FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATA GENERAL CORPORATION
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2436397
- --------------------------------------- ----------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4400 Computer Drive
Westboro, Massachusetts 01580
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- -------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
London Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.[]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[]
Securities to be registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------------------------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On October 3, 1986, the Board of Directors of Data General Corporation (the
"Company") declared a dividend distribution of one Right for each
outstanding share of the Company's Common Stock, $.01 par value per share
(the "Common Stock"), to stockholders of record at the close of business
on October 20,1986. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), at a Purchase Price of $100 per one one-hundredth of a share of
Preferred Stock ("Purchase Price"), subject to adjustment. The Purchase
Price may be paid, at the option of the holder, in cash or shares of Common
Stock having a value at the time of exercise equal to the Purchase Price.
The description and terms of the Rights are set forth in a Rights Agreement,
renewed and restated as of October 19, 1996 (the "Rights Agreement"), between
the Company and The Bank of New York (as successor to Morgan Shareholder
Services Trust Company), as Rights Agent.
Initially, the Rights will be represented by the certificates evidencing
the Common Stock and no separate Right Certificates will be distributed.
Upon the earlier of the following dates (the "Distribution Date"), the Rights
will separate from the Common Stock: (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), (ii) 10 days following the commencement of, or
first announcement of the intent of any person or persons to commence, a
tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of the outstanding shares of Common Stock,
or (iii) 10 days after a majority of the Continuing Directors (as defined
below) of the Company shall declare any person to be an "Adverse Person,"
upon a determination that such person, together with its affiliates and
associates, has become the beneficial owner of an amount of Common Stock
which a majority of the Continuing Directors determines to be substantial
(but in no event less than 15% of the shares of Common Stock then outstanding)
and a determination by a majority of the Continuing Directors that (a) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series
of transactions intended to provide such person with short-term financial
gain under circumstances where a majority of the Continuing Directors
determines that the best long-term interests of the Company and its
stockholders would not be served by taking such action or entering into such
transactions or series of transactions at that time or (b) such beneficial
ownership is causing or reasonably likely to cause a material adverse impact
(including, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after October
20, 1986 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire at
5:00 P.M. New York City time, on October 19, 2001 (the "Final Expiration Date"),
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates will
be mailed to the holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Right
Certificates alone will represent the Rights. Only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that the Board of Directors determines that a person is an
Adverse Person or, at any time following the Distribution Date, (i) the
Company is the surviving corporation in a merger or other business combination
with an Acquiring Person and its Common Stock is not changed or exchanged,
(ii) a Person becomes the beneficial owner of more than 25% of the then
outstanding shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock which a majority of the Continuing
Directors determines to be fair to and otherwise in the best interests of
the Company and its stockholders), (iii) an Acquiring Person engages in one
or more "self-dealing" transactions as set forth in the Rights Agreement, or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., a reverse stock split), each holder of a Right promptly
thereafter (but in the case of (ii) above, 5 days thereafter) will have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person or
an Adverse Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set forth above until such time
as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $100 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $200
worth of Common Stock (or other consideration, as noted above) for $100.
Assuming that the Common Stock had a per share value of $50 at such time,
the holder of each valid Right would be entitled to purchase four shares of
Common Stock for $100.
Unless the Rights are earlier redeemed, in the event that, at any time
following the Stock Acquisition Date, (i) the Company is acquired in a merger
or other business combination transaction in which the Company is not the
surviving corporation (other than a merger which follows an offer described
in the second preceding paragraph and is at the same price), or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise of such
holder's Right, common stock of the acquiring company having a value equal to
two times the exercise price of the Right.
The events set forth in the third preceding paragraph, and the events set
forth in subsections (i) and (ii) of the first preceding paragraph shall
collectively be termed "Triggering Events" and each a "Triggering Event."
The Purchase Price payable, and the number of one one-hundredths of a share
of Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price.
At any time on or prior to the close of business on the tenth day following
the Stock Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, payable in cash or stock (the
"Redemption Price"). The Company may not redeem the Rights if a majority
of the Continuing Directors has previously determined a person to be an
Adverse Person. After the redemption period has expired, the Company's right
of redemption may be reinstated if an Acquiring Person reduces his beneficial
ownership to 10% or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company. Immediately
upon the action of the Board of Directors ordering redemption of the Rights
with, where required, the concurrence of a majority of the Continuing
Directors, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 Redemption Price.
The shares of Preferred Stock purchasable upon exercise of the Rights will
have a minimum preferential quarterly dividend of $2.50 per share, but will
be entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the
holders of the shares of Preferred Stock will be entitled to receive a
minimum liquidation payment of $100 per share, but will be entitled to
receive an aggregate liquidation payment equal to 100 times the payment made
per share of Common Stock. Each share of Preferred Stock will have one hundred
votes, voting together with the shares of Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the shares of Preferred Stock as to dividends and liquidation,
and in the event of mergers and consolidation, are protected by customary
anti-dilution provisions.
The term "Continuing Directors" means any member of the Board of Directors of
the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but shall not include an Acquiring Person or an Adverse Person, or an
affiliate or associate of an Acquiring Person or an Adverse Person, or any
representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, other than rights resulting from such
holder's ownership of shares of Common Stock, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other consideration)
of the Company or for common stock of the acquiring company as set forth above.
In general, other than those provisions relating to the principal economic
terms of the Rights, the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (with the concurrence of a majority of the Continuing
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A/A. A copy of
the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 2. Exhibits
Exhibit 1. Renewed and Restated Rights Agreement, dated as of October
16, 1996, by and between Data General Corporation and The
Bank of New York as Rights Agent, which includes the form of
Certificate of Designations setting forth the terms of the Series
A Junior Participating Cumulative Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATA GENERAL CORPORATION
By: /s/ Carl E. Kaplan
---------------------
Carl E. Kaplan, Secretary
Dated: June 11, 1996