-----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, Lz06KHX+rc9pliDQs7ljtEPJeYYGozYb/e1CSmmrrfcd1DtZB6irIDlgcDb28Poh 3ZpDmzW9m11PUw+AQcbNKg== 0000912057-95-000822.txt : 19950221 0000912057-95-000822.hdr.sgml : 19950221 ACCESSION NUMBER: 0000912057-95-000822 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950217 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTROL DATA SYSTEMS INC CENTRAL INDEX KEY: 0000887309 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 411718075 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42719 FILM NUMBER: 95512272 BUSINESS ADDRESS: STREET 1: 4201 LEXINGTON AVE NORTH CITY: ARDEN HILLS STATE: MN ZIP: 55126 BUSINESS PHONE: 6124822100 MAIL ADDRESS: STREET 1: 4201 LEXINGTON AVE NORTH STREET 2: 4201 LEXINGTON AVE NORTH CITY: ARDEN HILLS STATE: MN ZIP: 55126-6198 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC /CA/ CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2011 N SHORELINE BLVD P O BOX 7311 STREET 2: MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7311 BUSINESS PHONE: 4159601980 MAIL ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: POST OFFICE BOX 7311 MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7311 SC 13D/A 1 SCHEDULE 13D/A 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. --------------------------------------------------- (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 --------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 14, 1995 --------------------------------------------------------- (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). 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) [ ] - -------------------------------------------------------------------------------- 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% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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, 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. 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 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 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. Page 8 of 9 Pages INDEX TO EXHIBITS Exhibit ------- 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. 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 - ------------------------------ Ralph W. Beha General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----