APPENDIX B
32,000 Shares
DATA GENERAL CORPORATION
Common Stock
($.01 Par Value)
Under the Data General Corporation
Non-Employee Director Restricted Stock Option Plan
Appendix Dated Match, 14, 1994 to
Prospectus Dated March 1, 1985
Additional Information Concerning
The Data General Corporation
Non-Employee Director
Restricted Stock Option Plan
This Appendix supplements the information contained in the Prospectus dated
March 1, 1985 (the "Prospectus"), relating to shares of Common Stock, $.01 par
value per share ("Common Stock"), of Data General Corporation (the "Company")
issuable pursuant to the Company's Non-Employee Director Restricted Stock Option
Plan (the "Plan").
The Company does not intend to update the text of the Prospectus in the future
unless and until there is a material change in the information contained
therein. However, the Company intends to reflect any changes in the information
contained in the Prospectus and this Appendix by distributing, as and when
considered appropriate by the Company in light of the nature of such change, a
substitute Appendix to every person to whom the Prospectus has previously been
given and who continues to hold an outstanding option under the Plan, unless
such change (i) is reflected in any document filed by the Company with the
Securities and Exchange Commission (the "Commission") after the date of this
Appendix and incorporated by reference into the Prospectus, (ii) is otherwise
communicated to such person in accordance with the rules and regulations of the
Commission in effect from time to time, or (iii) is not required to be reflected
in an update to this Appendix by such rules and regulations. Notwithstanding
the foregoing, any person holding options who receives only this Appendix may
obtain a copy of the Prospectus, upon request from the Company, 4400 Computer
Drive, Westboro, Massachusetts 01580, Attention: Mr. David Roy, Office of Public
Affairs.
The Company's Common Stock is listed on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or make any
representations other than as contained herein in connection with the offer
contained in the Prospectus and this Appendix and, if given, such information or
representation must not be relied upon as having been authorized by the
Company. The Prospectus and this Appendix do not constitute an offer to sell,
or a solicitation to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation.
The delivery of the Prospectus and this Appendix at any time does not imply
that the information therein or herein is correct as of any time subsequent to
their dates. Statements contained in the Prospectus and this Appendix as to the
provisions of the Plan are not necessarily complete and in each instance
reference is made to the copy of the Plan which appears in the Prospectus, and
each such statement in the Prospectus and this Appendix is qualified in all
respects by such reference.
CURRENT INFORMATION CONCERNING THE PLAN
1. Board of Directors:
As of January 31, 1994, the Board of Directors was comprised of Messrs.
Frederick R. Adler, Ferdinand Colloredo-Mansfeld, John G. McElwee, Ronald L.
Skates and Donald H. Trautlein. Mr. Adler is a partner in Fulbright & Jaworski
L.L.P., counsel to the Company.
2.Securities Subject to the Plan:
As of December 25, 1993, of an aggregate of 32,000 shares of Common Stock
authorized under the Plan, 12,000 shares had been issued, options with respect
to 8,000 shares had been granted and were outstanding, and 12,000 shares of
Common Stock were reserved for issuance and available for the grant of
additional options under the Plan.
3.Extent of Participation:
As of December 25, 1993, four non-employee directors were eligible to
participate in the Plan and were participating in the Plan.
4.Options Outstanding:
The following table sets forth information, as of December 25, 1993, regarding
all options outstanding under the Plan:
Average Per
Number of Shares Share Option Range of
Subject to Option Exercise Price Expiration Dates
8,000 $7.44 1/28/96 - 5/2/99
5.Legal Matters:
Frederick R. Adler, a director and officer of the Company, and Carl E. Kaplan,
an officer of the Company, are partners in Fulbright & Jaworski L.L.P. Mr.
Adler and certain partners and associates of Fulbright & Jaworski beneficially
owned an aggregate of 361,012 shares of Common Stock as of December 31, 1993.
6.Tax Consequences:
An option granted under the Plan is a nonstatutory option and is taxed in
accordance with Section 83 of the Internal Revenue Code of 1986 and regulations
thereunder. A non-employee director granted an option under the Plan generally
will realize income when the shares purchased pursuant to the option become
transferable or are no longer subject to a substantial risk of forfeiture. The
income realized (the difference between the exercise price of the option and the
fair market value of the shares at the time the shares are transferable or are
no longer subject to a substantial risk of forfeiture) will be ordinary income
to the non-employee director. Currently, the maximum individual tax rate for
ordinary income is 39.6% and for capital gain is 28%.
SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the General Corporation Law of Delaware permits indemnification
of directors, officers and employees of a corporation under certain conditions
and subject to certain limitations. Article VI of the Company's By-Laws
contains provisions for the indemnification of directors, officers and employees
of the Company within the limitations permitted by Section 145.
The Company carries a directors' and officers' liability insurance policy
which provides for payment of expenses of the Company's directors and officers
in connection with threatened, pending or completed actions, suits or
proceedings against them in their capacities as directors and officers, in
accordance with the Company's By-Laws and the General Corporation Law of
Delaware.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "33 Act"), may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the '33
Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements incorporated in the Prospectus of which
this Appendix is a part by reference to the Annual Report on Form 10-K of Data
General Corporation for the year ended September 25, 1993, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
AVAILABLE INFORMATION
Data General Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
proxy statements, reports and other information with the Commission. Such proxy
statements, reports and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices of the
Commission: Room 1228, Everett McKinley Dirksen Building, 219 South Dearborn
Street, Chicago, Illinois 60604; Room 1100, Jacob K. Javits Federal Building, 26
Federal Plaza, New York, New York 10007; and Suite 1710, Tishman Building ,
10960 Wilshire Boulevard, Los Angeles, California 96024. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, such information can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement under the
'33 Act with respect to the securities offered hereby. The Prospectus and this
Appendix do not contain all information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto filed as a part thereof.
The Company will furnish without charge to each person to whom this Appendix
is delivered, upon request, a copy of any or all of the documents that have been
incorporated by reference in the Registration Statement of which this Appendix
is a part, other than exhibits to such documents. Requests should be addressed
to: Mr. David Roy, Office of Public Affairs, Data General Corporation, 4400
Computer Drive, Westboro, Massachusetts 01580 (telephone number (508) 898-5000).
