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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
DATAPOINT CORPORATION
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(NAME OF ISSUER)
DATAPOINT CORPORATION
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(Name of Person(s) filing statement)
$1.00 EXCHANGEABLE PREFERRED STOCK, $20.00 LIQUIDATION PREFERENCE PER SHARE
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(Title of class of securities)
2381 00309
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(CUSIP number of class of securities)
Gerald N. Agranoff
Vice President and General Counsel
Datapoint Corporation
8410 Datapoint Drive
San Antonio, Texas 78229-4500
(210) 593-7000
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(Name, address, including ZIP Code, and telephone number, including
area code, of agent for service)
Selig D. Sacks, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, NY 10022
(212) 421-4100
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(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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(Date tender offer first published, sent or given to security holders)
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Calculation of filing fee
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Transaction valuation Amount of filing fee
$7,121,963.50 $1,425.00*
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
* The filing fee has been calculated pursuant to Rule 0-11 (b) as follows:
one-fiftieth of one percent of the value of the $1.00 Exchangeable Preferred
Stock, $20.00 liquidation preference per share, to be received by the filing
person in the Exchange Offer (as defined herein), assuming that all
outstanding shares of $1.00 Exchangeable Preferred Stock are tendered in the
Exchange Offer. Pursuant to Rule 0-11 (a)(4), the market value of the $1.00
Preferred Stock was based upon the average of the high and low prices
reported in the consolidated system as of July 31, 1996.
Amount previously paid: $1,425.00
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Filing Party: DATAPOINT CORPORATION
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Form or Registration no.: REGISTRATION STATEMENT ON FORM S-4 UNDER THE
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SECURITIES ACT OF 1933, AS AMENDED.
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Date Filed: August 6, 1996.
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CROSS REFERENCE SHEET PURSUANT
TO INSTRUCTION B ON SCHEDULE 13E-4
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The following is a cross-reference sheet pursuant to General Instruction
B to Schedule 13E-4 showing the location of the information required by
Schedule 13E-4 in the preliminary Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") of Datapoint Corporation ("Datapoint") filed as part
of the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on August 6, 1996, Registration No 333-9627. The
cross-reference sheet indicates the caption in the Proxy Statement/Prospectus
in which the response to each item of this Schedule 13E-4 may be found, and
such responses are incorporated herein by reference. If any such item is
inapplicable or the answer thereto is negative and is omitted from the Proxy
Statement/Prospectus, it is so indicated in the cross-reference sheet. Unless
otherwise indicated herein, the terms used herein have the meanings ascribed
to them in the Proxy Statement/Prospectus.
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Item 1. SECURITY AND ISSUER.
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(a) INTRODUCTION; SUMMARY -- The Company; SUMMARY -- Purpose and
Effects of the Exchange Offer; BUSINESS OF THE COMPANY --
General; ANNEX A - DESCRIPTION OF PREFERRED STOCK.
(b) INTRODUCTION; SUMMARY; BACKGROUND; PURPOSE AND EFFECT OF
EXCHANGE OFFER -- Background; Purposes and Effects of the
Exchange Offer and the Preferred Stock Reclassification;
DESCRIPTION OF COMMON STOCK; SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT; ANNEX A - DESCRIPTION OF
PREFERRED STOCK.
(c) INTRODUCTION; SUMMARY; MARKET PRICES FOR PREFERRED STOCK AND
COMMON STOCK -- Preferred Stock; RISK FACTORS; ANNEX A -
DESCRIPTION OF PREFERRED STOCK.
(d) Not Applicable.
Item 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a) INTRODUCTION; SUMMARY -- Purpose and Effects of the Exchange
Offer, -- The Exchange Offer, -- The Preferred Stock Amendment;
THE EXCHANGE OFFER AND STOCK SOLICITATION; THE PREFERRED STOCK
AMENDMENT.
(b) Not Applicable.
Item 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
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AFFILIATE.
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INTRODUCTION; SUMMARY; THE EXCHANGE OFFER AND STOCK SOLICITATION.
(a) Not Applicable.
(b) Not Applicable.
(c) INTRODUCTION; RISK FACTORS -- RISKS ASSOCIATED WITH THE
COMPANY IN GENERAL -- Financial Condition of the Company;
BACKGROUND; PURPOSES AND EFFECTS OF THE EXCHANGE OFFER --
Background; MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION; BUSINESS OF THE COMPANY.
(d) SUMMARY; MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS; ELECTION OF DIRECTORS.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) SUMMARY -- The Exchange Offer and Stock Solicitation; RISK
FACTORS -- RISKS ASSOCIATED WITH RETENTION OF THE PREFERRED STOCK
-- NYSE Listing; BACKGROUND; PURPOSES AND EFFECTS OF THE EXCHANGE
OFFER -- Purposes and Effects of the Exchange Offer and the
Preferred Stock Reclassification, -- Certain Effects of the
Exchange Offer on the Market for the Preferred Stock; Exchange
Act Registration, -- Conditions.
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(i) SUMMARY -- The Exchange Offer and Stock Solicitation; RISK
FACTORS -- RISKS ASSOCIATED WITH RETENTION OF THE PREFERRED STOCK
-- NYSE Listing; BACKGROUND; PURPOSES AND EFFECTS OF THE EXCHANGE
OFFER -- Purposes and Effects of the Exchange Offer and the
Preferred Stock Reclassification, -- Certain Effects of the
Exchange Offer on the Market for the Preferred Stock; Exchange
Act Registration, -- Conditions.
(j) SUMMARY -- The Exchange Offer and Stock Solicitation; RISK
FACTORS -- RISKS ASSOCIATED WITH RETENTION OF THE PREFERRED
STOCK -- NYSE Listing; BACKGROUND; PURPOSES AND EFFECTS OF THE
EXCHANGE OFFER -- Purposes and Effects of the Exchange Offer and
the Preferred Stock Reclassification, -- Certain Effects of the
Exchange Offer on the Market for the Preferred Stock; Exchange
Act Registration, -- Conditions.
Item 4. INTEREST IN SECURITIES OF THE ISSUER
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(a) Not Applicable.
Item 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO THE ISSUER'S SECURITIES
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SUMMARY -- The Exchange Offer -- Vote Required; COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
Item 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
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INTRODUCTION; SUMMARY -- General -- Solicitation Agent;
BACKGROUND; PURPOSES AND EFFECTS OF THE EXCHANGE OFFER AND STOCK
SOLICITATION -- Solicitation Agent.
Item 7. FINANCIAL INFORMATION
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(a) DATAPOINT CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION (See Index to Financial
Statements).
(b) SUMMARY -- HISTORICAL AND PRO FORMA UNAUDITED CAPITALIZATION;
SELECTED CONSOLIDATED FINANCIAL DATA; UNAUDITED PRO FORMA
FINANCIAL STATEMENTS.
Item 8. ADDITIONAL INFORMATION
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Proxy Statement/Prospectus filed as part of Registration
Statement on Form S-4 filed on August 6, 1996, Registration
No. 333-9627, and incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
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(d) Not Applicable.
(e) Proxy Statement/Prospectus filed as part of Registration
Statement on Form S-4 filed on August 6, 1996, Registration
No. 333-9627, and incorporated herein by reference.
(f) Proxy Statement/Prospectus filed as part of Registration
Statement on Form S-4 filed on August 6, 1996, Registration
No. 333-9627, and incorporated herein by reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in the statement is true, complete and correct.
August 7, 1996 /s/ Gerald N. Agranoff
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(Signature)
Vice President, General Counsel and Corporate Secretary
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(Name and Title)
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