<PAGE> 1
As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-
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)
111 Powdermill Road - MSO2, Maynard, Massachusetts 01754
(Address of principal executive offices) (Zip Code)
Digital Equipment Corporation 1968 Employee Stock Purchase Plan
Digital Equipment Corporation 1981 International Employee Stock Purchase Plan
(Full title of the plans)
-------------------------
Gail S. Mann
Digital Equipment Corporation
111 Powdermill Road - MSO2-3/F13
Maynard, Massachusetts 01754-1499
(508) 493-5111
(Name, address including zip code and telephone number,
including area code, of agent for service)
--------------------------
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Registered Amount to be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock (Par Value $1.00) 5,000,000(2) $34.125 $170,625,000 $51,704.55
Common Stock (Par Value $1.00) 2,500,000(3) $34.125 $ 85,312,500 $25,852.27
TOTAL: 7,500,000 shares $34.125 $255,937,500 $77,556.82
==========
<FN>
(1) The price of $34.125 per share, which is the average of the high and low prices reported on the New York Stock
Exchange on November 21, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule
457(c).
(2) Represents shares of Common Stock to be issued under Registrant's 1968 Employee Stock Purchase Plan.
(3) Represents shares of Common Stock to be issued under Registrant's 1981 International Employee Stock Purchase
Plan.
</TABLE>
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June
29, 1996(and the documents incorporated by reference therein);
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1996; and
(c) The section entitled "Description of Common Stock" contained in the
prospectus included in the Registrant's Registration Statement No.
33-25280, and the section entitled "Information Regarding the
Classification of the Board of Directors" contained in the Registrant's
definitive Proxy Statement dated September 14, 1990.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which
2
<PAGE> 4
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Page II-1 of Registrant's Registration Statement No. 33-51987 is
incorporated by reference herein.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is incorporated by
reference herein.
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;
(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;
3
<PAGE> 5
PROVIDED, HOWEVER, that 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 with or furnished to the Commission 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) 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, 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.
(c) 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 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 question 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.
4
<PAGE> 6
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 14th
day of November, 1996.
DIGITAL EQUIPMENT CORPORATION
By: /s/ Robert B. Palmer
-----------------------------------
Robert B. Palmer, Chairman of the
Board, 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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert B. Palmer Chairman of the Board, November 14, 1996
- ------------------------- President and Chief Executive
Robert B. Palmer Officer (Principal Executive
Officer) and Director
/s/ Vincent J. Mullarkey Vice President, Finance and November 14, 1996
- ------------------------- Chief Financial Officer (Chief
Vincent J. Mullarkey Financial Officer)
/s/ Hans Larsen Vice President, Controller and November 14, 1996
- ------------------------- Chief Accounting Officer
Hans Larsen
5
<PAGE> 7
/s/ Vernon R. Alden Director November 14, 1996
- -------------------------
Vernon R. Alden
/s/ Colby H. Chandler Director November 14, 1996
- -------------------------
Colby H. Chandler
/s/ Arnaud de Vitry Director November 14, 1996
- -------------------------
Arnaud de Vitry
/s/ Frank P. Doyle Director November 14, 1996
- -------------------------
Frank P. Doyle
/s/ Kathleen F. Feldstein Director November 14, 1996
- -------------------------
Kathleen F. Feldstein
/s/ Thomas P. Gerrity Director November 14, 1996
- -------------------------
Thomas P. Gerrity
/s/ Thomas L. Phillips Director November 14, 1996
- -------------------------
Thomas L. Phillips
/s/ Delbert C. Staley Director November 14, 1996
- -------------------------
Delbert C. Staley
6
<PAGE> 8
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
Exhibit 4.1 Rights Agreement dated as of December 11, 1989 between the
Registrant and First Chicago Trust Company of New York, as Rights
Agent (filed under cover of Form SE as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated December 12, 1989
and incorporated by reference herein).
Exhibit 5 Opinion of Counsel
Exhibit 23.1 Consent of Counsel (included in Exhibit 5)
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P.
Exhibit 24 Power of Attorney (contained on page 5 of this Registration
Statement)
Exhibit 99.1 1968 Employee Stock Purchase Plan
Exhibit 99.2 1981 International Employee Stock Purchase Plan
<PAGE> 1
EXHIBIT 5
14 November 1996
Digital Equipment Corporation
111 Powdermill Road
Maynard, Massachusetts 01754
Re: Registration Statement on Form S-8
Relating to the Digital Equipment Corporation
1968 Employee Stock Purchase Plan and
1981 International Employee Stock Purchase Plan
-----------------------------------------------
Ladies and Gentlemen:
I am Vice President, Assistant General Counsel, Secretary and Clerk of Digital
Equipment Corporation (the "Corporation"), a Massachusetts corporation. I am of
the opinion that the 7,500,000 shares of Common Stock, par value $1.00 per
share, proposed to be issued by the Corporation pursuant to the Plans will be
legally issued, fully-paid and nonassessable after the issuance of such shares
in accordance with the terms of the Plans.
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 filling of this opinion as Exhibit 5 to the
above-referenced Registration Statement.
Very truly yours,
/s/ Gail S. Mann
Gail S. Mann
Vice President, Assistant General Counsel,
Secretary and Clerk
<PAGE> 1
EXHIBIT 23.2
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
and the Digital Equipment Corporation 1981 International Employee Stock Purchase
Plan of our reports dated July 29, 1996, on our audits of the consolidated
financial statements and financial statement schedules of Digital Equipment
Corporation as of June 29, 1996 and July 1, 1995 and for each of the three
fiscal years in the period ended June 29, 1996, 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 Coopers & Lybrand L.L.P.
November 25, 1996
<PAGE> 1
EXHIBIT 99.1
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
47,300,000, subject to increase or decrease by reason of stock split-ups,
reclassifications, stock dividends, changes in par value and the like.
<PAGE> 2
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
<PAGE> 3
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.
<PAGE> 4
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.
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.
<PAGE> 5
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.
<PAGE> 6
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.
<PAGE> 7
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.
<PAGE> 1
EXHIBIT 99.2
DIGITAL EQUIPMENT CORPORATION
1981 INTERNATIONAL EMPLOYEE
STOCK PURCHASE PLAN
(Amended as of November 14, 1996)
Article 1--Purpose
This 1981 International Employee Stock Purchase Plan (the 'Plan') is intended
as an incentive and to encourage stock ownership by all eligible employees of
the Participating Subsidiaries of Digital Equipment Corporation (the 'Company')
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 or its subsidiaries.
Article 2--Eligible Employees
In general, all employees of any of the Participating Subsidiaries of the
Company 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. In certain instances, a Participating Subsidiary
which has branches in more than one country may desire to implement the Plan in
fewer than all countries in which its branches are located. In such an instance,
upon approval by the Company's Board of Directors or the Committee (as defined
in Article 18), only participating eligible employees of the branches located
within the country or countries where implementation is desired will be granted
options under this Plan.
Participating eligible employees 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, if they elect to participate in the Plan, on the next date on
which options are granted to all participating eligible employees. In no event
may an employee be granted an option if such employee is a director of the
Company.
Article 3--Stock Subject To The Plan
The stock subject to the options shall be shares of the Company's authorized
but unissued 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 16,100,000 subject to increase or
decrease by reason of stock split-ups, reclassifications, stock dividends,
changes in par value and the like.
<PAGE> 2
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, each
Participating Subsidiary 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 earned cash compensation divided by the price determined in
accordance with (i) below 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.
<PAGE> 3
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 acquired the 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. The election to make a supplementary contribution shall be made
by written notice received by the Participating Subsidiary's personnel office
(the 'Personnel Office') 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 Personnel Office 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 Personnel Office 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
In addition to any procedures adopted by the Participating Subsidiary, each
eligible employee entering the Plan must fill out, sign and deliver to the
Personnel Office an Authorization:
(a) stating the percentage to be deducted regularly from his pay;
<PAGE> 4
(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 Personnel Office 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 Participating Subsidiary 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 earned cash 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 Personnel Office.
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 Personnel Office, in which event the Participating Subsidiary will
promptly refund the entire balance of his deductions not theretofore used to
purchase stock under the Plan.
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.
<PAGE> 5
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. The employee assumes the
risk of any market fluctuations in the price of such stock.
Article 16--Payment Of Expenses Related To Plan
The Company and the Participating Subsidiaries will bear all costs of
administering and carrying out the Plan.
<PAGE> 6
Article 17--Participating Subsidiaries
The term 'Participating Subsidiaries' shall mean subsidiaries of the Company
which are 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 an 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--Approval Of Stockholders
The Plan was adopted by the Company's Board of Directors on August 10, 1981,
subject to approval by the stockholders of the Company. The Plan was approved by
the stockholders on November 5, 1981.
