APPENDIX B
150,000 Shares
DATA GENERAL CORPORATION
Common Stock
($.01 Par Value)
Under the Data General Corporation
Non-Employee Director Restricted Stock Option Plan
Appendix Dated March 22, 1995 to
Prospectus Dated April 8, 1994
Additional Information Concerning
The Data General Corporation
Non-Employee Director
Restricted Stock Option Plan
This Appendix supplements the information contained in the
Prospectus dated April 8, 1994 (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 25, 1995, the Board of Directors was comprised of
Messrs. Frederick R. Adler, Ferdinand Colloredo-Mansfeld, John G.
McElwee, Ronald L. Skates, W. Nicholas Thorndike, Donald H.
Trautlein and Richard L. Tucker. Mr. Adler is a partner in
Fulbright & Jaworski L.L.P., counsel to the Company.
2. Securities Subject to the Plan:
As of December 24, 1994, of an aggregate of 150,000 shares of
Common Stock authorized under the Plan, no shares had been
issued, options with respect to 16,000 shares had been granted
and were outstanding, and 134,000 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 24, 1994, six 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 24,
1994, regarding all options outstanding under the Plan:
Average Per Range of
Number of Shares Share Option Expiration Dates
Exercise Price
16,000 $8.50 1/25/04-1/24/05
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 394,981 shares of Common Stock as of December 31,
1994.
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 24, 1994, have been so incorporated in
reliance on the report of Price Waterhouse LLP, 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, 500
West Madison Street, Chicago, Illinois 60661 and Suite 1300,
World trade Center, New York, New York 10048. 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).
