-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BwM/6tZHeCU9sD3WQML4aQO/G1PqT06sH88IP5VK8xAPB3liahyiC03aikFgD3O1 UQ18FLqjprM6OaKqYmzU5A== 0000026999-94-000006.txt : 19940324 0000026999-94-000006.hdr.sgml : 19940324 ACCESSION NUMBER: 0000026999-94-000006 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATA GENERAL CORP CENTRAL INDEX KEY: 0000026999 STANDARD INDUSTRIAL CLASSIFICATION: 3570 IRS NUMBER: 042436397 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 33 SEC FILE NUMBER: 002-91481 FILM NUMBER: 94517309 BUSINESS ADDRESS: STREET 1: 4400 COMPUTER DR CITY: WESTBORO STATE: MA ZIP: 01580 BUSINESS PHONE: 5088985000 424B3 1 NON EMPLOYEE DIRECTOR PLAN APPENDIX B 32,000 Shares DATA GENERAL CORPORATION Common Stock ($.01 Par Value) Under the Data General Corporation Non-Employee Director Restricted Stock Option Plan Appendix Dated Match, 14, 1994 to Prospectus Dated March 1, 1985 Additional Information Concerning The Data General Corporation Non-Employee Director Restricted Stock Option Plan This Appendix supplements the information contained in the Prospectus dated March 1, 1985 (the "Prospectus"), relating to shares of Common Stock, $.01 par value per share ("Common Stock"), of Data General Corporation (the "Company") issuable pursuant to the Company's Non-Employee Director Restricted Stock Option Plan (the "Plan"). The Company does not intend to update the text of the Prospectus in the future unless and until there is a material change in the information contained therein. However, the Company intends to reflect any changes in the information contained in the Prospectus and this Appendix by distributing, as and when considered appropriate by the Company in light of the nature of such change, a substitute Appendix to every person to whom the Prospectus has previously been given and who continues to hold an outstanding option under the Plan, unless such change (i) is reflected in any document filed by the Company with the Securities and Exchange Commission (the "Commission") after the date of this Appendix and incorporated by reference into the Prospectus, (ii) is otherwise communicated to such person in accordance with the rules and regulations of the Commission in effect from time to time, or (iii) is not required to be reflected in an update to this Appendix by such rules and regulations. Notwithstanding the foregoing, any person holding options who receives only this Appendix may obtain a copy of the Prospectus, upon request from the Company, 4400 Computer Drive, Westboro, Massachusetts 01580, Attention: Mr. David Roy, Office of Public Affairs. The Company's Common Stock is listed on the New York Stock Exchange. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or make any representations other than as contained herein in connection with the offer contained in the Prospectus and this Appendix and, if given, such information or representation must not be relied upon as having been authorized by the Company. The Prospectus and this Appendix do not constitute an offer to sell, or a solicitation to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. The delivery of the Prospectus and this Appendix at any time does not imply that the information therein or herein is correct as of any time subsequent to their dates. Statements contained in the Prospectus and this Appendix as to the provisions of the Plan are not necessarily complete and in each instance reference is made to the copy of the Plan which appears in the Prospectus, and each such statement in the Prospectus and this Appendix is qualified in all respects by such reference. CURRENT INFORMATION CONCERNING THE PLAN 1. Board of Directors: As of January 31, 1994, the Board of Directors was comprised of Messrs. Frederick R. Adler, Ferdinand Colloredo-Mansfeld, John G. McElwee, Ronald L. Skates and Donald H. Trautlein. Mr. Adler is a partner in Fulbright & Jaworski L.L.P., counsel to the Company. 2.Securities Subject to the Plan: As of December 25, 1993, of an aggregate of 32,000 shares of Common Stock authorized under the Plan, 12,000 shares had been issued, options with respect to 8,000 shares had been granted and were outstanding, and 12,000 shares of Common Stock were reserved for issuance and available for the grant of additional options under the Plan. 3.Extent of Participation: As of December 25, 1993, four non-employee directors were eligible to participate in the Plan and were participating in the Plan. 4.Options Outstanding: The following table sets forth information, as of December 25, 1993, regarding all options outstanding under the Plan: Average Per Number of Shares Share Option Range of Subject to Option Exercise Price Expiration Dates 8,000 $7.44 1/28/96 - 5/2/99 5.Legal Matters: Frederick R. Adler, a director and officer of the Company, and Carl E. Kaplan, an officer of the Company, are partners in Fulbright & Jaworski L.L.P. Mr. Adler and certain partners and associates of Fulbright & Jaworski beneficially owned an aggregate of 361,012 shares of Common Stock as of December 31, 1993. 6.Tax Consequences: An option granted under the Plan is a nonstatutory option and is taxed in accordance with Section 83 of the Internal Revenue Code of 1986 and regulations thereunder. A non-employee director granted an option under the Plan generally will realize income when the shares purchased pursuant to the option become transferable or are no longer subject to a substantial risk of forfeiture. The income realized (the difference between the exercise price of the option and the fair market value of the shares at the time the shares are transferable or are no longer subject to a substantial risk of forfeiture) will be ordinary income to the non-employee director. Currently, the maximum individual tax rate for ordinary income is 39.6% and for capital gain is 28%. SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. Article VI of the Company's By-Laws contains provisions for the indemnification of directors, officers and employees of the Company within the limitations permitted by Section 145. The Company carries a directors' and officers' liability insurance policy which provides for payment of expenses of the Company's directors and officers in connection with threatened, pending or completed actions, suits or proceedings against them in their capacities as directors and officers, in accordance with the Company's By-Laws and the General Corporation Law of Delaware. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "33 Act"), may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the '33 Act and is therefore unenforceable. EXPERTS The consolidated financial statements incorporated in the Prospectus of which this Appendix is a part by reference to the Annual Report on Form 10-K of Data General Corporation for the year ended September 25, 1993, have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. AVAILABLE INFORMATION Data General Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files proxy statements, reports and other information with the Commission. Such proxy statements, reports and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices of the Commission: Room 1228, Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604; Room 1100, Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10007; and Suite 1710, Tishman Building , 10960 Wilshire Boulevard, Los Angeles, California 96024. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such information can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement under the '33 Act with respect to the securities offered hereby. The Prospectus and this Appendix do not contain all information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits thereto filed as a part thereof. The Company will furnish without charge to each person to whom this Appendix is delivered, upon request, a copy of any or all of the documents that have been incorporated by reference in the Registration Statement of which this Appendix is a part, other than exhibits to such documents. Requests should be addressed to: Mr. David Roy, Office of Public Affairs, Data General Corporation, 4400 Computer Drive, Westboro, Massachusetts 01580 (telephone number (508) 898-5000). -----END PRIVACY-ENHANCED MESSAGE-----