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To: Bucky Katt who wrote (8851)	7/29/2002 9:41:30 AM
From: George Burdell	Read Replies (1) \| Respond to of 48463

MIPS vs MIPSB from the secondary offering filing (http://www.sec.gov/Archives/edgar/data/1059786/0001047469-99-020767.txt): Silicon Graphics, Inc. is offering all of the shares of Class A common stock, and we will not receive any proceeds from the sale of the shares. Upon completion of this offering, Silicon Graphics will own 69% of our outstanding common stock (67% if the Underwriters' over-allotment option is exercised in full), consisting of all of the outstanding shares of our Class B common stock. Holders of the Class A common stock are entitled to elect 20% of our board of directors, while holders of the Class B common stock are entitled to elect our remaining directors. The rights of the holders of the Class A and Class B common stock are substantially identical in all other respects. ... (1) Silicon Graphics currently owns 31,750,000 shares of Class B common stock and no shares of Class A common stock. Under the terms of our certificate of incorporation, as amended as a result of the recapitalization, upon the transfer by Silicon Graphics of 6,000,000 shares of Class B common stock to our underwriters in connection with this offering, such shares of Class B common stock will be automatically converted into shares of Class A common stock on a one-for-one basis. Chart comparison: cchart.yimg.com