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REGISTRATION NO. 333-9627
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
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DATAPOINT CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 3571 74-1605174
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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4 RUE D'AGUESSEAU
75008 PARIS, FRANCE
8410 DATAPOINT DRIVE
SAN ANTONIO, TEXAS 78229-8500
(Address of principal executive offices and zip code)
(33-1) 4007 3737
(210) 593-7000
(Registrant's telephone number, including area code)
GERALD N. AGRANOFF
VICE PRESIDENT AND GENERAL COUNSEL
DATAPOINT CORPORATION
8410 DATAPOINT DRIVE
SAN ANTONIO, TEXAS 78229-8500
(210) 593-7000
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
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WITH A COPY TO:
Selig D. Sacks, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
(212) 421-4100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
UPON CONSUMMATION OF THE TRANSACTIONS DESCRIBED IN THE ENCLOSED PROXY
STATEMENT-PROSPECTUS.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.25 per share...... 6,071,182 $2,455.85(1)(2)
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(1) Pursuant to Rule 457(f)(1), the registration fee has been calculated on the
basis of the market value of the $1.00 Exchangeable Preferred Stock, $20.00
liquidation preference per share, to be received by the Registrant in the
Exchange Offer (as defined herein), assuming that all outstanding 1,868,056
shares of the $1.00 Preferred Stock are tendered in the Exchange Offer.
Pursuant to Rule 457(c), the market value of the $1.00 Exchangeable
Preferred Stock was based upon the average of the high and low prices
($3.875 and $3.750, respectively) reported in the consolidated reporting
system as of July 31, 1996.
(2) Previously paid by the Registrant on August 6, 1996 in connection with the
initial filing of this Registration Statement on Form S-4.
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This Amendment No. 4 amends and supplements the Proxy Statement/Prospectus
on Form S-4 which relates to the offer by Datapoint Corporation to exchange for
each share of its Preferred Stock, par value $0.25 per share, 3.25 shares of the
Common Stock of Datapoint Corporation upon the terms and subject to the
conditions set forth in the Proxy Statement/Prospectus dated October 31, 1996
and in the related Letter of Transmittal for the $1.00 Exchangeable Preferred
Stock of the Company.
ITEM 21 EXHIBITS AND FINANCIAL STATEMENTS
The Exhibit Index is hereby amended by deleting the reference to Exhibit
27(a) set forth therein and adding a reference to Exhibit 99(g) as set forth on
the Exhibit Index attached hereto and made a part hereof.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 31, 1996
DATAPOINT CORPORATION
By:_/s/ Gerald N. Agranoff__________
Gerald N. Agranoff
Vice President and General Counsel
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
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(3) (a) Certificate of Incorporation of Datapoint Corporation, as
amended (filed as Exhibit (3)(a) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1993, and
incorporated herein by reference).
(3) (b) Bylaws of Datapoint Corporation, as amended (filed as
Exhibit (3)(b) to the Company's Annual Report on Form 10-K
for the year ended August 1, 1992, and incorporated herein
by reference).
(4) (a) Debenture holder Notice of Adjustment to Conversion Rate,
dated as of June 11, 1981, between Datapoint Corporation
and Continental Illinois Bank and Trust Company of Chicago,
as Trustee, providing for 8 7/8% Convertible Subordinated
Debentures Due 2006 (filed as Exhibit (4)(a) to the
Company's Annual Report on Form 10-K for the year ended
July 27, 1985 and said Indenture filed as Exhibit 4 to the
Company's Registration Statement on Form S-116 (No.
2-72395), each incorporated herein by reference).
(4) (b) Certificate of Designation, Preferences, Rights and
Limitations of Series of $1.00 Preferred Stock (filed as
Exhibit (4)(e) to the Company's Registration Statement on
Form S-4 dated April 30, 1992 and incorporated herein by
reference).
(10) (a) 1983 Employee Stock Option Plan (filed as Exhibit (4)(a)(4)
to the Company's Registration Statement on Form S-8 dated
November 9, 1983 and incorporated herein by reference).
(10) (b) 1985 Director Stock Option Plan (filed as Exhibit (10)(i) to
the Company's Annual Report on Form 10-K for the year ended
August 11, 1987 and incorporated herein by reference).
(10) (c) 1986 Employee Stock Option Plan (filed as Exhibit (10)(h) to
the Company's Annual Report on Form 10-K for the year ended
August 1, 1987 and incorporated herein by reference).
(10) (d) 1991 Director Stock Option Plan (filed as Exhibit (10)(b)(2)
to Amendment No. 1 dated February 6, 1992 to the Company's
Registration Statement on Form S-4 (Registration No.
33-44097) and incorporated herein by reference).
(10) (e) 1992 Employee Stock Option Plan (filed as Exhibit (4)(a)(4)
to the Company's Registration Statement on Form S-8 dated
January 19, 1993 and incorporated herein by reference).
(10) (f) Agreement for Transfer of Assets and Liabilities in Exchange
for Stock, dated as of June 28, 1985, between the Company
and Intelogic Trace, Inc. (filed as Exhibit (10)(a) to the
Company's Current Report on Form 8-K dated July 28, 1985
and incorporated herein by reference).
(10) (g) Master Maintenance Agreement, dated as of June 28, 1985,
between the Company and Intelogic Trace, Inc. (filed as
Exhibit (10)(b) to the Company's Current Report on Form 8-K
dated July 28, 1985 and incorporated herein by reference).
(10) (h) Maintenance Agreement regarding open systems products
between the Company and Intelogic Trace, Inc., (filed as
Exhibit (10)(g) to the Company's Annual Report on Form 10-K
for the year ended August 1, 1992, and incorporated herein
by reference).
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
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(10) (i) Agreement between the Company and Arbitrage Securities
Company, as amended (filed as Exhibit (10)(f) to the
Company's Annual Report on Form 10-K for the year ended
July 29, 1989 and incorporated herein by reference).
(10) (j) Indemnity Agreements with Officers and Directors (filed as
Exhibit (10)(f) to the Company's Annual Report on Form 10-K
for the year ended August 1, 1987 and incorporated herein
by reference).
(10) (k) First Amendment to Indemnification Agreement with certain
Officers and Directors, (filed as Exhibit (10)(h) to the
Company's Annual Report on Form 10-K for the year ended
July 28, 1990 and incorporated herein by reference).
(10) (l) Second Amendment to Employment Agreement with A.B. Edelman
(said amendment filed as Exhibit (10)(h)(3) to the
Company's Registration Statement on Form S-4 dated April
30, 1992), amending Employment Agreement dated January 9,
1991 (said agreement filed as Exhibit (10)(j) to the
Company's Annual Report on Form 10-K for the year ended
July 28, 1990), as amended by Amendment No. 1 dated
December 1, 1990 (said amendment filed as Exhibit (10)(i)
to the Company's Annual Report on Form 10-K for the year
ended July 27, 1991), each of which are incorporated herein
by reference.
(10) (m) Employment Agreement with D. Berger (filed as Exhibit
(10)(m) to the Company's Annual Report on Form 10-K for the
Year ended July 31, 1993 and incorporated herein by
reference).
(10) (n) Employment Agreement with J. Berger (filed as Exhibit
(10)(n) to the Company's Annual Report on Form 10-K for the
Year ended August 1, 1992 and incorporated herein by
reference).
(10) (o) Employment Agreement with K.L. Thrower (filed as Exhibit
(10)(o) to the Company's Annual Report on Form 10-K for the
Year ended August 1, 1992 and incorporated herein by
reference).
(10) (p) First Amendment to the Grantor Trust Agreement dated June
18, 1991 (filed as Exhibit (10)(n) to the Company's Annual
Report on Form 10-K for the year ended July 27, 1991 and
incorporated herein by reference).
(10) (q) Manufacturing facilities Agreement of Lease between the
Company and Willis and Cox Associates, dated June 21, 1991
(filed as Exhibit (10)(q) to the Company's Annual Report on
Form 10-K for the Year ended August 1, 1992 and
incorporated herein by reference).
(10) (r) Employment Agreement with D. Bencsik (filed as Exhibit
(10)(r) to the Company's Annual Report on the Form 10-K for
the Year ended July 30, 1994 and incorporated herein by
reference).
(10) (s) Employment Agreement with G. Agranoff and Amendment No. 1 to
Employment Agreement (filed as Exhibit (10)(s) to Amendment
No. 2 to the Company's Registration Statement on Form S-4
filed on September 27, 1996 and incorporated herein by
reference).
(10) (t) Employment Agreement with B. Thomas (filed as Exhibit
(10)(t) to Amendment No. 2 to the Company's Registration
Statement on Form S-4 filed on September 27, 1996 and
incorporated herein by reference).
(10) (u) Employment Agreement with P. Krumb (filed as Exhibit (10)(u)
to Amendment No. 2 to the Company's Registration Statement
on Form S-4 filed on September 27, 1996 and incorporated
herein by reference).
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
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(10) (v) Settlement Agreement with NTI (filed as Exhibit (10)(v) to
Amendment No. 2 to the Company's Registration Statement on
Form S-4 filed on September 27, 1996 and incorporated
herein by reference).
(10) (w) Umbrella Acquisition Agreement between Kalamazoo and
Datapoint (filed as Exhibit 2 to the Company's Current
Report on Form 8-K dated June 25, 1996 and incorporated
herein by reference).
(10) (x) Form of Agreement for sale of assets of Datapoint Group
Vendor and Kalamazoo (filed as Exhibit 3 to the Company's
Current Report on Form 8-K dated June 25, 1996 and
incorporated herein by reference).
(10) (y) Agreement for sale of DARTS Software (filed as Exhibit 4 to
the Company's Current Report on Form 8-K dated June 25,
1996 and incorporated herein by reference).
(23) (a) Consent of Independent Auditors.
(23) (b) Letter dated October 21, 1996 from Independent Auditors
regarding Consolidated financial statements as of July 27,
1996 and July 29, 1995 and for each of the three fiscal
years in the period ended July 27, 1996.
(23) (c) Consent of Patricof & Co. Capital Corporation.
(99) (a) Form of Proxy to be used in soliciting the Holders of
Datapoint Corporation $1.00 Exchangeable Preferred Stock
(filed as Exhibit 99(a) to Amendment No. 3 to the Company's
Registration Statement on Form S-4 filed on October 31,
1996 and incorporated herein by reference).
(99) (b) Form of Proxy to be used in soliciting the Holders of
Datapoint Corporation Common Stock, par value $.25 per
share (filed as Exhibit 99(b) to Amendment No. 3 to the
Company's Registration Statement on Form S-4 filed on
October 31, 1996 and incorporated herein by reference).
(99) (c) Form of Letter of Transmittal to be used by the Holders of
Datapoint Corporation $1.00 Exchangeable Preferred Stock
(filed as Exhibit 99(c) to Amendment No. 3 to the Company's
Registration Statement on Form S-4 filed on October 31,
1996 and incorporated herein by reference).
(99) (d) Form of Notice of Guaranteed Delivery (filed as Exhibit
99(d) to Amendment No. 3 to the Company's Registration
Statement on Form S-4 filed on October 31, 1996 and
incorporated herein by reference).
(99) (e) Analysis of Corporate Capital Consultants, Inc. contained in
a presentation to the Independent Committee of Datapoint
Corporation (filed as Exhibit 99(e) to Amendment No. 2 to
the Company's Registration Statement on Form S-4 filed on
September 27, 1996 and incorporated herein by reference).
(99) (f) Analysis of Patricof & Co. Capital Corp. contained in a
presentation to the Board of Directors of Datapoint
Corporation (filed as Exhibit 99(f) to Amendment No. 2 to
the Company's Registration Statement on Form S-4 filed on
September 27, 1996 and incorporated herein by reference).
**(99) (g) Schedule II, Datapoint Corporation and Subsidiaries,
Valuation and Qualifying Accounts and Reserves.
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** Filed herewith.
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EXHIBIT 99(G)
SCHEDULE II
DATAPOINT CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
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(A)
BALANCE CHARGED CHARGED (B)
AT TO (TO) FROM OTHER BALANCE
BEGINNING COSTS AND OTHER ADDITIONS AT END
CLASSIFICATION OF YEAR EXPENSES ACCOUNTS (DEDUCTIONS) OF YEAR
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ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended July 27, 1996.............................. $ 3,012 $ 170 $ (102) $ (289) $ 2,791
Year ended July 29, 1995.............................. $ 2,568 $ 2,147 $ (21) $ (1,682) $ 3,012
Year ended July 30, 1994.............................. $ 2,466 $ 807 $ (472) $ (233) $ 2,568
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(a) Transfers to and from other balance sheet reserve accounts.
(b) Accounts written-off net of recoveries, other expense accounts and
translation adjustments.
