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Page 1 of 9 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CONTROL DATA SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------------------------------------
(Title of Class of Securities)
21238F 10 6
----------------------------------------
(CUSIP Number)
William M. Kelly
Vice President, Business Development
and General Counsel
Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, CA 94043-1389
(415) 960-1980
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
February 14, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting persons: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
Page 2 of 9 Pages
CUSIP No. 21238F 10 6
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silicon Graphics, Inc. I.R.S. No. 94-2789662
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Silicon Graphics, Inc. is a Delaware corporation
- --------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
----------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED 8 0
BY EACH
----------------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 9 Pages
This Amendment No. 2 amends and restates the statement on Schedule 13D dated
February 22, 1994 filed by Silicon Graphics, Inc. relating to the common stock
of Control Data Systems, Inc. ("Control Data"). Capitalized terms used herein
without definition have the meanings ascribed to those terms in the initial
filing.
ITEM 1: SECURITY AND ISSUER.
The title of the class of securities to which this Schedule 13D relates is
common stock, $0.01 par value per share (the "Common Stock") of Control Data
Systems, Inc., a Delaware corporation ("Control Data"). The principal executive
offices of Control Data are located at 4201 Lexington Avenue North, Arden Hills,
Minnesota 55126.
ITEM 2: IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Silicon Graphics, Inc., a Delaware
corporation ("SGI"), with its principal executive office at 2011 North Shoreline
Boulevard, Mountain View, California 94043-1389. SGI designs, manufactures,
markets and distributes visual computing systems. Through its wholly-owned
subsidiary, MIPS Technologies, Inc. ("MIPS"), SGI licenses RISC microprocessor
designs for the manufacturing and sale of microprocessors by third-party
semiconductor foundries.
The attached Schedule I is a list of the executive officers and directors
of SGI, which is incorporated herein by this reference. Such list contains the
following information with respect to each such person:
(a) Name;
(b) Business Address;
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) Citizenship.
During the last five years, neither SGI nor, to the best of SGI's
knowledge, any person named on Schedule I has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4: PURPOSE OF TRANSACTION.
Not applicable.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
(c) On February 10, 1995, Control Data agreed to repurchase the 1,185,224
shares of Control Data Common Stock held by SGI (the "CDSI Shares") for a
purchase price of $7,111,344 or $6.00 per share. The repurchase of these shares
was consummated on February 14, 1995.
To the best of SGI's knowledge, no person named on Schedule I is the
beneficial owner of any of Control Data's Common Stock. Except as described
above, neither SGI nor, to the best of SGI's knowledge,
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Page 4 of 9 Pages
any person named on Schedule I has effected any transaction in Control Data's
Common Stock during the past 60 days.
(e) On February 14, 1995, SGI ceased to be the beneficial owner of any
shares of Control Data's Common Stock.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On February 10, 1995, SGI and Control Data entered into an agreement
pursuant to which Control Data repurchased the CDSI Shares on February 14, 1995.
A copy of the agreement is attached as Exhibit C to this Amendment.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Stock Purchase Agreement dated July 31, 1992 by and between
Silicon Graphics, Inc. and Control Data Systems, Inc.*
Exhibit B: Letter agreement dated February 17, 1994 between Silicon
Graphics, Inc. and Control Data Systems, Inc.+
Exhibit C: Letter agreement dated February 10, 1995 between Silicon
Graphics, Inc. and Control Data Systems, Inc.
- ------------------------
* Incorporated by reference to Schedule 13D dated August 19, 1992 filed by
Silicon Graphics, Inc. with the Securities and Exchange Commission.
+ Incorporated by reference to Amendment No. 1 to Schedule 13D dated February
23, 1994 filed by Silicon Graphics, Inc. with the Securities and Exchange
Commission.
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Page 5 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 1995
SILICON GRAPHICS, INC.
By:/s/ William M. Kelly
-------------------------------------
William M. Kelly
Vice President, Business Development,
General Counsel and Secretary
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Page 6 of 9 Pages
SCHEDULE I
Set forth below are the names, positions, business addresses and principal
occupations of each executive officer and director of Silicon Graphics, Inc.
Each of the persons named below is a citizen of the United States of America,
except for Mr. Bishop, who is a citizen of Australia, and Mr. Ramsay, who is a
citizen of the United Kingdom.
BUSINESS ADDRESS AND
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------------------------- ----------------------------------
Robert R. Bishop Silicon Graphics, Inc.
President, Silicon Graphics 2011 North Shoreline Boulevard
World Trade Corporation, and Mountain View, California 94043-1389
Director
Allen F. Jacobson Former Chairman of the Board &
Director Chief Executive Officer
3M Corporation
3050 Minnesota World Trade Center
30 Seventh Street East
St. Paul, Minnesota 55101-4901
Thomas A. Jermoluk Silicon Graphics, Inc.
President and Chief 2011 North Shoreline Boulevard
Operating Officer, Director Mountain View, California 94043-1389
C. Richard Kramlich Managing General Partner
Director New Enterprise Associates
235 Montgomery Street
Suite 1025
San Francisco, California 94194
Edward R. McCracken Silicon Graphics, Inc.
Chairman of the Board and 2011 North Shoreline Boulevard
Chief Executive Officer, Mountain View, California 94043-1389
Director
James A. McDivitt Senior Vice President, Government
Director Operations and International
Rockwell International Corporation
1745 Jefferson Davis Highway
Suite 1200
Arlington, Virginia 22202
Mark W. Perry President & Chief Executive Officer
Director ViewStar Corporation
1101 Marina Village Parkway
Alameda, CA 94501
Lucille Shapiro The Chair of the Department
Director of Developmental Biology
Stanford University School of Medicine
Stanford, California 94305-5427
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Page 7 of 9 Pages
BUSINESS ADDRESS AND
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------------------------- ----------------------------------
James G. Treybig President & Chief Executive Officer
Director Tandem Computers, Inc.
10436 North Tantau Avenue
Cupertino, California 95014
Forest Baskett Silicon Graphics, Inc.
Senior Vice President, 2011 North Shoreline Boulevard
Research and Development, Mountain View, California 94043-1389
and Chief Technical Officer
Kenneth L. Coleman Silicon Graphics, Inc.
Senior Vice President, 2011 North Shoreline Boulevard
Administration Mountain View, California 94043-1389
Stephen Goggiano Silicon Graphics, Inc.
Senior Vice President/ 2011 North Shoreline Boulevard
Operations Mountain View, California 94043-1389
Gary L. Lauer Silicon Graphics, Inc.
Senior Vice President, 2011 North Shoreline Boulevard
North American Field Operations Mountain View, California 94043-1389
Stanley J. Meresman Silicon Graphics, Inc.
Senior Vice President, Finance 2011 North Shoreline Boulevard
and Chief Financial Officer Mountain View, California 94043-1389
Michael J. Ramsay Silicon Graphics, Inc.
Senior Vice President 2011 North Shoreline Boulevard
President, Silicon Studio, Inc. Mountain View, California 94043-1389
Wei Yen Silicon Graphics, Inc.
Senior Vice President, 2011 North Shoreline Boulevard
Computer Systems Group Mountain View, California 94043-1389
William M. Kelly Silicon Graphics, Inc.
Vice President, Business 2011 North Shoreline Boulevard
Development, General Mountain View, California 94043-1389
Counsel and Secretary
Dennis P. McBride Silicon Graphics, Inc.
Vice President, Controller 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Thomas J. Oswold Silicon Graphics, Inc.
Vice President, Finance 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Tommy G. Whiteside Silicon Graphics, Inc.
Vice President 2011 North Shoreline Boulevard
President, MIPS Mountain View, California 94043-1389
Technologies, Inc.
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Page 8 of 9 Pages
INDEX TO EXHIBITS
Exhibit
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A: Stock Purchase Agreement dated July 31, 1992 by and between Silicon
Graphics, Inc. and Control Data Systems, Inc.*
B: Letter agreement dated February 17, 1994 between Silicon Graphics,
Inc. and Control Data Systems, Inc.+
C: Letter agreement dated February 10, 1995 between Silicon Graphics,
Inc. and Control Data Systems, Inc.
- ---------------------
* Incorporated by reference to Schedule 13D dated August 19, 1992 filed by
Silicon Graphics, Inc. with the Securities and Exchange Commission.
+ Incorporated by reference to Amendment No. 1 to Schedule 13D dated February
23, 1994 filed by Silicon Graphics, Inc. with the Securities and Exchange
Commission.
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Page 9 of 9 Pages
February 10, 1995
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, MN 55126-6198
Attn: Corporate Secretary
Ladies and Gentlemen:
This will confirm our agreement to sell the 1,185,224 shares of Control Data
Systems, Inc. ("CDSI") common stock (the "Shares") currently held by Silicon
Graphics, Inc. to CDSI for a purchase price of $7,111,344, or $6 per share. The
Shares, along with a duly executed form of assignment separate from certificate,
will be delivered to you on Monday, February 13, 1995 in exchange for your wire
transfer of the purchase price pursuant to our instructions.
Please acknowledge our agreement by countersigning and returning this letter.
SILICON GRAPHICS, INC.
Tom Oswold
------------------------------
Tom Oswold
Vice President, Finance and Treasurer
AGREED AND ACKNOWLEDGED:
CONTROL DATA SYSTEMS, INC.
Ralph W. Beha
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Ralph W. Beha
General Counsel and Secretary
