As filed with the Securities and Exchange Commission on November 15, 1994
Registration No. 33-_____
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DIGITAL EQUIPMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 04-2226590
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
146 Main Street, Maynard, Massachusetts 01754
(Address of Principal Executive Offices) (Zip Code)
______________________________
DIGITAL EQUIPMENT CORPORATION
1968 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Gail S. Mann
Digital Equipment Corporation
111 Powdermill Road
Maynard, MA 01754
(Name and address of agent for service)
(508) 493-5111
(Telephone number, including area code, of agent for service)
______________________________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Title of Proposed Proposed Amount of
securities Amount maximum maximum registra-
to be to be offering price aggregate offer- tion
registered registered per share (1) ing price (1) fee (2)
Common stock 5,000,000 $30.75 $153,750,000 $53,018
(par Value shares
$1.00)
(1) The price of $30.75 per share, which was the average of the high
and low prices of the Common Stock as reported in the consolidated
reporting system on November 10, 1994, is set forth solely for purposes of
calculating the registration fee.
(2) This Registration Statement relates to 38,800,000 shares of Common
Stock previously registered on Form S-8, Nos. 2-30342, 2-54681, 2-73946,
33-969, 33-25280, 33-43922 and 33-50963, and to 5,000,000 additional shares
registered hereby. Pursuant to Instruction E to Form S-8, the filing fee
is being paid only with respect to the 5,000,000 shares not previously
registered.
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which registration statements filed on this
form relating to the 1968 Employee Stock Purchase Plan are effective.
Pursuant to General Instruction E, the registrant incorporates by reference
the following information from the registrant's prior registration
statement on Form S-8 (Registration No. 33-25280):
Information to be Incorporated by Reference
1. Item 3, "Incorporation of Certain Documents by Reference" (p. 2 of
Registration No. 33-25280).
2. Item 4, "Description of Securities" (p. 19 of Registration No.
33-25280), as updated by the section entitled "Information Regarding
Classification of the Board of Directors" contained in the registrant's
definitive Proxy Statement dated September 14, 1990.
3. Item 6, "Indemnification of Directors and Officers" (pp. II-1 to II-2
of Registration No. 33-25280).
Information Required in the Registration Statement
Item 5. "Interest of Named Experts and Counsel." None.
Item 7. "Exemption from Registration Claimed." Not Applicable.
Item 8. "Exhibits." The Exhibit Index immediately preceding the exhibits
is incorporated herein by reference.
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
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate
represent a fundamental change in the information set
forth in the registration statement;
(ii) 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 the paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if 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 section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
2
<PAGE>
(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 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.
(c) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
in Item 6, 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 Act and is, therefore,
unenforceable. In the event that 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 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 questions whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
3
<PAGE>
POWER OF ATTORNEY
I, the undersigned director or officer of Digital Equipment
Corporation, a Massachusetts corporation, do hereby severally constitute
and appoint Robert B. Palmer, Gail S. Mann and Thomas C. Siekman, and each
of them alone, to be true, sufficient and lawful attorneys for me, to sign
for me and in my name in the capacity or capacities indicated below any and
all post-effective amendments to this Registration Statement and all other
documents relating thereto.
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 the City of Boston, Commonwealth of
Massachusetts, on this 10th day of November, 1994.
DIGITAL EQUIPMENT CORPORATION
By: /s/ Robert P. Palmer
Robert B. Palmer, President
and Chief Executive Officer
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 date indicated.
Signature Title Date
President and Chief
Executive Officer
/s/Robert B. Palmer (Principal Executive
Robert B. Palmer Officer) and Director November 10, 1994
Vice President, Finance
and Chief Financial Officer
/s/Vincent J. Mullarkey (Principal Financial
Vincent J. Mullarkey Officer) November 10, 1994
Vice President and
Corporate Controller
/s/E. C. Prokopis (Principal Accounting
E. C. Prokopis Officer) November 10, 1994
/s/Vernon R. Alden Director November 10, 1994
Vernon R. Alden
/s/Philip Caldwell Director November 10, 1994
Philip Caldwell
__________________ Director November 10, 1994
Colby H. Chandler
4
<PAGE>
/s/Arnaud de Vitry Director November 10, 1994
Arnaud de Vitry
/s/Robert R. Everett Director November 10, 1994
Robert R. Everett
/s/Kathleen F. Feldstein Director November 10, 1994
Kathleen F. Feldstein
/s/Thomas P. Gerrity Director November 10, 1994
Thomas P. Gerrity
/s/Thomas L. Phillips Director November 10, 1994
Thomas L. Phillips
/s/Delbert C. Staley Director November 10, 1994
Delbert C. Staley
5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Rights Agreement dated as of December 11, 1989 between
the Company and First Chicago Trust Company of New York,
as Rights Agent (filed under cover of Form SE as Exhibit
4.1 to the Company's Current Report on Form 8-K dated
December 12, 1989 and incorporated herein by reference).
5 Opinion of Counsel.
22 Consent of Counsel (included in Exhibit 5).
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (contained on page 4 of this
Registration Statement).
99 Digital Equipment Corporation 1968 Employee Stock
Purchase Plan.
6
EXHIBIT 5
15 November 1994
Digital Equipment Corporation
146 Main Street
Maynard, Massachusetts 01754
Re: Registration Statement on Form S-8
Relating to the Digital Equipment Corporation
1968 Employee Stock Purchase Plan (the "Plan")
Ladies and Gentlemen:
I am Vice President, Clerk, Secretary and Assistant General Counsel of
Digital Equipment Corporation (the "Corporation"), a Massachusetts
corporation. I am of the opinion that the 5,000,000 shares of Common
Stock, par value $1.00 per share, proposed to be issued by the
Corporation pursuant to the Plan will be legally issued, fully-paid and
nonassessable after the issuance of such shares in accordance with the
terms of the Plan.
I am further of the opinion that no action of any governmental
authority is necessary for the issuance and sale of such shares by the
Corporation except that the above-referenced Registration Statement
shall have become effective and such action as may be necessary under
the securities laws of the several states shall have been taken.
I hereby consent to the filing of this opinion as Exhibit 5 to the
above-referenced Registration Statement.
Very truly yours,
/s/ Gail S. Mann
Gail S. Mann
Vice President, Clerk, Secretary
and Assistant General Counsel
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Digital Equipment Corporation 1968
Employee Stock Purchase Plan of our reports dated July 26, 1994, on our
audits of the consolidated financial statements and financial statement
schedules of Digital Equipment Corporation as of July 2, 1994 and
July 3, 1993 and for each of the three years in the period ended
July 2, 1994, which reports are contained in or incorporated by
reference in the Corporation's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 14, 1994 Coopers & Lybrand L.L.P.
EXHIBIT 99
DIGITAL EQUIPMENT CORPORATION
1968 EMPLOYEE STOCK PURCHASE PLAN
Article 1 -- Purpose
This Employee Stock Purchase Plan (the 'Plan') is intended as an
incentive and to encourage stock ownership by all eligible employees of
Digital Equipment Corporation (the 'Company') and 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 1954 Internal Revenue Code.
Article 2 -- Eligible Employees
All employees of the Company or any of its participating subsidiaries
who have completed six months 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
six months or more on the first day of the Payment Period shall receive
their options as of such day. Persons who attain the status of employment
for six months 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 eligible employees. In no event may an employee
be granted an option if such employee is a director of the Company or 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 1954
Internal Revenue Code. For purposes of determining stock ownership under
this paragraph, the rules of Section 425(d) of the 1954 Internal Revenue
Code shall apply and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.
Article 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 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 the Plan is
43,800,000, subject to increase or decrease by reason of stock split-ups,
reclassifications, stock dividends, changes in par value and the like.
<PAGE>
Article 4 -- Payment Periods And Stock Options
The six-month periods, June 1 to November 30 and December 1 to May 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 does
not exceed the greater of the number of shares equal in value to 10% of the
employee's total compensation divided by the price determined in accordance
with (i) below, or 600 shares, on condition that such employee remains
eligible to participate in the Plan throughout such Payment Period. The
foregoing limitation on the number of shares which may be granted in any
Payment Period is subject to increase or decrease by reason of stock
split-ups, reclassifications, stock dividends, changes in par value and the
like. The participant shall be entitled to exercise such options so granted
only to the extent of his accumulated payroll deductions on the last day of
such Payment Period. The Option Price for each Payment Period shall be the
lesser of (i) 85% of the average market price of the Company's Common Stock
on the first business day of the Payment Period, rounded up to avoid
fractions other than 1/4, 1/2 and 3/4, or (ii) 85% of the average market
price of the Company's Common Stock on the last business day of the Payment
Period, rounded up to avoid fractions other than 1/4, 1/2 and 3/4. 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 the
average of the high and low prices of the Common Stock of the Company on
the New York Stock Exchange or such other national securities exchange as
shall be designated by the Board of Directors.
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 1954 Internal Revenue
Code.
Article 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.
Article 6 -- Supplementary Contributions And Unused Payroll Deductions
(a) Only full shares of Common Stock may be purchased under the Plan.
Subject to the limitations set forth below, unused payroll deductions
remaining in an employee's account at the end of a Payment Period will be
carried forward to the succeeding Payment Period. However, in no event will
the amount of unused payroll deductions carried forward from a Payment
Period exceed the Option Price per share for that Payment Period. If for
any Payment Period the amount of unused payroll deductions should exceed
the Option Price per share of stock, the amount of the excess for any
participant shall be refunded to such participant.
(b) An employee who has completed a Payment Period shall have the right
to make a supplementary contribution in an amount equal to the Option Price
for the most recently completed Payment Period less the unused payroll
deductions being carried forward. Such supplementary contributions will be
made by additional payroll deductions. The election to make a supplementary
contribution shall be made by written notice received by the Investor
Services Department no later than 10 days after the beginning of the
Payment Period in which the supplementary contribution is to be made and
shall remain in effect through all succeeding Payment Periods until revoked
by written notice received by the Investor Services Department no later
than 10 days after the beginning of the Payment Period to which such notice
applies.
(c) An employee initially entering the Plan will be permitted to make a
supplementary contribution in an amount equal to the Option Price for the
most recently completed Payment Period. An election to make such
supplementary contribution shall be made by written notice received by
the Investor Services Department no later than 10 days after the beginning
of the Payment Period in which the employee's supplementary contribution is
to be made. An election under this paragraph by an employee initially
entering the Plan shall constitute an election to make supplementary
contributions for succeeding Payment Periods, subject to the terms and
conditions of paragraph (b) above.
Article 7 -- Authorization For Entering Plan
An employee may enter the Plan by filling out, signing and delivering to
the Investor Services Department an Authorization:
(a) stating the amount to be deducted regularly from his 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 is to
be issued as provided under Article 11 hereof.
Such Authorization must be received by the Investor Services 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 deductions and purchases under the Authorization he 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.
Article 8 -- Maximum Amount Of Payroll Deductions
An employee may authorize payroll deductions in an amount not less than
2% but not more than 10% of his total compensation. In addition, an
employee shall be entitled to make supplementary contributions pursuant to
Article 6 hereof.
Article 9 -- Change In Payroll Deductions
Deductions may be increased or decreased only once in a Payment Period.
A new Authorization will be required and must be received by the Investor
Services Department.
Article 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 Investor Services Department, in which event the
Company will promptly refund the entire balance of his deductions not
theretofore used to purchase stock under the Plan.
<PAGE>
An employee who withdraws from the Plan is like an employee who has
never entered the Plan. To re-enter, he 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 withdrawal.
Article 11 -- Issuance Of Stock
A participant will receive Statements of Ownership for stock purchased
under the Plan, or may elect to receive stock certificates instead of
Statements of Ownership.
Stock purchased under the Plan will be issued only in the name of the
employee, or if his Authorization so specifies, in the name of the employee
and another person of legal age as joint tenants with rights of
survivorship.
Article 12 -- No Transfer Or Assignment Of Employee's Rights
An employee's rights under the Plan are his 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 him.
Article 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
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 on the day the interruption occurs.
Article 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 purpose 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 Articles 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.
Article 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 own affairs. An employee may, therefore,
sell stock purchased under the Plan at any time he 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 grant of the
applicable option showing the number of such shares disposed of. The
employee assumes the risk of any market fluctuations in the price of such
stock.
Article 16 -- Company's Payment Of Expenses Related To Plan
The Company will bear all costs of administering and carrying out the
Plan.
Article 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 designation
before or after the Plan is approved by the stockholders.
Article 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 or
approved in writing by a majority of the members of the Committee, shall be
the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions
of the Plan or of any option 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.
Article 19 -- Optionees Not Stockholders
Neither the granting of an option to any employee nor the deductions
from his pay shall constitute such employee a stockholder of the shares
covered by an option until such shares have been purchased by and issued to
him.
Article 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.
Article 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.
Article 22 -- Withholding Of Additional Federal Income Tax
The Company, in accordance with Section 3402(a) of the 1954 Internal
Revenue 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 includible in the employee's
gross income.
Article 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. The Plan was adopted by the Board of Directors on May 13, 1968.
The Plan was approved by the stockholders on October 29, 1968.
