<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-K/A
Amendment No. 2 to Form 10-K
(X) Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended July 2, 1994
or
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ________________.
Commission file number 1-5296
Digital Equipment Corporation
-----------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2226590
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
146 Main Street, Maynard, Massachusetts 01754-2571
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 493-5111
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered (a)
- ------------------- ---------------------------------------------
Common Stock, par value $1 New York Stock Exchange
per share Pacific Stock Exchange
Chicago Stock Exchange
Depositary shares each representing New York Stock Exchange
one-fourth of a share of 8 7/8%
Series A Cumulative Preferred Stock,
par value $1 per share
(a) In addition, shares of Common Stock of the registrant are listed on
the Montreal Exchange and certain stock exchanges in Switzerland and
Germany.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (a) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (b) has been subject to
such filing requirements for the past 90 days. YES X NO
- -
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [_]
As of September 12, 1994, 142,777,178 shares of the registrant's Common Stock,
par value $1, were issued and outstanding. The aggregate market value of
the registrant's voting stock held by non-affiliates of the registrant as of
September 12, 1994 was approximately $3.4 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1994 Annual Report to Stockholders are
incorporated by reference in Part II hereof.
Portions of the registrant's Proxy Statement for its 1994 Annual Meeting
of Stockholders, scheduled to be held on November 10, 1994, are incorporated
by reference in Part III hereof.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as
set forth on the pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) Financial statements which are incorporated herein by
reference from the Corporation's 1994 Annual Report to
Stockholders:
Report of Independent Accountants (page 35).
Consolidated Statements of Operations for fiscal years 1994,
1993 and 1992 (page 36).
Consolidated Balance Sheets as at July 2, 1994 and July 3,
1993 (page 37).
Consolidated Statements of Cash Flows for fiscal years 1994,
1993 and 1992 (page 38).
Consolidated Statements of Stockholders' Equity for fiscal
years 1994, 1993, and 1992 (page 39).
Notes to Consolidated Financial Statements (pages 40 through
53).
Eleven-Year Financial Summary (pages 26 and 27).
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Quarterly Financial Data (page 54).
The Corporation's 1994 Annual Report to Stockholders is not to be
deemed filed as part of this report except for those parts thereof
specifically incorporated herein by reference.
(2) Financial statement schedules:
Page
S-1 Report of Independent Accountants
S-2 V - Property, Plant and Equipment
S-5 VI - Accumulated Depreciation and Amortization of
Property, Plant and Equipment
S-8 VIII - Valuation and Qualifying Accounts and Reserves
S-9 X - Supplemental Income Statement Information
All other schedules have been omitted since they are not required, not
applicable or the information has been included in the financial statements
or the notes thereto.
Individual financial statements of the Corporation have been omitted
because it is primarily an operating company and the consolidated
subsidiaries are not indebted, in a material amount, to any person other
than to the parent or to other consolidated subsidiaries.
(3) Exhibits:
3(a) - Restated Articles of Organization of the Corporation dated
March 11, 1991 (filed under cover of Form SE as Exhibit
3(a) to the Corporation's Annual Report on Form 10-K for
the fiscal year ended June 29, 1991 and incorporated herein
by reference).
(b) Articles of Amendment filed with the Secretary of State of
the Commonwealth of Massachusetts on November 4, 1993
(filed as Exhibit 4.3 to the Corporation's Registration
Statement on Form S-3, No. 33-51987 and incorporated herein
by reference).
(c) Certificate of Designation filed with the Secretary of
State of the Commonwealth of Massachusetts on March 21,
1994 (filed as Exhibit 4.1 to the Corporation's Report on
Form 8-K filed on March 23, 1994 and incorporated herein by
reference).
(d) - By-laws of the Corporation, as amended (filed as Exhibit
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3(c) to the Corporation's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990 and incorporated herein
by reference).
4(a) - Rights Agreement dated as of December 11, 1989 between
the Corporation and First Chicago Trust Company of New
York, as Rights Agent (filed under cover of Form SE as
Exhibit 4.1 to the Corporation's Current Report on
Form 8-K dated December 12, 1989 and incorporated herein
by reference).
(b) - Indenture dated as of September 15, 1992 between Citibank,
N.A. as Trustee, and the Corporation ("Indenture") (filed
as Exhibit 4 to the Corporation's Registration Statement
on Form S-3, No. 33-51378 and incorporated herein by
reference).
(c) - Form of 7 1/8% Note Due 2002, issued under the
Indenture (filed as Exhibit 4.2 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended
December 26, 1992 and incorporated herein by reference).
(d) - Form of 8 5/8% Debenture due November 1, 2012, issued
under the Indenture (filed as Exhibit 4.3 to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended December 26, 1992 and incorporated herein
by reference).
(e) - Form of 7% Note Due 1997, issued under the Indenture (filed
as Exhibit 4.4 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended December 26, 1992 and
incorporated herein by reference).
(f) - Form of 7 3/4% Debenture due April 1, 2023, issued under
the Indenture (filed as Exhibit 4.2 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended
March 27, 1993 and incorporated herein by reference).
10(a) - 1968 Employee Stock Purchase Plan (filed as Exhibit 99 to
the Corporation's Registration Statement on Form S-8, No.
33-50963 and incorporated herein by reference).*
(b) - 1976 Restricted Stock Option Plan, as amended (filed
as Exhibit 10(b) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended June 27, 1992 and
incorporated herein by reference).*
(c) - 1981 International Employee Stock Purchase Plan
(filed as Exhibit 99 to the Corporation's Registration
Statement on Form S-8, No. 33-50945 and incorporated herein
by reference).*
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(d) - 1985 Restricted Stock Option Plan, as amended (filed under
cover of Form SE as Exhibit 10(d) to the Corporation's Annual
Report on From 10-K for the fiscal year ended July 1, 1989 and
incorporated herein by reference).*
(e) - 1990 Equity Plan (contained in the prospectus included
in the Corporation's Registration Statement on Form S-8,
No. 33-37631 and incorporated herein by reference).*
(f) - 1990 Stock Option Plan for Nonemployee Directors
(contained in the prospectus included in the Corporation's
Registration Statement on Form S-8, No. 33-37628 and
incorporated herein by reference).*
(g) - Deferred Compensation Plan for Non-Employee Directors as
Amended and Restated Effective 18 May 1987 and as further
amended on 22 April 1991 (filed under cover of Form SE as
Exhibit 10(g) to the Corporation's Annual Report on Form
10-K for the fiscal year ended June 29, 1991 and
incorporated herein by reference).*
(h) - Retirement Arrangement for Non-Employee Directors (filed as
Exhibit 10(g) to the Corporation's Annual Report on Form
10-K for the fiscal year ended June 27, 1987 and incorporated
herein by reference).*
(i) - Form of Indemnification Agreement in effect between the
Corporation and each of its officers and directors (filed as
Exhibit 10(g) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended July 2, 1988 and incorporated
herein by reference).*
(j) - Digital Equipment Corporation Restoration Pension Plan
effective as of May 1, 1992 (filed as Exhibit 10(j) to
the Corporation's Annual Report on Form 10-K for the
fiscal year ended June 27, 1992 and incorporated herein
by reference).*
(k) - Digital Equipment Corporation fiscal year 1995 Cash
Incentive Plan.*
(l) - Letter Agreement from the Corporation to Enrico Pesatori dated
as of February 2, 1993; Agreement between the Corporation and
Edward E. Lucente, dated as of April 29, 1994; and Agreement
between the Corporation and Gresham T. Brebach, Jr., dated as
of August 8, 1994.*
11 - Computation of net income/(loss) per share.
13 - The Corporation's 1994 Annual Report to Stockholders, certain
portions of which have been incorporated herein by
reference.
22 - List of Subsidiaries.
24 - Consent of independent accountants.
27 - Financial Data Schedule
*Indicates management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K:
The Corporation filed with the Securities and Exchange Commission a
Report on Form 8-K on April 21, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL EQUIPMENT CORPORATION
(Registrant)
Dated: December 8, 1994 By: /s/ Gail S. Mann
-----------------------------------
Gail S. Mann
Vice President, Secretary and Clerk
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements of the Corporation for the fiscal year ended
July 2, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-02-1994
<PERIOD-START> JUL-04-1993
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<RECEIVABLES> 3,430,779
<ALLOWANCES> 111,925
<INVENTORY> 2,063,978
<CURRENT-ASSETS> 6,888,371
<PP&E> 7,020,889
<DEPRECIATION> 3,891,400
<TOTAL-ASSETS> 10,579,771
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0
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<INCOME-TAX> 85,043
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