-----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, FWvv8HHR3wCxLAN8MaVgay88tFLJcfw5I3Oy0hqQCZjxIaeA7psTrkFNIM6w4Jzx NsedjgPQzlRhjjjLLx2yug== 0000950135-96-005166.txt : 19961202 0000950135-96-005166.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950135-96-005166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961127 EFFECTIVENESS DATE: 19961127 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL EQUIPMENT CORP CENTRAL INDEX KEY: 0000028887 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 042226590 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17049 FILM NUMBER: 96674072 BUSINESS ADDRESS: STREET 1: 146 MAIN ST CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 6178975111 MAIL ADDRESS: STREET 2: 111 POWDER MILL ROAD MS02-3/F13 CITY: MAYNARD STATE: MA ZIP: 01754 S-8 1 DIGITAL EQUIPMENT CORPORATION 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) -------------------------- 2 CALCULATION OF REGISTRATION FEE
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 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 ========== (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.
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 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 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 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 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 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 EX-5 2 OPINION OF COUNSEL 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 EX-23.2 3 CONSENT OF COOPERS & LYBRAND L.L.P. 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 EX-99.1 4 1968 EMPLOYEE STOCK PURCHASE PLAN 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. 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 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. 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. 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. 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. 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. EX-99.2 5 1981 INTERNATIONAL STOCK PURCHASE PLAN 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. 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. 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; 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. 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----