As filed with the Securities and Exchange Commission on July 18, 1997
Registration No. __
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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 (I.R.S. Employer Identification
Incorporation or Organization) Number)
4400 Computer Drive
Westboro, MA 01580
(508) 898-5000
(Address of Principal Executive Offices) (Zip Code)
DATA GENERAL CORPORATION
1997 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
RONALD L. SKATES
DATA GENERAL CORPORATION
4400 Computer Drive
Westboro, MA 01580
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent For Service: (508) 898-5000
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
(212) 318-3000
fax: (212) 752-5958
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1) share(2) price (2) registration fee
----------------------------- ---------------------- ----------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 3,500,000 $28 11/16 $100,406,250 $30,427
value
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<FN>
(1) Plus such additional indeterminable number of shares as may be required
pursuant to the Data General Corporation 1997 Non-Officer Employee
Stock Option Plan in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Stock.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee, based on the closing price of the
Common Stock as reported on the New York Stock Exchange on July 14,
1997.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who participate in the Data
General Corporation 1997 Non-Officer Employee Stock Option Plan adopted by Data
General Corporation and are not being filed with or included in this Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Data General Corporation (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended September 28, 1996.
(ii) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 28, 1996.
(iii) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997.
(iv) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
dated November 7, 1973, as amended on February 28,
1985 and April 12, 1985.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
Carl E. Kaplan, Secretary of the Company, is a partner in
Fulbright & Jaworski L.L.P., and Frederick R. Adler, a Director and Chairman of
the Executive Committee of the Board of Directors of the Company, is of counsel
to Fulbright & Jaworski L.L.P. Messrs. Kaplan and Adler and certain other
partners of Fulbright & Jaworski L.L.P. beneficially owned an aggregate of
418,981 shares of Common Stock of the Company as of May 12, 1997.
Item 6. Indemnification of Directors and Officers
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 TENTH of the
Company's Restated Certificate of Incorporation and Article VI of the Company's
By-Laws contain provisions for the indemnification of directors, officers and
employees within the limitations permitted by Section 145. The Company has also
entered into indemnification agreements with its directors and officers based on
the indemnification provisions in Section 145.
The Company carries a directors' and officers' liability
insurance policy which provides for payment of certain liability claims and the
related 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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4 -- Restated Certificate of Incorporation(incorporated
by reference to that Restated Certificate of
Incorporation, as amended, previously filed as
Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 27,
1986)
5 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Independent Accountants
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5).
24 -- Power of Attorney (included in signature page).
II-2
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and,
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<PAGE>
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person of the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Westboro, Massachusetts on the 18th day of July, 1997.
DATA GENERAL CORPORATION
By: /s/ Ronald L. Skates
--------------------
Ronald L. Skates
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the 1997
Non-Officer Employee Stock Option Plan Committee of the Board of Directors has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Westboro, Massachusetts on the
18th day of July,1997.
DATA GENERAL CORPORATION
1997 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
By: /s/ Ferdinand Colloredo-Mansfeld
--------------------------------
Ferdinand Colloredo-Mansfeld
By: /s/ Donald H. Trautlein
--------------------------------
Donald H. Trautlein
By: /s/ Richard L. Tucker
--------------------------------
Richard L. Tucker
By: /s/ W. Nicholas Thorndike
--------------------------------
W. Nicholas Thorndike
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Ronald L. Skates and Robert C.
McBride, or either of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and
<PAGE>
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Ronald L. Skates
- -------------------------------- President, Chief July 18, 1997
Ronald L. Skates Executive Officer, Director,
(Principle Executive Officer)
/s/ Frederick R. Adler
- -------------------------------- Chairman of Executive July 18, 1997
Frederick R. Adler Committee of Board of
Directors; Director
/s/ Arthur W. DeMelle
- -------------------------------- Senior Vice President; July 18, 1997
Arthur W. DeMelle Chief Financial Officer;
Chief Accounting Officer
/s/ Ferdinand Colloredo-Mansfeld
- -------------------------------- Director July 18, 1997
Ferdinand Colloredo-Mansfeld
/s/ Donald H. Trautlein
- -------------------------------- Director July 18, 1997
Donald H. Trautlein
/s/ Richard L. Tucker
- -------------------------------- Director July 18, 1997
Richard L. Tucker
/s/ W. Nicholas Thorndike
- -------------------------------- Director July 18, 1997
W. Nicholas Thorndike
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4 -- Restated Certificate of Incorporation (incorporated
by reference to that Restated Certificate of
Incorporation, as amended, previously filed as
Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 27,
1986)
5 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Independent Accountants
23.2 -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5).
24 -- Power of Attorney (included in signature page).
FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103-3198
telephone: 212/318-3000 Houston
facsimile: 212/752-5958 Washington, D.C.
Austin
San Antonio
Dallas
New York
Los Angeles
London
Hong Kong
Exhibit 5
July 18, 1997
DATA GENERAL CORPORATION
4400 Computer Drive
Westboro, Massachusetts 01580
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Data General Corporation, a Delaware corporation (the "Company"), relating to
3,500,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock") to be issued under the Data General Corporation 1997 Non-Officer
Employee Stock Option Plan (the "Plan").
As counsel to the Company, we have examined such corporate
records, other documents and such questions of law as we have deemed necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plan and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Data General Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 30, 1996, which appears in the
1996 Annual Report to Stockholders of Data General Corporation, which is
incorporated by reference in the Annual Report on Form 10-K for the year ended
September 28, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 21 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
Boston, Massachusetts
July 17, 1997
