As filed with the Securities and Exchange Commission on November 14, 1995
Registration No. 33-
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 Incorporation (I.R.S. Employer
or organization) Identification No.)
111 Powdermill Road - MSO2, Maynard, Massachusetts 01754
(Address of principal executive offices) (Zip Code)
Digital Equipment Corporation 1995 Equity Plan
Digital Equipment Corporation 1995 Stock Option Plan for Nonemployee
Directors(Full title of the plans)
_________________________
Gail S. Mann
Digital Equipment Corporation
111 Powdermill Road - MSO2-3/F13
Maynard, Massachusetts 01754-1499
(508) 493-2206
(Name, address including zip code and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered/(1)/ Per Share Offering Price Fee
Common Stock (Par Value 10,000,000/(2)/ $55.875 $558,750,000 $111,750
$1.00)
Common Stock (Par Value 50,000/(3)/ $55.875 $ 2,793,750 $ 559
$1.00)
TOTAL: 10,050,000 $55.875 $561,543,750 $112,309
shares =======
(1) The price of $55.875 per share, which is the average of the high and low
prices reported on the New York Stock Exchange on November 8, 1995, 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 1995
Equity Plan. Calculated with reference to the formula specified in the
1995 Equity Plan and based on the number of issued shares of Common Stock
of the Registrant as on November 1, 1995.
(3) Represents shares of Common Stock to be issued under Registrant's 1995
Stock Option Plan for Nonemployee Directors.
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 or directors, as the case may be, 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 or directors, as the case may be, 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
July 1, 1995 (and the documents incorporated by reference therein);
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995; 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 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
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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.
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 9th
day of November, 1995.
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 9, 1995
- ------------------------------ President and Chief Executive
Robert B. Palmer Officer (Principal Executive
Officer) and Director
/s/ Vincent J. Mullarkey Vice President, Finance and November 9, 1995
- ------------------------------ Chief Financial Officer (Chief
Vincent J. Mullarkey Financial Officer)
/s/ E. C. Prokopis Vice President and Controller November 9, 1995
- ------------------------------ (Chief Accounting Officer)
E. C. Prokopis
/s/ Vernon R. Alden Director November 9, 1995
- ------------------------------
Vernon R. Alden
Director November 9, 1995
- ------------------------------
Colby H. Chandler
/s/ Arnaud de Vitry Director November 9, 1995
- ------------------------------
Arnaud de Vitry
/s/ Frank P. Doyle Director November 9, 1995
- ------------------------------
Frank P. Doyle
/s/ Robert R. Everett Director November 9, 1995
- ------------------------------
Robert R. Everett
/s/ Kathleen F. Feldstein Director November 9, 1995
- ------------------------------
Kathleen F. Feldstein
/s/ Thomas P. Gerrity Director November 9, 1995
- ------------------------------
Thomas P. Gerrity
/s/ Thomas L. Phillips Director November 9, 1995
- ------------------------------
Thomas L. Phillips
/s/ Delbert C. Staley Director November 9, 1995
- ------------------------------
Delbert C. Staley
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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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 (continued on page 6 of this Registration
Statement)
Exhibit 99.1 1995 Equity Plan
Exhibit 99.2 1995 Stock Option Plan for Nonemployee Directors