-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vxflt8UaQ3npiYM/X/dEZQ6+9kzX4NAUfBhK2MZlQonbT4yiCHTCcJjyQ074I5pP 9AqeBrVwSzqGAzHfVGtdYg== 0000026999-97-000010.txt : 19970721 0000026999-97-000010.hdr.sgml : 19970721 ACCESSION NUMBER: 0000026999-97-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970718 EFFECTIVENESS DATE: 19970718 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATA GENERAL CORP CENTRAL INDEX KEY: 0000026999 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 042436397 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31549 FILM NUMBER: 97642422 BUSINESS ADDRESS: STREET 1: 4400 COMPUTER DR CITY: WESTBORO STATE: MA ZIP: 10580 BUSINESS PHONE: 5088985000 MAIL ADDRESS: STREET 1: 4400 COMPUTER DRIVE CITY: WESTBORO STATE: MA ZIP: 10580 S-8 1 S-8 As filed with the Securities and Exchange Commission on July 18, 1997 Registration No. __ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 DATA GENERAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 04-2436397 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) 4400 Computer Drive Westboro, MA 01580 (508) 898-5000 (Address of Principal Executive Offices) (Zip Code) DATA GENERAL CORPORATION 1997 NON-OFFICER EMPLOYEE STOCK OPTION PLAN (Full Title of the Plans) RONALD L. SKATES DATA GENERAL CORPORATION 4400 Computer Drive Westboro, MA 01580 (Name and Address of Agent For Service) Telephone Number, Including Area Code, of Agent For Service: (508) 898-5000 Copies of all communications, including all communications sent to the agent for service, should be sent to: CARL E. KAPLAN, ESQ. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 fax: (212) 752-5958 CALCULATION OF REGISTRATION FEE --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Title of Securities to be Amount to be offering price per aggregate offering Amount of registered registered(1) share(2) price (2) registration fee ----------------------------- ---------------------- ----------------------- ---------------------- ---------------- Common Stock, $.01 par 3,500,000 $28 11/16 $100,406,250 $30,427 value ============================= ====================== ======================= ====================== ================ (1) Plus such additional indeterminable number of shares as may be required pursuant to the Data General Corporation 1997 Non-Officer Employee Stock Option Plan in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock. (2) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the closing price of the Common Stock as reported on the New York Stock Exchange on July 14, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS In accordance with the rules and regulations of the Securities and Exchange Commission, the documents containing the information called for in Part I of Form S-8 will be sent or given to individuals who participate in the Data General Corporation 1997 Non-Officer Employee Stock Option Plan adopted by Data General Corporation and are not being filed with or included in this Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Data General Corporation (the "Company") are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1996. (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended December 28, 1996. (iii) The Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 1997. (iv) The description of the Company's Common Stock contained in its Registration Statement on Form 8-A dated November 7, 1973, as amended on February 28, 1985 and April 12, 1985. In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. II-1 Item 5. Interests of Named Experts and Counsel Carl E. Kaplan, Secretary of the Company, is a partner in Fulbright & Jaworski L.L.P., and Frederick R. Adler, a Director and Chairman of the Executive Committee of the Board of Directors of the Company, is of counsel to Fulbright & Jaworski L.L.P. Messrs. Kaplan and Adler and certain other partners of Fulbright & Jaworski L.L.P. beneficially owned an aggregate of 418,981 shares of Common Stock of the Company as of May 12, 1997. Item 6. Indemnification of Directors and Officers 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 TENTH of the Company's Restated Certificate of Incorporation and Article VI of the Company's By-Laws contain provisions for the indemnification of directors, officers and employees within the limitations permitted by Section 145. The Company has also entered into indemnification agreements with its directors and officers based on the indemnification provisions in Section 145. The Company carries a directors' and officers' liability insurance policy which provides for payment of certain liability claims and the related 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. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits 4 -- Restated Certificate of Incorporation(incorporated by reference to that Restated Certificate of Incorporation, as amended, previously filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 1986) 5 -- Opinion of Fulbright & Jaworski L.L.P. 23.1 -- Consent of Independent Accountants 23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5). 24 -- Power of Attorney (included in signature page). II-2 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 which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 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, II-3 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. (h) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event 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 of the registrant 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 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 Westboro, Massachusetts on the 18th day of July, 1997. DATA GENERAL CORPORATION By: /s/ Ronald L. Skates -------------------- Ronald L. Skates President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, the 1997 Non-Officer Employee Stock Option Plan Committee of the Board of Directors has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Westboro, Massachusetts on the 18th day of July,1997. DATA GENERAL CORPORATION 1997 NON-OFFICER EMPLOYEE STOCK OPTION PLAN By: /s/ Ferdinand Colloredo-Mansfeld -------------------------------- Ferdinand Colloredo-Mansfeld By: /s/ Donald H. Trautlein -------------------------------- Donald H. Trautlein By: /s/ Richard L. Tucker -------------------------------- Richard L. Tucker By: /s/ W. Nicholas Thorndike -------------------------------- W. Nicholas Thorndike POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Ronald L. Skates and Robert C. McBride, or either of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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/ Ronald L. Skates - -------------------------------- President, Chief July 18, 1997 Ronald L. Skates Executive Officer, Director, (Principle Executive Officer) /s/ Frederick R. Adler - -------------------------------- Chairman of Executive July 18, 1997 Frederick R. Adler Committee of Board of Directors; Director /s/ Arthur W. DeMelle - -------------------------------- Senior Vice President; July 18, 1997 Arthur W. DeMelle Chief Financial Officer; Chief Accounting Officer /s/ Ferdinand Colloredo-Mansfeld - -------------------------------- Director July 18, 1997 Ferdinand Colloredo-Mansfeld /s/ Donald H. Trautlein - -------------------------------- Director July 18, 1997 Donald H. Trautlein /s/ Richard L. Tucker - -------------------------------- Director July 18, 1997 Richard L. Tucker /s/ W. Nicholas Thorndike - -------------------------------- Director July 18, 1997 W. Nicholas Thorndike INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- 4 -- Restated Certificate of Incorporation (incorporated by reference to that Restated Certificate of Incorporation, as amended, previously filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 1986) 5 -- Opinion of Fulbright & Jaworski L.L.P. 23.1 -- Consent of Independent Accountants 23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5). 24 -- Power of Attorney (included in signature page). EX-5 2 OPINION REGARDING LEGALITY FULBRIGHT & JAWORSKI L.L.P. A Registered Limited Liability Partnership 666 Fifth Avenue New York, New York 10103-3198 telephone: 212/318-3000 Houston facsimile: 212/752-5958 Washington, D.C. Austin San Antonio Dallas New York Los Angeles London Hong Kong Exhibit 5 July 18, 1997 DATA GENERAL CORPORATION 4400 Computer Drive Westboro, Massachusetts 01580 Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of Data General Corporation, a Delaware corporation (the "Company"), relating to 3,500,000 shares of the Company's Common Stock, $0.01 par value (the "Common Stock") to be issued under the Data General Corporation 1997 Non-Officer Employee Stock Option Plan (the "Plan"). As counsel to the Company, we have examined such corporate records, other documents and such questions of law as we have deemed necessary or appropriate for the purposes of this opinion and, upon the basis of such examinations, advise you that in our opinion all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Common Stock pursuant to the Plan and the shares of Common Stock being registered pursuant to the Registration Statement, when issued and paid for in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ Fulbright & Jaworski L.L.P. EX-23.1 3 CONSENTS OF EXPERTS AND COUNSEL Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Data General Corporation We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 30, 1996, which appears in the 1996 Annual Report to Stockholders of Data General Corporation, which is incorporated by reference in the Annual Report on Form 10-K for the year ended September 28, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 21 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP Boston, Massachusetts July 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----