APPENDIX B
4,000,000 Shares
DATA GENERAL CORPORATION
Common Stock
($.01 Par Value)
Under the Data General Corporation
Employee Stock Option Plan
Appendix Dated March 14, 1994 to
Prospectus Dated February 17, 1988
Additional Information Concerning The Data General Corporation
Employee Stock Option Plan
This Appendix supplements the information contained in the Prospectus dated
February 17, 1988 (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 Employee 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 con -
tained 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. Employee Stock Option Plan Committee:
As of January 31, 1994, the Employee Stock Option Plan Committee was
comprised of Messrs. Ferdinand Colloredo-Mansfeld, John G. McElwee and Donald H.
Trautlein. Messrs. Colloredo-Mansfeld, McElwee and Trautlein are directors of
the Company. All three also constitute the Restricted Stock Option Plan
Committee.
2. Securities Subject to the Plan:
On January 30, 1991 the stockholders approved an amendment to the Plan
extending the termination date thereof from October 6, 1991 to October 6, 1996.
As of December 25, 1993, of an aggregate of 4,000,000 shares of Common Stock
authorized under the Plan, 1,035,021 shares had been issued, options with
respect to 1,982,488 shares had been granted and were outstanding, and 982,481
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, approximately 3,000 employees were eligible to
participate in the Plan, and approximately 700 employees 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
1,982,498 $7.99 5/22/94-10/31/03
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 L.L.P.
beneficially owned an aggregate of 361,012 shares of Common Stock as of December
31, 1993.
6. Participating Subsidiaries:
The following is a list of subsidiaries of Data General Corporation whose
employees are eligible to participate in the Employee Stock Option Plan:
State or
Jurisdiction of
Name of Subsidiary Organization
Data General (Canada) Inc......................................... Canada
Data General International, Inc.................................. Delaware
Data General Investment Corporation.............................. Delaware
Data General Limited....... ............................... United Kingdom
Data General GmbH................................................. Germany
Data General Gesellschaft mbH..................................... Austria
Data General France SARL.......................................... France
Data General Holland BV....................................... Netherlands
Data General Australia Pty., Ltd................................ Australia
Data General Israel, Ltd....................................... Israel
Data General Hong Kong, Ltd.................................... Hong Kong
Data General A.G...............................................Switzerland
Data General Europe, Inc....................................... Delaware
Data General S.A............................................... Belgium
DG Venezuela C.A............................................... Venezuela
Data General A/S............................................... Norway
Data General S.p.A............................................. Italy
Data General New Zealand Limited.............................. New Zealand
Data General Latin America, Inc................................ Delaware
Data General (Ireland), Ltd.................................... Ireland
Data General Costa Rica, S.A................................... Costa Rica
Data General ApS............................................... Denmark
Data General OY................................................ Finland
Data General Puerto Rico, Inc.................................. Delaware
Data General S.A............................................... Spain
Data General Chile S.A......................................... Chile
Data General Hong Kong Sales and Service, Ltd.................. Hong Kong
Data General Singapore Pte., Ltd............................... Singapore
Data General Japan............................................. Japan
Data General del Peru, S.A..................................... Peru
Data General A.B............................................... Sweden
Data General de Mexico S.A. de C.V............................. Mexico
Data General Philippines,Inc...................................Philippines
Data General (Portugal) Sociedade
de Computadores Lda........................................... Portugal
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: Suite 1400, Northwestern Atrium Center, West Madison Street,
Chicago, Illinois 60661 and Room 1100, Jacob K. Javits Federal Building, 26
Federal Plaza, New York, New York 10007. 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).
