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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
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
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(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
4400 Computer Drive
Westboro, Massachusetts 01580
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A(c)(1) please check the following box. [ x ]
If this Form relates to the registration of a class of debt securities pursuant
to Section 12(g) of the Exchange Act 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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registerered
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6% Convertible
Subordinated Notes
due 2004 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The Registrant's 6% Convertible Subordinated Notes due 2004 (the
"Notes") are to be registered. The description of the Notes contained under the
caption "Description of Notes" on pages 9 to 20 of the Registrant's Registration
Statement on Form S-3 (No. 333-30199) relating to the Notes is incorporated
herein by reference.
Item 2. Exhibits
The securities described herein are to be registered on the New
York Stock Exchange, on which the Registrant's (i) Common Stock, $.01 par value
per share and (ii) Rights to Purchase Series A Junior Participating Preferred
Stock are registered. Accordingly, the following exhibits have been attached
hereto in accordance with the Instructions as to Exhibits to Form 8-A:
1. Indenture dated as of May 21, 1997, between the Registrant and The
Bank of New York, as Trustee, relating to the Registrant's 6%
Convertible Subordinated Notes due 2004, incorporated herein by
reference to the Company's Registration Statement on Form S-3
(File No. 333-30199).
2. Form of Registrant's 6% Convertible Subordinated Note due 2004.
3. Restated Certificate of Incorporation of the Registrant, as amended,
including the Registrant's Certificate of Designation dated October
17, 1986 (incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 27, 1986).
4. Certificate of Increase dated November 26, 1997 and filed with the
Delaware Secretary of State on December 1, 1997.
5. Amendment to Certificate of Incorporation of the Registrant, filed
January 29, 1987 (incorporated by reference to the Registrant's
Quarterly Report of Form 10-Q for the quarter ended March 28, 1987).
6. By-laws, as amended (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended September 27, 1997).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities 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/ Arthur W. DeMelle
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Arthur W. DeMelle
Senior Vice President
Chief Financial Officer
Date: March 16, 1998
EXHIBIT INDEX
Exhibit
No. Description
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1. Indenture dated as of May 21, 1997, between the Registrant and
The Bank of New York, as Trustee, relating to the Registrant's
6% Convertible Subordinated Notes due 2004, incorporated herein
by reference to the Company's Registration Statement on Form
S-3 (File No. 333-30199)
2. Form of Registrant's 6% Convertible Subordinated Note due 2004.
3. Restated Certificate of Incorporation of the Registrant, as
amended, including the Registrant's Certificate of Designation
dated October 17, 1986 (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 27, 1986).
4. Certificate of Increase dated November 26, 1997 and filed with
the Delaware Secretary of State on December 1, 1997.
5. Amendment to Certificate of Incorporation of the Registrant,
filed January 29, 1987 (incorporated by reference to the
Registrant's Quarterly Report of Form 10-Q for the quarter ended
March 28, 1987).
6. By-laws, as amended (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
September 27, 1997).