As filed with the Securities and Exchange Commission on November 6, 2002
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of 13-0871985
incorporation or organization) (I.R.S. employer
identification number)
ARMONK, NEW YORK 10504
(914) 499-1900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
ANDREW BONZANI
ASSISTANT SECRETARY AND ASSOCIATE GENERAL COUNSEL
INTERNATIONAL BUSINESS MACHINES CORPORATION
ARMONK, NEW YORK 10504
(914) 499-1900
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement. /_/
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. /_/
If any of the securities being registered on this Form are being
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. /x/
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. /_/
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. /_/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
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CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum
Securities to be Amount to be Aggregate Price Per Proposed Maximum cAmount of
Registered Registered Unit Aggregate Offering Pri Registration Fee
------------------------------------------------------------------------------------------------------------
Capital Stock 19,302,535 $77.71 (a) $1,500,000,000 (a) $138,000 (a)
($0.20 par value) shares
------------------------------------------------------------------------------------------------------------
(a) The shares of capital stock are to be offered at prices which are not
presently determinable. The offering price is estimated pursuant to Rule
457(c) solely for purposes of calculating the registration fee on the basis of
the average of the high and low prices of IBM capital stock reported on the
New York Stock Exchange Composite Tape on October 30, 2002.
Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of IBM capital 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 capital stock.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION
NOVEMBER 6, 2002
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
INTERNATIONAL BUSINESS MACHINES CORPORATION
New Orchard Road
Armonk, New York 10504
(914) 499-1900
19,302,535 Shares
CAPITAL STOCK
YOU SHOULD READ THIS PROSPECTUS CAREFULLY BEFORE YOU INVEST.
This Prospectus relates to the resale, from time to time, by the IBM
Personal Pension Plan Trust (the "Trust"), of up to 19,302,535 shares of
capital stock, $0.20 par value, of International Business Machines Corporation
proposed to be contributed from time to time by IBM to the Trust. IBM will
receive none of the proceeds from the sale of the shares by the Trust.
The shares may be sold from time to time through public or private
transactions on or off the United States exchanges on which the capital stock
is traded, and at prevailing market prices or other prices negotiated by the
managers, all as more fully described under the "Plan of Distribution".
The capital stock of IBM is listed on the New York Stock Exchange
and trades under the symbol IBM.
------------------------
These securities have not been approved by the Securities and
Exchange Commission or any state securities commission, nor have these
organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
------------------------
The date of this prospectus is November __, 2002.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on their public reference room. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:
i. Annual Report on Form 10-K for the year ended December 31,
2001;
ii. Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002, June 30, 2002, and September 30, 2002; and
iii. Current Reports on Form 8-K, filed on January 17, 2002, January
29, 2002, April 8, 2002, April 17, 2002, May 9, 2002, June 4,
2002, July 1, 2002, July 9, 2002, July 17, 2002, July 30, 2002,
August 13, 2002, August 28, 2002, September 9, 2002, October
16, 2002, October 29, 2002, and November 4, 2002.
We encourage you to read our periodic and current reports. Not only
do we think these items are interesting reading, we think these reports
provide additional information about our company which prudent investors find
important. You may request a copy of these filings at no cost, by writing to
or telephoning our transfer agent at the following address:
Equiserve Trust Company, N.A.
P.O. Box 43072
Providence, RI 02940
(781) 575-2727
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of the document.
DESCRIPTION OF THE COMPANY
We were originally incorporated in the State of New York on June 16,
1911, as the Computing-Tabulating-Recording Co. (C-T-R). C-T-R was a
consolidation of the Computing Scale Co. of America, the Tabulating Machine
Co., and The International Time Recording Co. of
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New York. In 1924, C-T-R adopted the name International Business Machines
Corporation, also known more simply as IBM.
We use advanced information technology to provide customer
solutions. We operate primarily in a single industry using several segments
that create value by offering a variety of solutions that include, either
singularly or in some combination, technologies, systems, products, services,
software and financing.
Organizationally, our major operations comprise a Global Services
segment; three hardware product segments--Enterprise Systems, Personal and
Printing Systems and Technology; a Software segment; a Global Financing
segment and an Enterprise Investment segment. The segments are determined
based on several factors, including customer base, homogeneity of products,
technology and delivery channels.
We offer our products through our global sales and distribution
organization. The sales and distribution organization has both a geographic
focus (in the Americas, Europe/Middle East/Africa, and Asia Pacific) and a
specialized and global industry focus. In addition, these organizations
include a global sales and distribution effort devoted exclusively to small
and medium businesses. We also offer our products through a variety of third
party distributors and resellers, as well as through our on-line channels.
USE OF PROCEEDS
The shares being offered are for the account of the Trust. IBM will not
receive any proceeds from the sale of the shares offered.
DESCRIPTION OF THE CAPITAL STOCK
As of the date of this prospectus, we are authorized to issue up to
4,687,500,000 shares of capital stock, $0.20 par value per share. As of
September 30, 2002, 1,918,678,874 shares of capital stock were issued and
1,690,087,776 were outstanding.
DIVIDENDS.
Holders of capital stock are entitled to receive dividends, in cash,
securities, or property, as may from time to time be declared by our Board of
Directors, subject to the rights of the holders of the preferred stock.
VOTING.
Each holder of capital stock is entitled to one vote per share on
all matters requiring a vote of the stockholders.
RIGHTS UPON LIQUIDATION.
In the event of our voluntary or involuntary liquidation,
dissolution, or winding up, the holders of capital stock will be entitled to
share equally in our assets available for distribution
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after payment in full of all debts and after the holders of preferred stock
have received their liquidation preferences in full.
MISCELLANEOUS.
Shares of capital stock are not redeemable and have no subscription,
conversion or preemptive rights.
SELLING SHAREHOLDER
The Trust is the trust formed to hold the assets of IBM's defined
benefit pension plan known as the IBM Personal Pension Plan, covering
substantially all of IBM's U.S. employees. The Plan and the Trust are intended
to be tax-qualified within the meanings of Sections 401(a) and 501(a) of the
Internal Revenue Code. The Trust is funded by IBM contributions held for the
sole benefit of Plan participants and beneficiaries, and to pay proper
expenses of Plan administration.
As of September 30, 2002, the Trust owned 1,704,009 shares of
capital stock (representing approximately 0.31% of the total assets of the
Trust and approximately 0.10% of the outstanding shares of capital stock).
Assuming all the 19,302,535 shares in this offering were contributed to the
Trust and none of the shares now held by the Trust had been sold, the Trust
would own 21,006,544 shares of capital stock (representing approximately 4.9%
of the total assets of the Trust and approximately 1.24% of the outstanding
shares of capital stock).
It is contemplated that the shares contributed to the Trust will be
managed by investment managers designated in accordance with procedures
established by the IBM Retirement Plans Committee. Each investment manager is
responsible in its sole judgment and discretion for making any decision to
sell from time to time any of or all the shares under its control, subject to
the terms of investment management arrangements with the manager.
PLAN OF DISTRIBUTION
The Trust, at the direction of an investment manager, may sell
shares on the markets in which the capital stock is traded, through
underwriters, in private transactions or otherwise.
Market sales may be effected from time to time in one or more
transactions, including block transactions, (i) on any of the U.S. securities
exchanges on which the capital stock is listed, including the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange, in
transactions that may include special offerings, exchange distributions
pursuant to and in accordance with the rules of such exchanges, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or in the over-the-counter market or (iv) in a combination of any
such transactions. Such transactions may be effected by the Trust at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Trust may effect
such transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts or
commissions from the Trust and may receive commissions from the purchasers of
shares for whom they may act as agent.
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LEGAL OPINIONS
The legality of the shares in this offering will be passed upon by
Mr. David S. Hershberg, our Vice President and Assistant General Counsel. Mr.
Hershberg, together with members of his family, owns, has options to purchase
and has other interests in shares of our capital stock.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference to the Current Report on Form 8-K dated November 4,
2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the estimated amounts of
expenses, other than underwriting discounts, to be borne by us in connection
with the offerings described in this Registration Statement:
Securities and Exchange Commission
Registration Fee............................................. $138,000
Printing and Engraving Expenses................................. 25,000
Accounting Fees and Expenses.................................... 15,000
Legal Fees and Expenses......................................... 70,000
Listing Fees.................................................... 0
Miscellaneous Expenses.......................................... 15,000
-------
Total Expenses............................................. $263,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our By-Laws (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
5
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."
Our Certificate of Incorporation (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, we maintain directors' and officers' liability
insurance policies.
ITEM 16. EXHIBITS.
(4) Certificate of Incorporation.**
(5) Opinion of IBM Legal Counsel (David S. Hershberg, Esq.).*
(23) (a) Consent of Independent Accountants.* (23) (b)
Consent of Counsel (included in Exhibit (5)).*
(24) (a) Powers of Attorney.*
(24) (b) Certified copy of a resolution adopted by our Board of
Directors authorizing execution of the registration statement
by power of attorney.*
---------------------
* Filed herewith.
** Incorporated by reference to Exhibit 3(i) of our Form 8-K filed
April 28, 1999.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
6
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (other than as
provided in the proviso and instructions to Item 512(a) of Regulation S-K) (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15
above, 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 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 in the successful defense of any action, suit or
proceeding) is asserted by such officer, director 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 of
whether or not such indemnification by it is against public policy as
expressed in the 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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 6th day of November, 2002.
INTERNATIONAL BUSINESS MACHINES CORPORATION
7
By: *
------------------------------------------
Name: Louis V. Gerstner, Jr.
Title: Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board November 6, 2002
----------------------------
Louis V. Gerstner, Jr.
* President and Chief November 6, 2002
---------------------------- Executive Officer
Samuel J. Palmisano
* Chief Financial Officer November 6, 2002
----------------------------
John R. Joyce
* Vice President and November 6, 2002
---------------------------- Controller
Robert F. Woods
* Director November 6, 2002
----------------------------
Cathleen Black
* Director November 6, 2002
----------------------------
Kenneth I. Chenault
* Director November 6, 2002
----------------------------
Nannerl O. Keohane
* Director November 6, 2002
----------------------------
Charles F. Knight
8
SIGNATURE TITLE DATE
--------- ----- ----
* Director November 6, 2002
----------------------------
Minoru Makihara
* Director November 6, 2002
----------------------------
Lucio A. Noto
* Director November 6, 2002
----------------------------
John B. Slaughter
* Director November 6, 2002
----------------------------
Sidney Taurel
* Director November 6, 2002
----------------------------
Alex Trotman
* Director November 6, 2002
----------------------------
Charles M. Vest
*By: /s/ ANDREW BONZANI
---------------------------
Andrew Bonzani
ATTORNEY-IN-FACT
9
Exhibit (5)
[LETTERHEAD]
INTERNATIONAL BUSINESS MACHINES CORPORATION
Office of the Vice President and Assistant General
Counsel Armonk, New York 10504
November 6, 2002
Ladies & Gentlemen:
As Vice President and Assistant General Counsel of International
Business Machines Corporation (the "Company") and an attorney duly admitted to
practice in the State of New York, I am giving this opinion in connection with
the proposed issuance and sale from time to time pursuant to Rule 415 under
the Securities Act of 1933 (the "Securities Act") of capital stock (the
"Capital Stock") of the Company.
I, working together with competent members of my legal staff acting
under my direct supervision and control, have examined the Certificate of
Incorporation of the Company, as amended, and the By-laws of the Company. In
addition, I am familiar with the proceedings by which such instruments and the
transactions contemplated thereby were authorized by the Company.
Based upon and subject to the foregoing, I am of the opinion that:
(1) the Company has been duly incorporated and is a validly existing
corporation under the laws of the State of New York; and
(2) with respect to shares of Capital Stock, the Board has taken all
necessary corporate action to approve the issuance of the shares of Capital
Stock and when issued as provided in the Registration Statement, the shares of
Capital Stock will be validly issued, fully paid and nonassessable;
I understand that I may be referred to, as counsel who has passed
upon the validity of the Capital Stock on behalf of the Company in the
Prospectus forming a part of the Registration Statement on Form S-3 relating
to the Securities filed with the Securities and Exchange Commission pursuant
to the Securities Act, and I hereby consent to such use of my name in said
Registration Statement and to the use of this opinion for filing with said
Registration Statement as Exhibit (5) thereto.
Very truly yours,
/s/ David S. Hershberg
---------------------------
David S. Hershberg
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 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
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
November 6, 2002
Exhibit 24(a)
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
-------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman
of the Board 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 or other appropriate
Form, for shares of capital stock of the Corporation, for contribution by the
Corporation to the IBM Personal Pension Plan Trust hereby constitute and
appoint 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 29th day of October, 2002.
/s/ Louis V. Gerstner, Jr.
--------------------------
Name: Louis V. Gerstner, Jr.
Title: Chairman of the Board of Directors
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 or
other appropriate Form, for shares of capital stock of the Corporation, for
contribution by the Corporation to the IBM Personal Pension Plan Trust 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 29th day of October, 2002.
/s/ Samuel J. Palmisano
------------------------------------
Name: Samuel J. Palmisano
Title: 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 or
other appropriate Form, for shares of capital stock of the Corporation, for
contribution by the Corporation to the IBM Personal Pension Plan Trust 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 29th day of October, 2002.
/s/ John R. Joyce
---------------------------------
Name: John R. Joyce
Title: Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY OF ROBERT F. WOODS
------------------------------------
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 or
other appropriate Form, for shares of capital stock of the Corporation, for
contribution by the Corporation to the IBM Personal Pension Plan Trust 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 29th day of October, 2002.
/s/ Robert F. Woods
-----------------------------
Name: Robert F. Woods
Title: 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 or other appropriate Form, for shares of
capital stock of the Corporation, for contribution by the Corporation to the
IBM Personal Pension Plan Trust 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 29th day of October, 2002.
/s/ Cathleen Black
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Director
/s/ Kenneth I. Chenault
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Director
/s/Nannerl O. Keohane
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Director
/s/ Charles F. Knight
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Director
/s/Minoru Makihara
-------------------------------------
Director
/s/ Lucio A. Noto
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Director
/s/ John B. Slaughter
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Director
/s/Sidney Taurel
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Director
/s/ Alex Trotman
-------------------------------------
Director
/s/Charles M. Vest
-------------------------------------
Director
Exhibit 24(b)
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 6th
day of November 2002.
By: /s/ Andrew Bonzani
--------------------------------
Name: Andrew Bonzani
Title: Assistant Secretary
EXHIBIT A
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RESOLUTIONS REGARDING PENSION PLAN FUNDING
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RESOLVED, that the issuance and contribution by the Company to the
IBM Personal Pension Plan Trust of shares of Capital Stock, $.20 par value, of
the Company (the "Plan Shares"), as presented to the Board of Directors, is
hereby authorized; and
RESOLVED, that the Chairman of the Board, the President and Chief
Executive Officer, the Senior Vice President and Chief Financial Officer, the
Vice President and Controller, the Vice President and Treasurer, and any
Assistant Treasurer of the Company (each, an "Authorized Person") be, and each
of them individually hereby is, delegated full power and authority to
authorize and approve the issuance and contribution by the Company of the Plan
Shares, which may be newly issued shares or Treasury shares, pursuant to the
foregoing resolution in such amounts and at such times as they deem
appropriate; and
RESOLVED, that the Authorized Persons 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 issuance and contribution of the Plan
Shares pursuant to the foregoing resolutions; and
RESOLVED that the Authorized Persons 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 Plan 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 Authorized Persons 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 Plan 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 Plan
Shares on any public exchanges, and that the Authorized Persons be, and each
of them individually hereby is, 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 Authorized Persons be, and each of them
individually hereby is, 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 Authorized Persons 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.