensation policies that allow SGI
flexibility to respond to changes in its business environment. The goals of SGI's compensation program are to align compensation with SGI's overall business objectives and performance, to foster
teamwork and to enable SGI to attract, retain and reward employees who contribute to its long-term success.

Executive Compensation Components

Compensation for SGI's executive officers generally consists of base salary and annual incentive plans, combined with stock option awards. The Committee assesses
the past performance and anticipated future contribution of each executive officer in establishing the total amount and mix of each element of compensation.

Salary.The salaries of the executive officers, including the Chief Executive Officer, are determined annually by the
Committee with reference to several surveys of salaries paid to executives with similar responsibilities at comparable companies, primarily in the high technology industry. The peer group for each
executive officer is composed of executives whose responsibilities are similar in scope and content. SGI seeks to set executive compensation levels that are competitive with the average levels of peer
group compensation. SGI deferred its annual salary review for executive officers for fiscal 2001, although adjustments were made to reflect promotions and additional management responsibilities.

Annual Incentive.The Committee annually reviews and approves an executive incentive plan. A target, expressed as a
percentage of salary, is established for each executive, based on the scope of his or her responsibility. The actual payment amount is computed as a percentage of that target, based on SGI's
performance in achieving specified objectives. For fiscal 2001, these objectives included the achievement by SGI of certain revenue growth and operating profit goals. For fiscal year 2001, no
executive officer received a bonus under this plan, with the exception of Mr. Covert whose Q1 bonus was guaranteed in connection with his employment in July 2000 and Dr. Goh who
received a bonus as compensation when relocating to the United States.

Stock Options and Restricted Stock Awards.Stock options and restricted stock awards are designed to align the interests of
executives with the long-term interests of the stockholders. The Committee approves option grants subject to vesting periods to retain executives and encourage sustained

7

---

contributions. The exercise price of most options is the market price on the date of grant. Restricted stock awards are also subject to vesting, based generally on the passage of time and in some
instances subject to accelerated vesting if certain stock price appreciation targets are attained.

Compensation of the Chief Executive Officer

Robert R. Bishop joined the company in the fall of 1999 as Chairman and Chief Executive Officer at an initial annual base salary of $800,000 and his salary
has remained unchanged. Mr. Bishop did not receive a bonus for fiscal year 2001. Mr. Bishop participates in the fiscal 2002 executive incentive program with a target of 185% of base
salary if SGI achieves its specified financial objectives.

In
connection with Mr. Bishop's appointment, Mr. Bishop received 1,750,000 options in fiscal year 2001 with an exercise price of $5.99 with monthly vesting through
October 2003.In July of 2000, Mr. Bishop was granted an option to purchase 250,000 shares of SGI Common Stock at the market price on that
date, vesting over a 25 month period.

Section 162(m)

SGI is subject to Section 162(m) of the U.S. Internal Revenue Code, adopted in 1993, which limits the deductibility of certain compensation payments to its
executive officers. SGI does not have a policy requiring the Committee to qualify all compensation for deductibility under this provision. The Committee's current view is that any
non-deductible amounts will be immaterial to SGI's financial or tax position, and that SGI derives substantial benefits from the flexibility provided by the current system, in which the
selection and quantification of performance targets are modified from year to year to reflect changing conditions. However, the Committee considers the net cost to SGI in making all compensation
decisions and will continue to evaluate the impact of this provision on its compensation programs. SGI believes that compensation expense incurred in connection with the exercise of stock options
granted under its 1993 Long-Term Incentive Stock Plan, including the grant to Mr. Bishop described above, will continue to be deductible as performance-based compensation.



8

---

Company Stock Price Performance Graph

Comparison of Five Year Cumulative Total Return

In accordance with SEC rules, the Company is required to present a table showing a line-graph presentation comparing cumulative five-year
returns on an indexed basis with a broad equity market index and either a nationally recognized industry standard or an index of peer companies selected by the Company. The Company has selected the
S&P 500 Index for the broad equity index and the S&P Computer Hardware Index as an industry standard for the five fiscal year period commencing June 30, 1996 and ending June 30, 2001and
including an additional six month period ending December 31, 2001. In past years, the Company has used The Hambrecht & Quist ("H&Q") Technology Index as the industry standard but
believes the S&P Computer Hardware Index will give a better stock comparison. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

LOGO

---

9

---

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

As of January 14, 2002, the following persons were known by us to be the beneficial owners of more than 5% of any class of our voting securities:

|                                                                                                          |  | Class of
Securities                        |  | Number of Shares
Beneficially Owned |  | Percent of
Class |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ |  | ----------------------------------- |  | ---------------- | -
|Joseph L. Harrosh (1)
40900 Grimmer Boulevard
Fremont, CA 94538                                           |  | Common Stock                               |  | 13,601,325                          |  | 7.00             | %
|Highfields Capital Management(2)
200 Clarendon Street, 51st Floor
Boston, MA 02117                        |  | Common Stock                               |  | 14,021,600                          |  | 7.22             | %
|Mellon Financial Corporation(3)
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001         |  | Common Stock                               |  | 9,847,143                           |  | 5.07             | %
|Montreal Trust Company of Canada, as Trustee(4)
151 Front Street West, Suite 605
Toronto, Ontario M5J 2N1 |  | Series E Preferred Stock, $0.001 par value |  | 1                                   |  | 100.0            | %

---

Security Ownership of Management

The following table sets forth the beneficial ownership of SGI Common Stock as of January 14, 2002, by each director or nominee director, by each of the
current and former executive officers named

10

---

in the table under "Executive Officer Compensation" above, and by all such persons and all current executive officers as a group:

Name

Number of Shares
Beneficially
Owned(1)

Percent of
Common
StockRobert R. Bishop

4,919,922

2.49
%C. Richard Kramlich

70,080

*James A. McDivitt

201,704

*Arthur L. Money

0

*Charles A. Steinberg

0

*Harold L. Covert

0

*Warren Pratt

506,907

*Eng Lim Goh, Ph.D.(2)

207,301

*Jeffrey V. Zellmer

150,293

*Kenneth L. Coleman

1,053,837

*All executive officers and directors as a group15 persons)

8,165,837

4.09
%


---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal year 2001 NKK U.S.A. Corporation, a wholly-owned subsidiary of NKK Corporation, converted into common stock and then sold all of SGI's outstanding
Series A Preferred Stock, which it purchased in 1990.

Arrangements with Executive Officers

Employment Continuation Agreements.SGI has entered into employment continuation agreements with its executive officers with
the goal of encouraging the continued employment of key executives in the event of a potential change in control of SGI. Under the agreements, each executive officer (1) is entitled to a
termination payment equal to two years of his or her compensation if employment with SGI is terminated within 24 months after such a change in control, and (2) is granted full vesting of
options and restricted stock effective after such a change in control.

Other Arrangements..In July 2000, the Company entered into an employment agreement with Harold Covert, who joined SGI
as Executive Vice President, Chief Administration Officer and Chief Financial Officer. Under the agreement, Mr. Covert received a signing bonus of $50,000 subject to the completion of a full
year of service, and a guaranteed payment of 25% of his target annual incentive bonus. The Company also loaned Mr. Covert $2,000,000 at no interest to be forgiven over two years subject to his
continued employment with the Company. In connection with his relocation, the Company purchased Mr. Covert's former residence for $400,000 and later sold the residence for about

11

---

$360,000. In April 2001, Mr. Covert was promoted to President, and his employment agreement was amended to accelerate the forgiveness of his loan. In July 2001, Mr. Covert
resigned his employment and repaid the outstanding loan balance of $625,000 to the Company.

In
April 2001, Mr. Pratt was made Chief Operating Officer. Under his amended employment agreement, the Company loaned Mr. Pratt $2,000,000 in May 2001 and
agreed to lend an additional $1,000,000 in each of the three following years subject to his continued employment with the Company. The loans are interest free and will be settled at May 2005,
or earlier in the event of a change in control or the termination of Mr. Pratt's employment without cause or for good reason. At the settlement date, Mr. Pratt will pay an amount equal
to the value of his vested stock options and restricted stock held or sold from May 2000 through the settlement date, up to the outstanding principal amount.

In
September 2000, the Company also made Mr. Pratt two five-year relocation loans secured by his California residence. Mr. Pratt received a $250,000 loan
at an annual interest rate of 6.75% to be repaid in September 2005 or on the earlier sale of the residence or termination of his employment and a $500,000 loan at no interest to be forgiven in
monthly installments over five years subject to continued employment with the Company. Mr. Pratt's aggregate indebtedness to the Company at June 30, 2001 was $2,762,656. During fiscal
2001, Mr. Pratt also received tax equalization payments in the amount of $174,810, in connection with his service in fiscal 1999 and 2000 as President of the Company's Alias--Wavefront
subsidiary in Toronto, Ontario.

In
April 2001, Mr. Coleman, Executive Vice President, entered into Separation and Consulting Agreements with the Company in connection with his retirement as an executive
of the Company although he continued to serve as an employee through August 2001. Under the agreements, Mr. Coleman received an initial payment of $94,204 and will receive a monthly
consulting fee of $40,600 through August 2002. His outstanding stock options and restricted stock will continue to vest according to their terms through the consulting period. The Company also
forgave a loan in the amount of $200,386 including interest from October 2000 to April 2001 at a rate of 6.75%, to facilitate the exercise of Company stock options that expired during
the Company's stock trading restriction periods.

12

---



SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amended report on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

| |  | SILICON GRAPHICS, INC.
| |  | ----------------------
| |  | By:                   

March 13,
2002

13

---

QuickLinks