<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
DATA GENERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2436397
-------------------------- -------------------
(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
4400 Computer Drive
Westboro, Massachusetts 01580
- ---------------------------------------- ----------
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A(c)(1) please check the following box. [ x ]
If this Form relates to the registration of a class of debt securities pursuant
to Section 12(g) of the Exchange Act and is to become effective simultaneously
with the effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registerered
------------------- --------------------------------
6% Convertible
Subordinated Notes
due 2004 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The Registrant's 6% Convertible Subordinated Notes due 2004 (the
"Notes") are to be registered. The description of the Notes contained under the
caption "Description of Notes" on pages 9 to 20 of the Registrant's Registration
Statement on Form S-3 (No. 333-30199) relating to the Notes is incorporated
herein by reference.
Item 2. Exhibits
The securities described herein are to be registered on the New
York Stock Exchange, on which the Registrant's (i) Common Stock, $.01 par value
per share and (ii) Rights to Purchase Series A Junior Participating Preferred
Stock are registered. Accordingly, the following exhibits have been attached
hereto in accordance with the Instructions as to Exhibits to Form 8-A:
1. Indenture dated as of May 21, 1997, between the Registrant and The
Bank of New York, as Trustee, relating to the Registrant's 6%
Convertible Subordinated Notes due 2004, incorporated herein by
reference to the Company's Registration Statement on Form S-3
(File No. 333-30199).
2. Form of Registrant's 6% Convertible Subordinated Note due 2004.
3. Restated Certificate of Incorporation of the Registrant, as amended,
including the Registrant's Certificate of Designation dated October
17, 1986 (incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 27, 1986).
4. Certificate of Increase dated November 26, 1997 and filed with the
Delaware Secretary of State on December 1, 1997.
5. Amendment to Certificate of Incorporation of the Registrant, filed
January 29, 1987 (incorporated by reference to the Registrant's
Quarterly Report of Form 10-Q for the quarter ended March 28, 1987).
6. By-laws, as amended (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended September 27, 1997).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
DATA GENERAL CORPORATION
By: /s/ Arthur W. DeMelle
-----------------------
Arthur W. DeMelle
Senior Vice President
Chief Financial Officer
Date: March 16, 1998
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
-------- ------------
1. Indenture dated as of May 21, 1997, between the Registrant and
The Bank of New York, as Trustee, relating to the Registrant's
6% Convertible Subordinated Notes due 2004, incorporated herein
by reference to the Company's Registration Statement on Form
S-3 (File No. 333-30199)
2. Form of Registrant's 6% Convertible Subordinated Note due 2004.
3. Restated Certificate of Incorporation of the Registrant, as
amended, including the Registrant's Certificate of Designation
dated October 17, 1986 (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 27, 1986).
4. Certificate of Increase dated November 26, 1997 and filed with
the Delaware Secretary of State on December 1, 1997.
5. Amendment to Certificate of Incorporation of the Registrant,
filed January 29, 1987 (incorporated by reference to the
Registrant's Quarterly Report of Form 10-Q for the quarter ended
March 28, 1987).
6. By-laws, as amended (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
September 27, 1997).
EXHIBIT 2
REGISTERED REGISTERED
Number DATA GENERAL CORPORATION $__________
R - _________ 6% CONVERTIBLE SUBORDINATED NOTE DUE 2004
CUSIP 237688 AG 1
Data General Corporation, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company"),
which term includes any successor corporation under the Indenture referred to on
the reverse hereof, for value received hereby promises to pay to
__________________________or registered assigns, the principal sum of
___________________ ($________) on May 15, 2004, at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, or, at the option of the holder of this Note, at the Corporate Trust
Office, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest, semi-annually on May 15 and November 15 of each year,
commencing November 15, 1997, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum of 6%, from May 15 or November 15,
as the case may be, next preceding the date of this Note to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of this
Note, or unless no interest has been paid or duly provided for on the Notes, in
which case from May 21, 1997, until payment of said principal sum has been made
or duly provided for. Notwithstanding the foregoing, if the date hereof is after
any April 30 or October 31, as the case may be, and before the following May 15
or November 15, this Note shall bear interest from such May 15 or November 15;
provided, however, that if the Company shall default in the payment of interest
due on such May 15 or November 15, then this Note shall bear interest from the
next preceding May 15 or November 15 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from May 21, 1997. The interest payable on the Note pursuant to the Indenture on
any May 15 or November 15 will be paid to the person entitled thereto as it
appears in the Note register at the close of business on the record date, which
shall be the April 30 or October 31 (whether or not a Business Day) next
preceding such May 15 or November 15, as provided in the Indenture; provided
that any such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. Interest may, at the option of the Company, be
paid by check mailed to the registered address of such person.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Stock of the Company on the terms and subject to the limitations
referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with and governed by
the laws of New York, without regard to principles of conflicts of laws.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
[DATA GENERAL CORPORATION] DATA GENERAL CORPORATION
[CORPORATE SEAL]
[1968]
[DELAWARE]
Attest: By:
/s/ Carl E. Kaplan /s/ Ronald L. Skates
------------------ --------------------
SECRETARY PRESIDENT & DIRECTOR
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-named Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By:_________________________________________
Authorized Signatory
By:_________________________________________
As Authenticating Agent (if different from Trustee)
<PAGE>
[FORM OF REVERSE OF NOTE]
DATA GENERAL CORPORATION
6% CONVERTIBLE SUBORDINATED NOTE DUE 2004
This Note is one of a duly authorized issue of Notes of the Company,
designated as its 6% Convertible Subordinated Notes due 2004 (herein called the
"Notes"), limited to the aggregate principal amount of $212,750,000 all issued
or to be issued under and pursuant to an indenture dated as of May 21, 1997
(herein called the "Indenture"), between the Company and The Bank of New York,
as trustee (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Notes.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of and accrued interest on all Notes
may be declared, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or premium, if any, thereon, or reduce any amount payable on redemption
thereof, or impair the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Note, or modify
the provisions of the Indenture with respect to the subordination of the Notes
in a manner adverse to the Noteholders in any material respect, or change the
obligation of the Company to make redemption of any Note upon the happening of a
Fundamental Change in a manner adverse to the holder of the Notes, or impair the
right to convert the Notes into Common Stock subject to the terms set forth in
the Indenture, including Section 15.6 thereof, without the consent of the holder
of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Notes then outstanding. It is also
provided in the Indenture that, prior to any declaration accelerating the
maturity of the Notes, the holders of a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the holders of all of the
Notes waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of interest or any premium on or
the principal of any of the Notes, a default in the payment of redemption price
pursuant to Article III or a failure by the Company to convert any Notes into
Common Stock of the Company. Any such consent or waiver by the holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitute hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination. Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.
Interest on the Notes shall be computed on the basis of a year of twelve
30-day months.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.
The Notes will not be redeemable at the option of the Company prior to
May 18, 2000. At any time on or after May 18, 2000, and prior to maturity, the
Notes may be redeemed at the option of the Company as a whole, or from time to
time in part, upon mailing a notice of such redemption not less than 30 days
before the date fixed for redemption to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at the following
optional redemption prices (expressed as percentages of the principal amount),
together in each case with accrued interest to, but excluding, the date fixed
for redemption:
If redeemed during the 12-month period beginning May 18, 2000 and ending May 14,
2001 at a redemption price of 103.429%, and if redeemed during the 12-month
period beginning May 15:
Year Percentage
2001.............................102.571%
2002.............................101.714%
2003.............................100.857%
and 100% at May 15, 2004; provided, that if the date fixed for redemption is on
May 15 or November 15, then the interest payable on such date shall be paid to
the holder of record on the next preceding April 30 or October 31, respectively.
The Notes are not subject to redemption through the operation of any
sinking fund.
If a Fundamental Change (as defined in the Indenture) occurs at any time
prior to May 15, 2004, the Notes will be redeemable on the 30th day after notice
thereof at the option of the holder. Such payment shall be made at 106.000% from
the date of initial issuance of the Notes until May 14, 1998; at 105.143% from
May 15, 1998 until May 14, 1999; at 104.286% from May 15, 1999 through May 17,
2000; at 103.429% from May 18, 2000 until May 14, 2001, and at the following
prices (expressed as percentages of the principal amount) in the event of a
Fundamental Change occurring during the 12-month period beginning May 15:
Year Percentage
2001.............................102.571%
2002.............................101.714%
2003.............................100.857%
and 100% at May 15, 2004; provided in each case that if the Applicable Price (as
defined in the Indenture) is less than the Reference Market Price (as defined in
the Indenture), the Company shall redeem such Notes at a price equal to the
foregoing repayment price multiplied by the fraction obtained by dividing the
Applicable Price by the Reference Market Price. In each case, the Company shall
also pay accrued interest, if any, on such Notes to, but excluding, the
repayment date; provided, that if such repayment date is May 15 or November 15,
then the interest payable on such date shall be paid to the holder of record of
the Note on the next preceding April 30 or October 31. The Company shall mail to
all holders of record of the Notes a notice of the occurrence of a Fundamental
Change and of the redemption right arising as a result thereof on or before the
10th day after the occurrence of such Fundamental Change. For a Note to be so
repaid at the option of the holder, the Company must receive at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, such Note with the form entitled "Option to Elect
Repayment Upon a Fundamental Change" on the reverse thereof duly completed,
together with such Notes duly endorsed for transfer, on or before the 30th day
after the date of such notice (or if such 30th day is not a Business Day, the
immediately preceding Business Day).
Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after 90 days following the latest date of
original issuance of the Notes and prior to the close of business on May 15,
2004, or, as to all or any portion hereof called for redemption, prior to the
close of business on the Business Day immediately preceding the date fixed for
redemption (unless the Company shall default in payment due upon redemption
thereof), to convert the principal hereof or any portion of such principal which
is $1,000 or an integral multiple thereof, into that number of shares of
Company's Common Stock, as said shares shall be constituted at the date of
conversion, obtained by dividing the principal amount of this Note or portion
thereof to be converted by the Conversion Price of $26.194 or such Conversion
Price as adjusted from time to time as provided in the Indenture, upon surrender
of this Note, together with a conversion notice as provided in the Indenture, to
the Company at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, or at the option of such
holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the holder or by his duly authorized attorney. No adjustment in
respect of interest or dividends will be made upon any conversion; provided,
however, that if this Note shall be surrendered for conversion during the period
from the close of business on any record date for the payment of interest to the
close of business on the Business Day preceding the interest payment date, this
Note (unless it or the portion being converted shall have been called for
redemption during the period from the close of business on any record date for
the payment of interest to the close of business on the Business Day preceding
the interest payment date) must be accompanied by an amount, in New York
Clearing House funds or other funds acceptable to the Company, equal to the
interest payable on such interest payment date on the principal amount being
converted. No fractional shares will be issued upon any conversion, but an
adjustment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would otherwise be issuable upon the surrender of any
Note or Notes for conversion.
Any Notes called for redemption, unless surrendered for conversion on or
before the close of business on the date fixed for redemption, may be deemed to
be purchased from the holder of such Notes at an amount equal to the applicable
redemption price, together with accrued interest to the date fixed for
redemption, by one or more investment bankers or other purchasers who may agree
with the Company to purchase such Notes from the holders thereof and convert
them into Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Company, the Trustee, any authenticating agent, any paying agent,
any conversion agent and any Note registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any other conversion agent nor any
Note registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.
No recourse for the payment of the principal of or any premium or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer or
director or subsidiary, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to principles of conflicts of laws.
Terms used in this Note and defined in the Indenture are used herein as
therein defined.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ___(Cust)____ Custodian _____(Minor)_____ under Uniform
Gifts to Minors Act_____(State)___
Additional abbreviations may also be used though not in the above list.
----------------------------------------------------------
CONVERSION NOTICE
To: DATA GENERAL CORPORATION
The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Data General Corporation in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and deliverable
upon such conversion, together with any check in payment for fractional shares
and any Notes representing any unconverted principal amount hereof, be issued
and delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
check the appropriate box below and pay all transfer taxes payable with respect
thereto. Any amount required to be paid to the undersigned on account of
interest accompanies this Note.
Dated: __________________________________
_________________________________
Signature(s)
_________________________________
Signature Guarantee
Fill in for registration of shares Principal amount to be converted
of Common Stock if to be issued,
and Notes if to be delivered, (if less than all): $____________
other than to and in the name
of the registered holder: _________________________________
Social Security or Other Taxpayer
Identification Number
__________________________________
(Name)
__________________________________
(Street Address)
__________________________________
(City, State and Zip Code)
Please print name and address
----------------------------------------------------------
ASSIGNMENT
For value received________________hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints
________________________________________________________________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
----------------------------------------------------------
OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE
TO: DATA GENERAL CORPORATION
The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Data General Corporation (the "Company")
as to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to repay the entire principal amount of this
Note, or the portion thereof (which is $1,000 or an integral multiple thereof)
below designated, in accordance with the terms of the Indenture referred to in
this Note at the redemption price, together with accrued interest to, but
excluding, such date, to the registered holder hereof.
Dated:_______________ _____________________________________
_____________________________________
Signature(s)
NOTICE: The above signatures of the
holder(s) hereof must correspond
with the name as written upon the
face of the Note in every particular
without alteration or enlargement or
any change whatever.
Principal amount to be converted (if
less than all):$_____________________
_____________________________________
Social Security or Other Taxpayer
Identification Number
EXHIBIT 4
DATA GENERAL CORPORATION
CERTIFICATE OF INCREASE
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE UNDERSIGNED, Ronald L. Skates and Carl E. Kaplan, the
President and Secretary, respectively, of Data General Corporation,
a corporation organized and existing under the General Corporation Law of
the State of Delaware (the "Corporation"), DO HEREBY CERTIFY:
FIRST: that, pursuant to authority expressly vested in the Board of
Directors of the Corporation by the provisions of its Certificate of
Incorporation, the Board of Directors adopted the following resolution:
RESOLVED, that the number of shares constituting the
Series A Junior Participating Preferred Stock, as
previously designated by a Certificate of Designation
filed October 20, 1986, is hereby increased to six
hundred thousand (600,000) shares, and in connection
therewith, the proper officer or officers of the
Corporation are, and each of them hereby is,
authorized and directed, in the name and on behalf of
the Corporation, to file or cause to be filed the
necessary certificate effecting such increase with the
Secretary of State of the State of Delaware, to cause a
copy thereof to be recorded in the office of the Recorder
of New Castle County, Delaware, and to file with the
proper state official of any state in which the
Corporation is authorized to do business as a foreign
corporation, such evidence of said increase or other
instrument as may be required by the laws of such state.
SECOND: that, pursuant to this resolution, the number of shares of
preferred stock designated as "Series A Junior Participating Preferred
Stock" is six hundred thousand (600,000) shares.
IN WITNESS WHEREOF, this Certificate has been signed by the
President of the Corporation this 26th day of November, 1997.
DATA GENERAL CORPORATION
By: ____/s/ Ronald L. Skates ______
Ronald L. Skates
President
ATTEST:
_______/s/ Carl E. Kaplan _________
Carl E. Kaplan
Secretary
