Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Data General Corporation
(Exact name of Registrant as specified in its charter)
Delaware 04-2436397
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
4400 Computer Drive, Westboro, Massachusetts 01580 (508) 898-5000
(address, including zip code and telephone number of registrant's principal
executive offices)
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(Full Title of the Plan)
RONALD L. SKATES
President and Chief Executive Officer
Data General Corporation
4400 Computer Drive
Westboro, Massachusetts 01580
(508) 898-5000
(name, address, including zip code and telephone number of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Carl E. Kaplan, Esq.
Fulbright & Jaworski L.L.P
666 Fifth Avenue
New York, New York 10103
Approximate date of proposed commencement of sales pursuant to the
Employee Qualified Stock Purchase Plan: As and when options become exercisable
after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities recognized offering price aggregate offering registration
to be registered per share (a) price (a) fee
Common Stock, $.01 2,000,000 $7.75 $15,000,000 $5,345
par value shares
</TABLE>
(a) The price stated is estimated in accordance with Rule 457(g) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee and is the product resulting from multiplying the sum of the
number of additional shares registered as part of this Registration Statement
(2,000,000) as to which options may be granted under the Plan by the closing
sale price for the Common Stock ($7.75) on the New York Stock Exchange on
April 5, 1994.
Pursuant to Rule 429 promulgated by the Securities and Exchange
Commission, the Prospectus contained in this Registration Statement also relates
to 6,600,000 shares of Common Stock previously registered pursuant to
Registration Statement Nos. 2-39207, 2-60520, 2-75554, 2-88973, 33-11529,
33-33300, 33-38995 and 33-57948.
Data General Corporation
Employee Qualified Stock Purchase Plan
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Form S-8 Item No. Heading or Location in Prospectus
1.Forepart of Registration Statement and Outside Front
Cover Page of Prospectus
(a)....................................Facing Page
(b)....................................Cross-Reference Sheet
(c)....................................Outside Front Cover
2.Inside Front Page and Outside Back Cover Pages of Prospectus
(a)....................................Inside Front Cover
(b)........................................ *
(c)....................................Inside Front Cover
(d)......................................... *
(e)......................................... *
(f)......................................... *
(g)....................................Outside Back Cover
3.Summary Information and Risk Factors and Ratio of
Earnings to Fixed Charges
(a).................................Introduction
(b).................................Introduction
(c)......................................... *
(d)......................................... *
4.General Information Regarding the Plan
(a).................................Outside Front Cover, Introduction
(b).................................The Plan-Nature and Purposes
(c).................................The Plan-Federal Tax
(d).................................The Plan-Eligibility andParticipation
(e).................................The Plan-Federal Tax
(f)......................................... *
5.Securities to be Offered and Employees Who May
Participate in the Plan
(a)................................Outside Front Cover: The Plan
(b)................................The Plan-Resale of Shares
(c)................................The Plan-Eligibility and Participation
(d)................................The Plan
6.Purchase of Securities Pursuant to the Plan..The Plan-Grant and Exercise of
Options
7.Payment for Securities Offered
(a)..................................The Plan-Grant and Exercise of
Options
(b)...................................... *
8.Contributions under the Plan................. *
9.Withdrawal from the Plan - Assignment of Interest
(a)......................................... *
(b)..................................The Plan -Non-Transferability
of Options
10.Defaults under the Plan........................ *
11.Administration of the Plan
(a).... .............................The Plan-Administration
(b)..................................The Plan-Administration
12.Investment of Funds.......................... *
13.Charges, Deductions and Liens therefor....... *
14.Description of Registrant's Securities
(a)..................................Incorporation by Reference
(b)......................................... *
15.Incorporation of Certain Documents by
Reference................................Incorporation by Reference
16.Additional Information....................... *
17.Interest of Named Experts and Counsel.....Appendix B
18.Disclosure of Commission Position on Indemnification for
Securities Act Liabilities............... Securities and Exchange
Commission Position on
Indemnification for
Securities Act Liabilities
* Not Applicable
PROSPECTUS
8,600,000 Shares
DATA GENERAL CORPORATION
Common Stock
($.01 Par Value)
Under The
Data General Corporation
Employee Qualified Stock Purchase Plan
_______________________
Participation in Data General Corporation's Employee Qualified Stock
Purchase Plan (the "Plan") is offered on the basis set forth herein to
substantially all employees of Data General Corporation and its subsidiaries
upon the terms and conditions set forth herein. Data General Corporation,
together with such subsidiaries, is herein referred to as the "Company" or "Data
General."
_______________________
Offer or resales of shares of Common Stock acquired under the Plan by
"affiliates" of the Company, as defined in Rule 405 under the Securities Act of
1933, as amended (the "'33 Act"), are subject to certain restrictions (see
"Resale of Shares By Affiliates").
_______________________
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 to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered by this
Prospectus in any jurisdiction to any person to whom it is unlawful to make such
an offer or solicitation.
_______________________
The date of this Prospectus is April 6, 1994
<PAGE>
The delivery of this Prospectus at any time does not imply that
information herein is correct as of any time subsequent to the date of this
Prospectus. Statements in this Prospectus 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 as Appendix A to the Prospectus, and each such statement
in this Prospectus is qualified in all respects by such reference.
The Company does not intend to update this Prospectus in the future
unless and until there is a material change in the information contained
herein. However, the Company intends to reflect any change in the information
contained in this Prospectus by distributing, as and when considered appropriate
by the Company in light of the nature of such change, an Appendix to every
person to whom this Prospectus has previously been given and who continues to
hold or is granted an 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 Prospectus and incorporated by
reference into this 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
Prospectus by such rules and regulations. Notwithstanding the foregoing, any
person holding options who receives only the Appendix may obtain a copy of this
Prospectus, upon written or oral request, from the Company, 4400 Computer Drive,
Westboro, Massachusetts 01580, Attention: Mr. David Roy, Public Affairs,
(telephone (508) 898-5000).
AVAILABLE INFORMATION
Data General is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "'34 Act"), 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, 500 West Madison Street, Chicago, Illinois 60661 and Room 1100, Jacob K.
Javits Federal Building, 75 Park Place, 14th Floor, 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, the Company's Common Stock is listed on the New York Stock
Exchange and 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. This Prospectus does
not contain all the 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 covered hereby, reference is made to the Registration Statement and
to the exhibits thereto filed as a part thereof.
The Company will furnish without charge to each person to whom this
Prospectus 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 Prospectus is a part, other than exhibits to such documents. Written or
oral requests should be addressed to: Mr. David Roy, Public Affairs, Data
General Corporation, 4400 Computer Drive, Westboro, Massachusetts 01580
(telephone number (508) 898-5000).
INTRODUCTION
The Company has filed a Registration Statement with the Commission under
the '33 Act for the registration of shares of Common Stock, $.01 par value per
share, of Data General Corporation ("Common Stock") which may be purchased by
the exercise of options granted pursuant to the Plan.
The principal executive offices of the Company are located at 4400
Computer Drive, Westboro, Massachusetts 01580 and the telephone number is (508)
898-5000.
THE PLAN
Nature and Purposes of the Plan
The Plan was adopted for the purpose of advancing the interests of the
Company and furthering its growth and development by encouraging and enabling
employees to acquire an increased personal and proprietary interest in its
continued success and progress. The Company believes that the Plan will aid
greatly in encouraging eligible employees to remain in the employ of the Company
and, in addition, will stimulate in such individuals an increased desire to
render greater service to the Company.
The Plan was adopted by the Board of Directors on November 10, 1970, and
approved by the stockholders on January 12, 1971. The Plan has been amended
from time to time to increase the number of shares which may be issued pursuant
to options thereunder. On January 26, 1994 the stockholders approved an
amendment to the Plan which increased the number of shares of Common Stock which
may be issued thereunder from 6,600,000 to 8,600,000 shares.
Duration and Modification
The Plan will terminate when all or substantially all of the unissued
shares of Common Stock reserved for the purposes of the Plan have been
purchased. The Board of Directors of the Company may at any earlier time
terminate the Plan or make such modifications in the Plan as it shall deem
advisable. The Board of Directors may not, however, without further approval by
the Company's stockholders, increase the maximum number of shares of Common
Stock for which options may be granted under the Plan, except as described under
the caption "Adjustment of Option Shares" or change the class of employees
eligible to receive options under the Plan.
Federal Income Tax Status
It is intended that options granted under the Plan shall constitute
options granted pursuant to an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan is not a qualified pension, profit sharing or stock bonus plan under
Section 401(a) of the Code nor is it an "employee benefit plan" subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Fulbright & Jaworski L.L.P., counsel to the Company, has advised as
follows regarding the Federal income tax treatment of options granted and stock
issued under the Plan:
The following general rules apply for federal income tax purposes:
1. An employee does not realize taxable income at the time an option is
granted (the beginning of a Payment Period) or at the time an option is
exercised (the end of a Payment Period). An employee may realize taxable income
when shares acquired under the Plan are sold or otherwise disposed of.
2. If an employee sells or otherwise disposes of shares acquired under
the Plan more than two years after the beginning of the related Payment Period,
the employee will realize ordinary income in the year of the sale or other
disposition in an amount equal to the lesser of:
(a) the excess of the fair market value of the shares at the time of the
sale or other disposition over the amount paid for the shares, or
(b) 15% of the fair market value of the shares at the beginning of the
Payment Period.
In the case of a sale, the balance of the gain realized (if any) will be capital
gain.
3. If an employee sells or otherwise disposes of shares acquired under
the Plan within two years from the beginning of the related Payment Period, the
employee will realize ordinary income in the year of the sale or other
disposition in an amount equal to the excess of the fair market value of the
shares at the end of the Payment Period over the amount paid for the shares, and
the Company will be entitled to a corresponding deduction. In the case of a
sale, the balance of the gain realized (if any) will be capital gain; and, if a
loss is realized (i.e., if the market value of the shares at the end of the
Payment Period is greater than the price for which the shares are sold by the
employee), the loss will be a capital loss.
4. If an employee dies before the sale or other disposition of shares
acquired under the Plan (regardless of the holding period for the shares), then
the amount described in numbered paragraph 2 above, determined as if the shares
were disposed of on the date of death, will be includable as ordinary income on
the deceased employee's final return.
5. Capital gain or loss realized with respect to the sale or other
disposition of shares acquired under Plan will be long-term or short-term
depending upon the employee's holding period for the shares, which generally
begins on the last day of the applicable Payment Period. The capital gain or
loss will be long-term or short-term depending upon whether the shares are held
for more than one year. Under current law, capital gain is taxed to a maximum
rate of 28 percent.
6. Special rules apply if shares acquired under the Plan are used to
purchase shares under the Company's other stock option plans. These rules are
extremely complex. Employees should consult with their own tax advisors for a
detailed analysis of the tax consequences before shares acquired under the Plan
are used to purchase shares under other option plans of the Company.
The foregoing statement merely summarizes the basic federal income tax
aspects of Plan participation. Moreover, the applicable provisions of the Code
and regulations promulgated thereunder are subject to change. Each employee
should consult his own tax advisor for a more detailed description of the tax
aspects of Plan participation generally and in the context of his own situation.
Securities Subject to the Plan
The Company has authorized an aggregate of 8,600,000 shares for issuance
upon exercise of options to be granted under the Plan. If any such options
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for the purposes of
the Plan. For information regarding the number of shares issued and reserved
for issuance under the Plan as of a recent date, see Appendix B.
Adjustment of Option Shares
The number of shares of Common Stock covered by each outstanding option,
and the option exercise price of each such option, as well as the number of
shares which may be optioned under the Plan, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock by
reason of stock split-ups, reclassifications, stock dividends, changes in par
value and the like.
Eligibility and Participation
All employees of the Company or any of its participating subsidiaries
will be eligible to receive options under the Plan to purchase Common Stock of
the Company, except the following: (i) employees who have been employed by the
Company or a participating subsidiary less than ninety days, (ii) employees
whose customary employment is twenty hours or less per week, (iii) employees
whose customary employment is five months or less in any calendar year and (iv)
members of the Employee Qualified Stock Purchase Plan Committee. For
information regarding the number of employees eligible to participate and
participating in the Plan as of a recent date, see Appendix B.
An otherwise eligible employee may not be granted an option under the
Plan if the granting of such option would permit his rights to purchase Common
Stock of the Company under the Plan and under any similar plans of the Company,
or any parent or subsidiary of the Company, to accrue at a rate which exceeds
$25,000 of fair market value of such stock, as determined at the time such
option is granted, for each calendar year in which such option is outstanding at
any time, or if, after the granting of the option, such employee would own five
percent or more of the Common Stock of the Company as defined and prescribed by
the Code.
Participation in the Plan is entirely voluntary on the part of the
eligible employee and he may withdraw from participation in the Plan at any
time.
Grant and Exercise of Options; Option Price
The operation of the Plan is divided into payment periods of six months'
duration each (the "Payment Periods"). The six-month periods, February 1
through July 31 and August 1 through January 31, during the term of the Plan are
the Payment Periods under the Plan. On the first business day of each Payment
Period eligible employees who elect to participate in the Plan will be granted
options to purchase as many shares of Common Stock of the Company as their
payroll deductions to be accumulated over the remainder of the Payment Period
will be sufficient to purchase on the last business day of the Payment Period.
The participating employee must specify the amount of the payroll deduction he
desires in any even dollar amount between a minimum of $5.00 and a maximum of
10% of his regular base pay.
The option price of the Common Stock that may be purchased under the Plan
is the lesser of (i) 85% of the average market price of the Common Stock of the
Company on the date the option is granted or (ii) 85% of the average market
price of the Common Stock of the Company on the last business day of the Payment
Period. "Average market price" means the average of the high and low prices of
the Common Stock of the Company on the New York Stock Exchange.
Each participating employee who continues to be a participant on the last
business day of each Payment Period will be deemed to have exercised his option
for such Payment Period on such date and to have purchased from the Company as
many shares of Common Stock as his accumulated payroll deductions on such date
will be sufficient to purchase at the option price. The maximum number of
shares which a parti#ipant may purchase cannot exceed four times the number of
shares such participant would have been able to purchase at the option price on
the first day of the Payment Period.
If, after purchasing as many whole or fractional shares of Common Stock
as the employee's accumulated payroll deductions will purchase upon exercise of
the option granted at the beginning of each Payment Period, there is a balance
remaining in the employee's payroll deduction account, such balance will be
carried forward into the employee's account for the next Payment Period.
Resale of Shares by Affiliates
Shares of the Company's Common Stock purchased upon exercise of options
granted under the Plan may be resold freely, except that any optionee deemed to
be an "affiliate" of the Company, within the meaning of the '33 Act and the
rules and regulations promulgated thereunder, may not sell shares acquired upon
exercise of options granted under the Plan unless such shares have been
registered by the Company under the '33 Act for resale by such optionee or an
exemption from registration under the '33 Act is available. Rule 144,
promulgated under the '33 Act, which contains limitations on the manner of sale
and the amount of shares that may be sold, provides an exemption from
registration under the '33 Act. An employee who is not an officer or director
of the Company generally would not be deemed an "affiliate" of the Company.
Officers and Directors - Section 16(b) Liability
Section 16(b) of the '34 Act provides, generally, that any profit
realized by an officer or director of the Company from the purchase and sale or
sale and purchase of any equity security of the Company within any six month
period is recoverable by the Company. The Company has received a "no-action"
letter from the Commission indicating its position that the acquisition of
shares of the Company's Common Stock by an officer or director through the
exercise of options granted under the Plan will not be deemed a "purchase" for
purposes of Section 16(b) of the '34 Act. A "no-action" letter merely reflects
the position of the Securities and Exchange Commission staff, however, and
should not be interpreted as a statement of law. The sale of shares received
pursuant to the Plan, on the other hand, will be considered a "sale" for
purposes of Section 16(b).
Death, Termination of Employment and Assignment
An employee's rights under the Plan will terminate when he ceases to be
an employee because of retirement, resignation, lay-off, discharge, death,
change of status or for any other reason. If such termination occurs on any day
other than the last business day of the current Payment Period, amounts credited
to his payroll deduction account under the Plan will be returned to him as soon
as practicable.
An employee's rights under the Plan are his alone and may not be
transferred, assigned to or availed of by any other person. Any option granted
to an employee may be exercised only by him.
Administration of the Plan
The Plan is administered by a Stock Purchase Plan Committee consisting of
at least three directors of the Company (the "Committee"). The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. Acts by a majority of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee. The address of the Committee is c/o Data General
Corporation, 4400 Computer Drive, Westboro, Massachusetts 01580. Members of the
Committee are not eligible to participate in the Plan. For information
regarding the present composition of the Committee, see Appendix B.
Questions and Answers About the Plan
In order to further help you in understanding the Plan, some typical
questions and answers about the Plan are set forth below.
The following statements are merely a summary and do not purport to be a
complete statement of the Plan. The full text of the Plan appears as Appendix A
to this Prospectus. In case of any conflict or apparent conflict between the
summary and the full text, the full text will control.
1. How can I become a Participant in the Plan?
To become a Participant in the Plan you must complete an Authorization on
the form provided by the Company and submit it to the Corporate Benefits
Department at least ten days before the beginning date of the next succeeding
Payment Period. Payment Periods begin on February 1 and August 1 of each
calendar year. Once you become a Participant in any Payment Period under the
Plan, you will continue to participate in all subsequent Payment Periods unless
you submit a Withdrawal Notice to the Corporate Benefits Department prior to the
last business day of any Payment Period.
2. Will any late filings be accepted?
No. In order to have the Plan qualify so that all Participants can
qualify for favorable tax treatment for Common Stock purchased under the Plan,
late filings of Authorizations cannot be accepted under any circumstances.
3. If I do not become a Participant in the first Payment Period for which I am
eligible under the Plan, will I have another opportunity to participate?
Yes. If you do not participate in the first Payment Period for which you
are eligible under the Plan, you may still become a Participant in any
subsequent Payment Period under the Plan by completing an Authorization on the
form provided by the Company and submitting it to the Corporate Benefits
Department at least ten days prior to the beginning of the Payment Period in
which you first desire to participate.
4. How much will be deducted from my pay?
The amount which will be deducted from your regular base pay (not your
take-home pay) will be any even dollar amount between a minimum of $5.00 and a
maximum of up to 10% of your regular base pay, as specified by you on the
Authorization which you file when you decide to become a Participant in the
Plan.
5. Can I change the amount of my payroll deduction during a Payment Period?
Yes. You may change the amount of your payroll deduction once during
each Payment Period by completing and submitting a new Authorization to the
Corporate Benefits Department.
6. What is meant by "regular base pay"?
"Regular base pay" is your gross income on the first business day of the
first Payment Period in which you elect to participate.
7. When will payroll deductions begin and end?
Payroll deductions will begin with the first paycheck which you receive
from the Company on or after the first business day in the initial Payment
Period in which you elect to participate. Unless you withdraw from
participation in the Plan, payroll deductions will continue to be made from each
paycheck you receive from the Company until the Plan is terminated. If you
withdraw from participation in the Plan, payroll deductions will cease
immediately and all deductions credited to your account which have not been used
to purchase Common Stock will be refunded to you as soon as practicable.
8. If I am absent from work without pay, may I make a payment into the Plan for
the payroll deduction which I missed?
No. Payments into the Plan can be made only by means of payroll
deduction. If you miss a payroll deduction because of absence from work without
pay, you will continue to be considered a Participant in the Plan, but you
cannot make any payment in substitution for the payroll deductions which were
missed.
9. How many shares of Common Stock can I purchase under the Plan?
In any Payment Period under the Plan in which you elect to participate,
you will be able to purchase as many shares of Common Stock as your payroll
deductions accumulated during that Payment Period will purchase at the option
price. You will not know the exact number of shares you will be able to buy
until the Payment Period has ended since the option price will not be determined
until the last day of the Payment Period. At that time the number of shares you
can buy will depend on three factors:
(a)The total amount of payroll deductions accumulated during the Payment
Period, subject to the limitations described on page 5,
(b)The option price of the Common Stock for that Payment Period, and
(c)The $25,000 limitation described on page 9.
The maximum number of shares you will be able to purchase may never exceed four
times the number of shares you would be able to purchase at the option price on
the first day of the Payment Period.
10. What will the option price be if I become a Participant?
If you become a Participant the option price for each Payment Period will
be the lesser of (i) 85% of the average market price of the Company's Common
Stock on the first business day of such Payment Period or (ii) 85% of the
average market price of the Company's Common Stock on the last business day of
such Payment Period.
11. Can I withdraw from participation in the Plan prior to the end of a Payment
Period?
Yes. At any time other than the last day of a Payment Period, you can
withdraw all the payroll deductions credited to your account during that Payment
Period under the Plan by completing a Withdrawal Notice provided by the Company
and submitting it to the Corporate Benefits Department prior to the last
business day in any Payment Period. All the payroll deductions credited to your
account during the current Payment Period under the Plan will be paid to you as
soon as practicable after the Withdrawal Notice is submitted. Payroll
deductions will be discontinued immediately.
12. Can I withdraw the payroll deductions credited to my account, but continue
to participate in the Plan?
No. The submission of a Withdrawal Notice will cancel your election to be
a Participant in the Plan. (See Question 14.)
13. Can I discontinue future payroll deductions, but leave payroll deductions
previously credited to my account under the Plan?
No. The Plan does not permit discontinuance of future payroll deductions
without the withdrawal of all payroll deductions previously made during the
current Payment Period under the Plan.
14. If I discontinue my participation in any Payment Period under the Plan, may
I become a Participant in a subsequent Payment Period under the Plan?
Yes. Withdrawing from the Plan will not have any effect on your
eligibility to become a Participant again in a subsequent Payment Period under
the Plan. You should understand, however, that you can resume participation in
the Plan only at the beginning of a subsequent Payment Period.
15. What happens if my employment by the Company terminates?
Termination of your employment by the Company because of death,
retirement or for any other reason will be treated in the same manner as if you
had withdrawn from the Plan. All of the payroll deductions credited to your
account during the current Payment Period will be returned to you as soon as
practicable.
16. Will all of my payroll deductions be used to buy Common Stock?
Unless you withdraw from the Plan, your option will be deemed to be
exercised on the last day of the Payment Period to buy as many fractional or
whole shares of Common Stock as the payroll deductions credited to your account
will buy at your option price. If you do not have Shearson Lehman account to
hold your fractional shares the balance of any payroll deductions which are not
used to buy Common Stock (because not sufficient to purchase a whole share of
Common Stock) will be credited to your account for the next succeeding Payment
Period.
17. Can I direct that only a part of my payroll deductions be used for the
purchase of Common Stock?
No. All payroll deductions credited to your account during any Payment
Period will be used to purchase Common Stock on the last day of the Payment
Period.
18. What if I decide that I do not want to purchase any Common Stock at all?
If you complete a Withdrawal Notice on the form provided by the Company
and submit it to the Corporate Benefits Department before the last business day
of any Payment Period, none of your payroll deductions will be used to purchase
Common Stock. In that event all of the payroll deductions credited to your
account during the current Payment Period under the Plan will be paid to you in
cash.
19. When will I receive the Common Stock purchased under the Plan?
As promptly as practicable after the end of each Payment Period the
Company will deliver to you a single certificate representing Common Stock which
has been bought with the payroll deductions credited to your account during that
Payment Period under the Plan. Generally, the certificate will bear the date of
the last day of the Payment Period and will be treated as issued to you on such
date. On such date, you will assume the same rights and risks as other
stockholders, and you will receive dividends on your Common Stock when and if
declared by the Board of Directors of the Company. Unless you are deemed an
affiliate of the Company, you will be completely free to keep or dispose of your
shares of Common Stock. However, in this connection, see the material under the
heading "Tax Status" of this Prospectus with respect to holding periods required
for favorable tax treatment.
20. Can I transfer any of my rights under the Plan or any of my payroll
deductions?
No. You cannot transfer any of your rights under the Plan, nor can you
assign any of your payroll deductions to any other party. This means that you
cannot use your rights in the Plan or the payroll deductions credited to your
account as security for a loan. If you attempt to make any such transfer or
assignment, the Company may treat your action as an election to discontinue
participation in the Plan. However, the Common Stock which is purchased by you
under the Plan may be issued in your name and that of another person of legal
age as joint tenants with a right of survivorship, if you so elect in the
Authorization.
21. What happens to my interest in the Plan if I die?
Any Common Stock or cash which is credited to your account under the Plan
at the time of your death will be delivered to the executor or administrator of
your estate or, if the Company does not have knowledge of the appointment of an
executor or administrator, delivery will be made to your spouse or to any one or
more of your dependents or relatives as the Company may decide.
22. Will my beneficiary be able to exercise my option?
No. As explained to you in the answer to question 20, you cannot
transfer any of your rights under the Plan.
23. Will I receive reports as to the amount of payroll deductions credited to
my account?
Yes. The pay receipt which you normally receive on each payday will show
the amount of payroll deductions made from the pay which you received on that
date. By tabulating the deductions, you will know the total of your credit.
OPTIONS OUTSTANDING
The exact number of shares of Common Stock subject to outstanding options
under the Plan cannot be determined except as of the end of each Payment Period
(i.e. January 31 and July 31 of each year). For further information regarding
outstanding options as of a recent date, see Appendix B.
REPORTS TO STOCKHOLDERS AND OPTIONHOLDERS
The Company will furnish its stockholders and persons holding options
under the Plan with annual reports containing audited consolidated financial
statements and with quarterly reports for the first three quarters of its fiscal
year containing unaudited consolidated financial statements.
LEGAL MATTERS
Legal matters in connection with the sale of the shares of Common Stock
offered hereby are being passed upon for the Company by Fulbright & Jaworski
L.L.P., 666 Park Avenue, New York, New York.
For information regarding the ownership of Common Stock by certain
partners and associates of Fulbright & Jaworski as of a recent date, see
Appendix B.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Data General Corporation for the
fiscal 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.
APPENDIX A
DATA GENERAL CORPORATION
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
1. Purpose
This Employee Qualified Stock Purchase Plan (the "Plan") is intended as
an incentive and to encourage stock ownership by all eligible employees of Data
General Corporation (the"Company") and all participating subsidiaries so that
they may share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage eligible
employees to remain in the employ of the Company. It is intended that options
issued pursuant to this Plan shall constitute options issued pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986 (the"Code").
2. Eligible Employees
All employees of the Company or any of its participating subsidiaries who
have completed ninety days' employment with the Company or any of its
subsidiaries shall be eligible to receive options under this Plan to purchase
the Company's Common Stock (except employees in countries whose laws make
participation impractical). Persons who have been so employed for ninety days
or more on the February 1 next following the date this Plan is approved by the
stockholders of the Company shall receive their options as of such February 1.
Persons who attain the status of employment for ninety days or more after the
date on which the initial options are granted under this Plan shall be granted
options on the next date on which options are granted to all participating
employees. In no event may an employee be granted an option if such employee,
immediately after the option is granted, owns stock possessing 5 percent or more
of the total combined voting power or value of all classes of stock of the
Company or of its parent corporation or subsidiary corporation, as the terms
"parent corporation" and "subsidiary corporation" are defined in Section 425(e)
and (f) of the Code. For purposes of determining stock ownership under this
paragraph, the rules of Section 425 (d) of the Code shall apply and stock which
the employee may purchase under outstanding options shall be treated as stock
owned by the employee.
For purposes of this Article 2, the term employee shall not include an
employee whose customary employment is 20 hours or less per week or is for not
more than 5 months in any calendar year.
3. Stock Subject to the Plan
The stock subject to the options shall be shares of the Company's
authorized but unissued shares of Common Stock of the Company or shares of
Common Stock reacquired by the Company, including shares purchased in the open
market. The aggregate number of shares which may be issued pursuant to this
Plan is 8,600,000, subject to increase or decrease by reason of stock split-ups,
reclassifications, stock dividends, changes in par value and the like.
4. Payment Periods and Stock Options
The six-month periods, August 1 to January 31 and February 1 to July 31,
are Payment Periods during which payroll deductions will be accumulated under
the Plan. Each Payment Period includes only regular pay days falling within it.
Twice each year, on the first business day of each Payment Period, The
Company will grant to each eligible employee who is then a participant in the
Plan an option to purchase on the last day of such Payment Period at the Option
Price hereinafter provided for such number of shares of the Common Stock of the
Company reserved for the purpose of the Plan as his or her accumulated payroll
deductions on the last day of such Payment Period will pay for at such Option
Price; provided and on condition that such employee remains eligible to
participate in the Plan throughout such Payment Period. The Option Price for
each Payment Period shall be lesser of (i) 85% of the average market price of
the Company's Common Stock on the first business day of the Payment Period; or
(ii) 85% of the average market price of the Company's Common Stock on the last
business day of the Payment Period. In the event of an increase or decrease in
the number of outstanding shares of Common Stock of the Company through stock
split-ups, reclassifications, stock dividends, changes in par value and the
like, an appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by a proportionate increase
in the number of shares and a proportionate decrease in the Option Price per
share, or by a proportionate decrease in the number of shares and a
proportionate increase in the Option Price per share, as may be required to
enable an eligible employee who is then a participant in the plan as to whom an
option is exercised on the last day of any then current Payment Period to
acquire such number of full shares as his accumulated payroll deductions on such
date will pay for at the adjusted Option Price.
For purposes of this Plan the term "average market price" means, if the
Common Stock is listed on the New York Stock Exchange, the average of the high
and low prices of the Common Stock of the Company on such exchange or such other
national securities exchange as designated by the Board of Directors or, if the
Common Stock is traded over-the-counter securities market, the mean between the
bid and asked prices of the Common Stock.
For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on the New York Stock Exchange or such other
national securities exchange as shall be designated by the Board of Directors
pursuant to the preceding paragraph.
No employee shall be granted an option which permits his rights to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary corporations to accrue at a rate which exceeds $25,000 of
fair market value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time. The
purpose of the limitation in the preceding sentence is to comply with Section
423(b)(8) of the Code.
5. Exercise of Option
Each eligible employee who continues to be a participant in the Plan on
the last business day of a Payment Period shall be deemed to have exercised his
option on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
his accumulated payroll deductions on such date will pay for at such Option
Price. If a participant is not an employee on the last business day of a
Payment Period, he shall not be entitled to exercise his option.
6. Unused Payroll Deductions
If the participant wishes to receive a certificate representing the
shares purchased pursuant to the option, only full shares of stock will be
represented by the stock certificate. Any balance remaining in an employee
account after a purchase will be reported to the employee and will be carried
forward to the next Payment Period.
7. Authorization for Entering Plan
An employee may enter the Plan by filling out, signing and delivering to
the Corporate Benefits Department an Authorization:
a) stating the amount to be deducted regularly from his or her pay;
b) authorizing the purchase of stock for him in each Payment Period in
accordance with the terms of the Plan; and
c) specifying the exact name in which stock purchased for him or her is
to be issued as provided under Article 11 hereof.
Such authorization must be received by the Corporate Benefits Department
at least 10 days before the beginning date of such next succeeding Payment
Period.
Unless an employee files a new Authorization or withdraws from the Plan,
his or her deductions and purchases under the Authorization he or she has on
file under the Plan will continue as long as the Plan remains in effect.
The Company will accumulate and hold for the employee's account the
amounts deducted from his pay. No interest will be paid on it.
8. Maximum Amount of Payroll Deductions
An employee may authorize payroll deductions in any even dollar amount up
to but not more than 10% of his regular base pay, provided, however, that the
minimum deduction in respect of any payroll period shall be $5.00 (or such
lesser amount as the Committee shall establish).
9. Change in Payroll Deductions
Deductions may be increased or decreased only once in a Payroll Period.
A new Authorization will be required and must be received by the Corporate
Benefits Department.
10. Withdrawal from the Plan
An employee may withdraw from the Plan, in whole but not in part, at any
time prior to the last business day of each Payment Period by delivering a
Withdrawal Notice to the Corporate Benefits Department, in which event the
Company will promptly refund the entire balance of his deductions not
theretofore used to purchase stock under the Plan.
An employee who withdraws from the Plan is like an employee who has never
entered the Plan. To re-enter, he or she must file a new Authorization at least
10 days before the beginning date of the next Payment Period which cannot,
however, become effective before the beginning of the next Payment Period
following his or her withdrawal.
11. Issuance of Stock
Certificates for stock issued to participants will be delivered as soon
as practicable after each Payment Period.
Stock purchased under the Plan will be issued only in the name of the
employee, or if his or her Authorization so specifies, in the name of the
employee and another person of legal age as joint tenants with rights of
survivorship.
12. No Transfer or Assignment of Employee's Rights
An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by such employee.
13. Termination of Employee's Rights
An employee's rights under the Plan will terminate when he ceases to be
an employee because of retirement, resignation, lay-off, discharge, death,
change of status, or for any other reason. A Withdrawal Notice will be
considered as having been received from the employee on the day his or her
employment ceases, and all payroll deductions not used to purchase stock will be
refunded.
If an employee's payroll deductions are interrupted by any legal process,
a Withdrawal Notice will be considered as having been received from him or her
on the day the interruption occurs.
14. Termination and Amendments to Plan
The plan may be terminated at any time by the Company's Board of
Directors. It will terminate in any case when all or substantially all of the
unissued shares of stock reserved for the purposes of the Plan have been
purchased. If at any time shares of stock reserved for the purposes of the Plan
remain available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned among
participants in proportion to their options and the Plan shall terminate. Upon
such termination or any other termination of the Plan, all payroll deductions
not used to purchase stock will be refunded.
The Board of Directors also reserves the right to amend the Plan from
time to time, in any respect provided, however, that no amendment shall be
effective without prior approval of the stockholders, which would (a) except as
provided in Article 3 and 4, increase the number of shares of Common Stock to be
offered above or (b) change the class of employees eligible to receive options
under the Plan.
15. Limitations on Sale of Stock Purchased Under the Plan
The Plan is intended to provide Common Stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his or her own affairs. An employee may, therefore,
sell stock purchased under the Plan at any time he or she chooses; provided,
however, that because of certain Federal tax requirements, each employee will
agree by entering the Plan, promptly to give the Company notice of any such
stock disposed of within two years after the date of the last day of the Payment
Period during which the stock was purchased showing the number of such shares
disposed of. The employee assumes the risk of any market fluctuations in the
price of such stock.
16. Company's Payment of Expenses Related to Plan
The Company will bear all costs of administering and carrying out the
Plan.
17. Participating Subsidiaries
The term "participating subsidiaries" shall mean any subsidiary of the
Company which is designated by the Board of Directors to participate in the
Plan. The Board of Directors shall have the power to make such designations
before or after the Plan is approved by the stockholders.
18. Administration of the Plan
The Plan shall be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than three members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as it may determine. Acts by a
majority of the Committee, or acts reduced to and approved in writing by a
majority of the members of the Committee, including written approvals by
electronic means, shall be valid acts of the Committee.
The interpretation and construction by the Committee of any provisions of
the Plan or of any options granted under it shall be final unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under it. No member of the Committee shall be eligible to participate
in the Plan while serving as a member of the Committee.
19. Optionees Not Stockholders
Neither the granting of an option to an employee nor the deduction from
his or her pay shall constitute such employee a stockholder of the shares
covered by an option until such shares have been purchased by and issued to such
employee.
20. Application of Funds
The proceeds received by the Company from the sale of Common Stock
pursuant to options granted under the Plan will be used for general corporate
purposes.
21. Governmental Regulation
The Company's obligation to sell and deliver shares of the Company's
Common Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
such stock.
22. Withholding of Additional Federal Income Tax
The Company, in accordance with Section 3402(a) of the Code and the
Regulations and Rulings promulgated thereunder, will withhold from the wages of
participating employees, in all payroll periods following and in the same
calendar year as the date on which compensation is deemed received by the
employee, additional income taxes in respect of the amount that is considered
compensation includable in the employee's gross income.
23. Approval of Stockholders
The Plan shall not take effect until approved by the holders of a
majority of the outstanding shares of Common Stock of the Company, which
approval must occur within the period beginning twelve months before and ending
twelve months after the date the Plan is adopted by the Board of Directors.
APPENDIX B
ADDITIONAL INFORMATION CONCERNING THE PLAN
1. Employee Qualified Stock Purchase Plan Committee:
As of January 31, 1994, the Employee Qualified Stock Purchase Plan
Committee was comprised of Messrs. Frederick R. Adler, John G. McElwee, and
Donald H. Trautlein. All three are directors of the Company.
2. Securities Subject to the Plan:
As of December 25, 1993, of an aggregate of 6,600,000 shares of Common
Stock which were then authorized for issuance under the Plan, 6,007,489 shares
had been issued and 592,511 shares were reserved for issuance and available for
additional grants under the Plan. On January 26, 1994, the Stockholders of the
Company approved an amendment to the Plan which increased the number of shares
of Common Stock authorized for issuance under the Plan to 8,600,000.
3. Extent of Participation:
As of December 25, 1993, approximately 6,300 employees were eligible to
participate in the Plan, and approximately 1,500 employees were participating in
the Plan.
4. Options Outstanding:
As of August 2, 1993, options of Common Stock were granted to
participants at a maximum price of $7.02 per share.
As of December 25, 1993, employees of the Company had purchased an
aggregate of 6,007,489 shares of Common Stock under the Plan at an average
purchase price of $14.94 per share. Of such 6,007,489 shares, 74,139 shares had
been purchased by all officers and directors as a group at an average price of
$11.06 per share.
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.
Messrs. 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 Qualified Stock Purchase
Plan:
State or
Jurisdiction of
Name of Subsidiary Organization_
Datagen, Inc. .......................................................Delaware
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 GmbH ......................................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 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
________________________________
TABLE OF CONTENTS
Page
Available Information ........2
Introduction .................3
The Plan .....................3
Nature and Purposes of the Plan 3
Duration and Modification ...3
Federal Income Tax Status .3
Securities Subject to the Plan 5
Adjustment of Option Shares .5
Eligibility and Participation 5
Grant and Exercise of Options;
Option Price ............5
Resale of Shares by Affiliates 6
Officers and Directors-
Section 16(b) Liability .....6
Death, Termination of Employment,
and Assignment ..............6
Administration of the Plan 6
Questions and Answers About
the Plan ....................7
Options Outstanding 11
Reports to Stockholders and
Optionholders .............11
Legal Matters ...............11
Experts .....................11
Appendix A--Copy of Plan 1-A
Appendix B--Additional Information B-1
________________________________
8,600,000 Shares
DATA GENERAL CORPORATION
Common Stock
($.01 Par Value)
___________________
Employee Qualified
Stock Purchase Plan
________________________________
PROSPECTUS
April 6, 1994
________________________________
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Data General
Corporation, as employer and issuer, certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Boston, Massachusetts, on the 26th
day of January, 1994.
DATA GENERAL CORPORATION
By:..............................
(Ronald L. Skates, President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
.......................... President and Director January 26, 1994
(Ronald L. Skates) (Principal Executive Officer)
......................... Chairman of the Executive January 26, 1994
(Frederick R. Adler) Committee of Board of
Directors and Director
.......................... Vice President and January 26, 1994
(Arthur W. DeMelle) Chief Financial Officer
(Principal Financial and
Accounting Officer)
........................ Director January 26, 1994
(Ferdinand Colloredo-Mansfeld)
.......................... Director January 26, 1994
(John G. McElwee)
........................ Director January 26, 1994
(Donald H. Trautlein)
FULBRIGHT & JAWORSKI L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
666 Fifth Avenue
New York, New York 10103
March 28, 1994
Data General Corporation
4400 Computer Drive
Westboro, Massachusetts 01580
Dear Sirs:
We refer to the registration statement on Form S-8 (the "Registration
Statement"), to be filed by Data General Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 2,000,000 shares (the "Shares") of the Company's Common Stock, $.01
par value (the "Common Stock"), to be issued by the Company pursuant to the
Company's Employee Qualified Stock Purchase Plan (the "Plan").
As counsel for the Company, we have examined such coroprate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the Company has taken all necessary
corporate action to authorize the issuance of such Shares pursuant to the Plan
and, when issued and paid for under the Plan in accordance with the Plan, such
shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933, as amended.
Very truly yours,
Fulbright & Jaworski L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
October 26, 1993, which appears on page 29 of the 1993 Annual Report to
Stockholders of Data General Corporation, which is incorporated by reference in
Data General Corporation's Annual Report on Form 10-K for the year ended
September 25, 1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 19 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
Price Waterhouse
Boston, Massachusetts
April 5, 1994
