As filed with the Securities and Exchange Commission on February 27, 2003
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
New Orchard Road
Armonk, New York 10504
(Address of Principal Executive Offices)
____________________
Rational Software Corporation 1994 Stock Option Plan, as amended
Rational Software Corporation 1997 Stock Plan, as amended
Rational Software Corporation 1997 Supplemental Stock Plan, as amended
Rational Software Corporation 1998 Indian Stock Option Plan
Rational Software Corporation 2000 Director Option Plan
Rational Software Corporation Stock Option Plan for Directors
Catapulse, Inc. 1999 Stock Plan
ObjecTime Limited U.S. Stock Option Plan (1997)
ObjecTime Limited Canadian Stock Option Plan (1997)
ObjecTime Limited 1998 U.S. Stock Option Plan
ObjecTime Limited 1998 Canadian Stock Option Plan
Atria Software, Inc. 1994 Stock Option Plan
Pure Software, Inc. 1992 Stock Option/Stock Issuance Plan
Pure Software, Inc. 1995 Stock Option Plan
Performance Awareness Corporation 1997 Stock Plan
Integrity QA Software, Inc. 1995 Stock Option Plan
Requisite, Inc. Stock Option Plan
Software Quality Automation, Inc. 1990 Incentive Stock Option
and Nonqualified Stock Option Plan
SQA, Inc. 1995 Stock Plan
Verdix Corporation 1983 Incentive Stock Option Plan
Vigor Technology, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
____________________
Andrew Bonzani, Esq.
Assistant Secretary and Associate General Counsel
International Business Machines Corporation
Armonk, New York 10504
(914) 499-1900
(Name, address and telephone number, including area code, of agent for service)
________________
Copies to:
Scott A. Barshay, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration fee
to be registered registered share price
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.20 per 3,209,379 [1] $83.20 [2] $267,020,332.80 [2] $21,601.94 [3]
share
---------------------------------------------------------------------------------------------------------------------
[1] Based on the number of shares subject to outstanding options under the
stock option plans listed above as of February 21, 2003, divided by a
conversion factor to reflect the number of shares of IBM Common Stock for
which such options are exercisable pursuant to the Agreement and Plan of
Merger dated as of December 6, 2002, among IBM, Barron Acquisition Corp.
and Rational Software Corporation (the "Merger Agreement").
[2] Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis
of the weighted average exercise price of the outstanding options under
the stock option plans listed above as of February 21, 2003, multiplied
by a conversion factor to reflect the price at which such options could
be exercised to purchase IBM Common Stock pursuant to the Merger
Agreement.
[3] The filing fee of $21,601.49 is offset against the filing fee previously
paid in connection with the Registration Statement on Form S-3
(Registration No. 333-086615) of IBM Credit Corporation, a wholly owned
subsidiary of IBM, filed with the Securities and Exchange Commission on
September 7, 1999 in accordance with Rule 457(p) under the Securities Act
of 1933.
================================================================================
Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of IBM Common Stock may be issued or issuable as a result of
a stock split or other distribution declared at any time by the Board of
Directors while this registration statement is in effect, this registration
statement is hereby deemed to cover all of such additional common stock.
INTRODUCTORY STATEMENT
On December 6, 2002, International Business Machines Corporation ("IBM"),
Barron Acquisition Corp. ("Barron") and Rational Software Corporation
("Rational") entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement and subject to
certain limited exceptions, each outstanding share of Rational common stock
was converted into the right to receive $10.50 in cash, without interest. The
Merger Agreement also provides that Barron will merge with and into Rational.
The Merger Agreement provides that at the effective time of the merger,
the terms of each outstanding option to acquire shares of Rational common
stock with an exercise price of less than $15.75 per share granted under the
Rational Software Corporation 1994 Stock Option Plan, as amended, the Rational
Software Corporation 1997 Stock Plan, as amended, the Rational Software
Corporation 1997 Supplemental Stock Plan, as amended, the Rational Software
Corporation 1998 Indian Stock Option Plan, the Rational Software Corporation
2000 Director Option Plan, the Rational Software Corporation Stock Option Plan
for Directors, the Catapulse, Inc. 1999 Stock Plan, the ObjecTime Limited U.S.
Stock Option Plan (1997), the ObjecTime Limited Canadian Stock Option Plan
(1997), the ObjecTime Limited 1998 U.S. Stock Option Plan, the ObjecTime
Limited 1998 Canadian Stock Option Plan, the Atria Software, Inc. 1994 Stock
Option Plan, the Pure Software, Inc. 1992 Stock Option/Stock Issuance Plan,
the Pure Software, Inc. 1995 Stock Option Plan, the Performance Awareness
Corporation 1997 Stock Plan, the Integrity QA Software, Inc. 1995 Stock Option
Plan, the Requisite, Inc. Stock Option Plan, the Software Quality Automation,
Inc. 1990 Incentive Stock Option and Nonqualified Stock Option Plan, the SQA,
Inc. 1995 Stock Plan, the Verdix Corporation 1983 Incentive Stock Option Plan
and the Vigor Technology, Inc. 1996 Stock Option Plan, will be amended, and
each such option will be converted into an option to acquire, on the same
terms and conditions, a number of shares of IBM common stock in an amount and
at an exercise price based on the formulas set forth in the Merger Agreement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference herein and shall be deemed a part
hereof:
(a) The Annual Report of IBM on Form 10-K for the fiscal year ended
December 31, 2001, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by IBM pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2001.
(c) The description of IBM's common stock, contained in IBM's
registration statements filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating any such
description.
All documents filed by IBM pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the IBM common stock, par value $.20 per share, offered
hereby has been passed upon by Andrew Bonzani, Assistant Secretary and
Associate General Counsel of IBM. As of February 27, 2003, Mr. Bonzani
beneficially owns shares of IBM common stock, par value $.20 per share, and
options to purchase shares of IBM common stock, par value $.20 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of IBM (Article VI, Section 6) provide the following:
"The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any person made, or
threatened to be made, a party to an action or proceeding whether civil
or criminal (including an action or proceeding by or in the right of the
Corporation or any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan
or other enterprise, for which any director or officer of the Corporation
served in any capacity at the request of the Corporation), by reason of
the fact that such person or such person's testator or intestate was a
director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such action or proceeding, or any
appeal therein. Such indemnification shall be a contract right and shall
include the right to be paid advances of any expenses incurred by such
person in connection with such action, suit or proceeding, consistent
with the provisions of applicable law in effect at any time.
Indemnification shall be deemed to be `permitted' within the meaning of
the first sentence hereof if it is not expressly prohibited by applicable
law as in effect at the time."
The Certificate of Incorporation of IBM (Article Eleven) provides the
following:
"Pursuant to Section 402(b) of the Business Corporation Law of the
State of New York, the liability of the Corporation's directors to the
Corporation or its stockholders for damages for breach of duty as a
director shall be eliminated to the fullest extent permitted by the
Business Corporation Law of the State of New York, as it exists on the
date hereof or as it may hereafter be amended. No amendment to or repeal
of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal."
With certain limitations, Sections 721 through 726 of the New York
Business Corporation Law permit a corporation to indemnify a director or
officer made a party to an action (i) by a corporation or in its right in
order to procure a judgment in its favor unless he shall have breached his
duties, or (ii) other than an action by or in the right of the corporation in
order to procure a judgment in its favor, if such director or officer acted in
good faith and in a manner he reasonably believed to be in or, in certain
cases not opposed to such corporation's interest and additionally, in criminal
actions, had no reasonable cause to believe his conduct was unlawful.
In addition, IBM maintains directors' and officers' liability insurance
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
5.1 Opinion of Andrew Bonzani, Esq., Assistant Secretary and
Associate General Counsel, regarding the legality of the
securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrew Bonzani, Esq., Assistant Secretary and
Associate General Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney
24.2 Certified Resolutions of the IBM Board of Directors
authorizing execution of this registration
statement by 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 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.
(2) That, for the purpose of determining any liability under the
Securities 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 securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 Town of North Castle, State of New York, on
the 27th day of February, 2003.
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
By: /s/ Andrew Bonzani
------------------------------
Name: Andrew Bonzani, Esq.
Title: Assistant Secretary and
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 27th day of February, 2003.
Signature Title
* President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Samuel J. Palmisano
* Senior Vice President and Chief Financial
------------------------------------ Officer (Principal Financial Officer)
John R. Joyce
* Vice President and Controller (Controller)
------------------------------------
Robert F. Woods
* Director
------------------------------------
Cathleen Black
* Director
------------------------------------
Juergen Dormann
* Director
------------------------------------
Nannerl O. Keohane
* Director
------------------------------------
Charles F. Knight
* Director
------------------------------------
Minoru Makihara
* Director
------------------------------------
Lucio A. Noto
* Director
------------------------------------
John B. Slaughter
* Director
-----------------------------------
Sidney Taurel
* Director
-----------------------------------
Alex Trotman
* Director
-----------------------------------
Charles M. Vest
* The undersigned, by signing his name hereto, does hereby execute this
Registration Statement pursuant to powers of attorney filed as Exhibit 24.1 to
this Registration Statement.
By: /s/ Andrew Bonzani
-------------------------------
Andrew Bonzani, Esq.
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO.
5.1 Opinion of Andrew Bonzani, Esq., Assistant Secretary and
Associate General Counsel, regarding the legality of the
securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrew Bonzani, Esq., Assistant Secretary and
Associate General Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney
24.2 Certified Resolutions of the IBM Board of Directors
authorizing execution of this registration
statement by Power of Attorney.
EXHIBIT 5.1
February 27, 2003
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
I am Assistant Secretary and Associate General Counsel of International
Business Machines Corporation (herein called the "Corporation") and an
attorney duly admitted to practice in the State of New York. I am familiar
with the Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Securities Act") regarding the shares
of common stock, par value $.20 per share, of the Corporation (the "Shares")
to be issued pursuant to the Rational Software Corporation 1994 Stock Option
Plan, as amended, the Rational Software Corporation 1997 Stock Plan, as
amended, the Rational Software Corporation 1997 Supplemental Stock Plan, as
amended, the Rational Software Corporation 1998 Indian Stock Option Plan, the
Rational Software Corporation 2000 Director Option Plan, the Rational Software
Corporation Stock Option Plan for Directors, the Catapulse, Inc. 1999 Stock
Plan, the ObjecTime Limited U.S. Stock Option Plan (1997), the ObjecTime
Limited Canadian Stock Option Plan (1997), the ObjecTime Limited 1998 U.S.
Stock Option Plan, the ObjecTime Limited 1998 Canadian Stock Option Plan, the
Atria Software, Inc. 1994 Stock Option Plan, the Pure Software, Inc. 1992
Stock Option/Stock Issuance Plan, the Pure Software, Inc. 1995 Stock Option
Plan, the Performance Awareness Corporation 1997 Stock Plan, the Integrity QA
Software, Inc. 1995 Stock Option Plan, the Requisite, Inc. Stock Option Plan,
the Software Quality Automation, Inc. 1990 Incentive Stock Option and
Nonqualified Stock Option Plan, the SQA, Inc. 1995 Stock Plan, the Verdix
Corporation 1983 Incentive Stock Option Plan and the Vigor Technology, Inc.
1996 Stock Option Plan (collectively, the "Plans").
I have reviewed such documents and records as I have deemed necessary or
appropriate to enable me to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, I am of the opinion that, when issued or sold in
accordance with the terms of the Plans, the Shares will be duly authorized,
legally issued, fully paid and nonassessable. The Plans do not require IBM
shareholder approval because directors and officers (as defined in Section 16
of the Securities Exchange Act of 1934, as amended) will not be receiving
awards under the Plans.
I hereby consent to the use of my name in the Registration Statement as
counsel who has passed upon the legality of the Shares, and to the use of this
opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Andrew Bonzani
----------------------------------
Andrew Bonzani, Esq.
Assistant Secretary and Associate General
Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 2002, except for Note w,
as to which the date is June 3, 2002, relating to the financial statements,
which appears in the Current Report on Form 8-K dated November 4, 2002. We
also consent to the incorporation by reference of our report dated January 17,
2002 relating to the financial statement schedule, which appears in
International Business Machines Corporation's Annual Report on Form 10-K for
the year ended December 31, 2001.
We also consent to the incorporation by reference in this Registration
Statement of our report dated June 28, 2002 relating to the financial
statements, which appears in the Annual Report of the IBM Tax Deferred Savings
401(k) Plan on Form 11-K for the year ended December 31, 2001.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
New York, New York
February 25, 2003
EXHIBIT 24.1
POWER OF ATTORNEY OF SAMUEL J. PALMISANO
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
President and Chief Executive Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-3, S-4,
S-8, and/or other appropriate Form, for shares of capital stock of the
Corporation or other interests, whether issuable in connection with the
acquisition of certain assets and businesses of Rational Software Corporation,
upon the exercise or surrender of any options assumed or exchanged by the
Corporation that were issued by Rational Software Corporation, or upon the
grant of options, restricted stock or other equity awards in connection with
such acquisition, hereby constitute and appoint Louis V. Gerstner, Jr., Edward
M. Lineen, John R. Joyce, Robert F. Woods, Jesse J. Greene, Jr., Daniel E.
O'Donnell and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 23 day of September 2002.
/s/ Samuel J. Palmisano
---------------------------------------
Samuel J. Palmisano
President and Chief Executive Officer
POWER OF ATTORNEY OF JOHN R. JOYCE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior
Vice President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-3, S-4,
S-8, and/or other appropriate Form, for shares of capital stock of the
Corporation or other interests, whether issuable in connection with the
acquisition of certain assets and businesses of Rational Software Corporation,
upon the exercise or surrender of any options assumed or exchanged by the
Corporation that were issued by Rational Software Corporation, or upon the
grant of options, restricted stock or other equity awards in connection with
such acquisition, hereby constitute and appoint Louis V. Gerstner, Jr., Samuel
J. Palmisano, Edward M. Lineen, Robert F. Woods, Jesse J. Greene, Jr., Daniel
E. O'Donnell and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 23 day of September 2002.
/s/ John R. Joyce
-------------------------------------------------
John R. Joyce
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY OF ROBERT F. WOODS
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice
President and Controller of International Business Machines Corporation, a New
York corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC") under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-3, S-4, S-8, and/or other
appropriate Form, for shares of capital stock of the Corporation or other
interests, whether issuable in connection with the acquisition of certain
assets and businesses of Rational Software Corporation, upon the exercise or
surrender of any options assumed or exchanged by the Corporation that were
issued by Rational Software Corporation, or upon the grant of options,
restricted stock or other equity awards in connection with such acquisition,
hereby constitute and appoint Louis V. Gerstner, Jr., Samuel J. Palmisano,
Edward M. Lineen, John R. Joyce, Jesse J. Greene, Jr., Daniel E. O'Donnell and
Andrew Bonzani, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others, for me
and in my name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and with any and all other documents in connection therewith, with
the SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 23 day of September 2002.
/s/ Robert F. Woods
------------------------------
Robert F. Woods
Vice President and Controller
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the "
Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-3, S-4, S-8, and/or other appropriate Form,
for shares of capital stock of the Corporation or other interests, whether
issuable in connection with the acquisition of certain assets and businesses
of Rational Software Corporation, upon the exercise or surrender of any
options assumed or exchanged by the Corporation that were issued by Rational
Software Corporation, or upon the grant of options, restricted stock or other
equity awards in connection with such acquisition, hereby constitute and
appoint Louis V. Gerstner, Jr., Samuel J. Palmisano, Edward M. Lineen, John R.
Joyce, Robert F. Woods, Jesse J. Greene, Jr., Daniel E. O'Donnell and Andrew
Bonzani, and each of them, my true and lawful attorneys-in-fact and agents,
with full power to act, together or each without the others, for me and in my
name, place and stead, in any and all capacities, to sign, or cause to be
signed electronically any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and with any and all other documents in connection therewith, with
the SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 23 day of September 2002.
/s/ Cathleen Black
---------------------------
Cathleen Black
Director
/s/ Juergen Dormann
---------------------------
Juergen Dormann
Director
/s/ Nannerl O. Keohane
---------------------------
Nannerl O. Keohane
Director
/s/ Charles F. Knight
---------------------------
Charles F. Knight
Director
/s/Minoru Makihara
---------------------------
Minoru Makihara
Director
/s/ Lucio A. Noto
---------------------------
Lucio A. Noto
Director
/s/ John B. Slaughter
---------------------------
John B. Slaughter
Director
/s/ Sidney Taurel
---------------------------
Sidney Taurel
Director
/s/ Alex Trotman
---------------------------
Alex Trotman
Director
/s/ Charles M. Vest
---------------------------
Charles M. Vest
Director
EXHIBIT 24.2
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATE OF THE ASSISTANT SECRETARY
I, Andrew Bonzani, the undersigned Assistant Secretary of
International Business Machines Corporation, a New York Corporation, do hereby
certify as follows:
Attached hereto as Exhibit A is a true copy of the resolutions
adopted by the Board of Directors of International Business Machines
Corporation, authorizing the officers of the Corporation to execute the
Registration Statement, to which this certificate is attached as an exhibit,
by power of attorney.
IN WITNESS WHEREOF, I have executed this certificate as of this 27th
day of February, 2003.
By: /s/ Andrew Bonzani
-----------------------------------
Andrew Bonzani, Esq.
Assistant Secretary and
Associate General Counsel
Exhibit A to Exhibit 24.2
RESOLUTIONS REGARDING
RATIONAL SOFTWARE CORPORATION
RESOLVED that the acquisition of certain assets and businesses of
Rational Software Corporation, on substantially the terms and conditions
presented to the Board, is hereby approved, and that the Chairman of the
Board, the President and Chief Executive Officer, any Senior Vice President,
the Vice President, Corporate Development, and any other Vice President (each,
a "proper executive"), be, and each of them individually hereby is, authorized
and empowered to approve, execute and deliver in the name and on behalf of the
Company any agreements, instruments, plans and other documents (and any
amendments thereto) necessary or appropriate in connection with the
acquisition, or any of the other matters or transactions related thereto,
including without limitation the preparation, execution and filing of any
merger or acquisition agreements, plans or certificates, the preparation of
any company-specific incentive plans, the assumption of any stock, option,
stock purchase or other plans or the delivery or issuance of shares of capital
stock of the Company in substitution, exchange or payment therefor; and
RESOLVED that the Board of Directors of the Company hereby
authorizes the issuance of authorized but unissued shares or the delivery of
treasury shares of Capital Stock, $.20 par value, of the Company (the "Shares"
), in connection with the payment of the purchase price for the acquisition,
the creation of any equity incentive plan, the assumption of any stock, option
or other plans or the delivery or issuance of shares of capital stock of the
Company in substitution, exchange or payment therefor; and
RESOLVED that the proper executives of the Company be, and hereby
are, authorized and empowered to prepare for filing with the Securities and
Exchange Commission (the "SEC") under the provisions of the Securities Act of
1933, as amended, one or more registration statements relating to the Shares,
and that each of Louis V. Gerstner, Jr., Samuel J. Palmisano, Edward M.
Lineen, John R. Joyce, Robert F. Woods, Jesse J. Greene, Jr., Daniel E.
O'Donnell and Andrew Bonzani, be, and each of them hereby is, vested with full
power to act, together or each without the others, in any and all capacities,
in the name and on behalf of the Company to sign or cause to be signed
electronically, such registration statements and any and all amendments to the
aforementioned registration statements, and to file said registration
statements and amendments thereto so signed with all exhibits thereto, and any
and all other documents in connection therewith, with the SEC, and all actions
in connection with the preparation, execution and filing of said registration
statements with the SEC on behalf of and as attorneys for the Company are
hereby ratified, approved and adopted in all respects; and
RESOLVED that the proper executives of the Company be, and they
hereby are, authorized in the name and on behalf of the Company, to take any
and all action which they may deem necessary or advisable in order to effect
the registration or qualification (or exemption therefrom) of the Shares for
issue, offer, sale or trade under the Blue Sky or securities laws of any of
the States of the United States of America as well as in any foreign
jurisdiction and political subdivisions thereof, and in connection therewith
to execute, acknowledge, verify, deliver, file or cause to be published any
applications, reports, consents to service of process and
other papers and instruments which may be required under such laws, and to
take any and all further action which they may deem necessary or advisable in
order to maintain any such registration, qualification or exemption for as
long as they deem necessary or as required by law, and that the execution by
such officers of any such paper or document, or the doing by them of any act
in connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the ratification by the Company of the
papers and documents so executed and the actions so taken; and
RESOLVED that the Company is hereby authorized to list the Shares on
any public exchanges, and that the proper executives of the Company are hereby
authorized on behalf of the Company to execute all listing applications, fee
agreements and other documents in connection with the foregoing; and
RESOLVED that the proper executives of the Company be, and they
hereby are, authorized to take all such further action and to execute all such
further instruments and documents in the name and on behalf of the Company and
under its corporate seal or otherwise, and to pay all fees, expenses and taxes
as in their judgment shall be necessary, proper or advisable in order fully to
carry out the intent and accomplish the purposes of the foregoing Resolutions;
and
RESOLVED that the proper executives of the Company shall have the
authority to further delegate, in whole or in part, the authority provided in
these resolutions to any other officer or employee of the Company or its
subsidiaries.