-----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, Hf11SMRQUTkAoBpdYhxOYbdzAhIBuLOgTCeRysUEdeaXFdNzXr5eFmerzaGmw0pH 2CLpp5xq1k+ItL2Uw3B7xA== 0000950123-10-086370.txt : 20100915 0000950123-10-086370.hdr.sgml : 20100915 20100915163018 ACCESSION NUMBER: 0000950123-10-086370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100915 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20100915 DATE AS OF CHANGE: 20100915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 101074101 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 8-K 1 d76203e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): September 15, 2010
 
Dell Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation) 		  0-17017
(Commission File Number) 		  74-2487834
(IRS Employer
Identification No.)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (800) 289-3355
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 7.01 Regulation FD Disclosure.
Effective September 10, 2010, Lawrence P. Tu, Dell’s Senior Vice President, General Counsel and Secretary, adopted a prearranged trading plan (the “Plan”) to sell shares of Dell’s common stock. The Plan was designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Dell’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a prearranged plan or contract for the sale of the registrant’s securities under specified conditions and at specified times to achieve prudent and gradual asset diversification over time.
Mr. Tu informed Dell that the stock sales to be effected pursuant to the Plan are part of his personal program for long-term asset diversification and tax and financial planning. The Plan will not reduce Mr. Tu’s ownership of Dell’s shares below Dell’s applicable stock ownership guidelines.
The Plan provides that Mr. Tu will sell 119,989 shares of Dell common stock during specific periods occurring between November 22, 2010 and September 9, 2011. Shares will be sold under the Plan in the open market at prevailing market prices, All stock sales under the Plan will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the U.S. Securities and Exchange Commission.
Effective September 7, 2010, Erin Nelson, Dell’s Vice President and Chief Marketing Officer, cancelled the prearranged trading plan she entered into in March 2010. The prearranged trading plan entered into by Ms. Nelson provided for her sale of up to approximately 39,442 shares of Dell common stock during specified periods occurring between May 2010 and May 2011.
The information in this Item 7.01 of Dell’s Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless such subsequent filing specifically references this Current Report on Form 8-K.

2

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  DELL INC.
 		  
Date: September 15, 2010  By:   /s/ Janet B. Wright    
    Janet B. Wright   
    Vice President and Assistant Secretary   
 

3

-----END PRIVACY-ENHANCED MESSAGE-----