-----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, sYgf8yCsLcT/O5tNGjJgdygTSn9qag4UBlOUDkPxvsZOiolvPw1B10cYjaSPBrWw Xj0+AQTjPGWyBI6pJ81ytA== 0000950134-95-001301.txt : 19950605 0000950134-95-001301.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950134-95-001301 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950602 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL COMPUTER CORP CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59863 FILM NUMBER: 95544845 BUSINESS ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1995. REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- DELL COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 2112 KRAMER LANE, BUILDING 1 74-2487834 (State or other jurisdiction of AUSTIN, TEXAS 78758-4012 (I.R.S. Employer incorporation or organization) (512) 338-4400 Identification No.) (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices)
--------------------- MICHAEL S. DELL CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER DELL COMPUTER CORPORATION 2112 KRAMER LANE, BUILDING 1 AUSTIN, TEXAS 78758-4012 (512) 338-4400 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) --------------------- Copies to: THOMAS B. GREEN LARRY W. SONSINI GENERAL COUNSEL DAVID J. SEGRE DELL COMPUTER CORPORATION WILSON, SONSINI, GOODRICH & ROSATI 2112 KRAMER LANE, BUILDING 1 PROFESSIONAL CORPORATION AUSTIN, TEXAS 78758-4012 650 PAGE MILL ROAD (512) 338-4400 PALO ALTO, CALIFORNIA 94304 (415) 493-9300
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/ CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) FEE - ----------------------------------------------------------------------------------------------------- Common Stock, $.01 par value...... 209,549 shares $49.625 $10,398,870 $3,586 - ----------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 *************************************************************************** * * * INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A * * REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED * * WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT * * BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE * * REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT * * CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY * * NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH * * SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO * * REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH * * STATE. * * * *************************************************************************** SUBJECT TO COMPLETION, DATED JUNE 2, 1995 PROSPECTUS 209,549 SHARES [DELL LOGO] COMMON STOCK (PAR VALUE $.01 PER SHARE) --------------------- TO BE OFFERED BY SEVERAL HOLDERS OF THE COMMON STOCK OF DELL COMPUTER CORPORATION --------------------- This Prospectus relates to the offering (the "Offering") of up to 209,549 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), by the Selling Stockholders named herein under "Selling Stockholders" of Dell Computer Corporation (the "Company" or "Dell"), which have been issued to the Selling Stockholders upon the conversion of shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock") pursuant to the Company's conversion offer. Pursuant to the conversion offer, the Company offered to pay to holders of Series A Preferred Stock a conversion premium of $8.25 per share of Series A Preferred Stock converted into shares of Common Stock during a special conversion period which expired on March 22, 1995. The distribution of the Shares by the Selling Stockholders is not subject to any underwriting agreement. The Company will receive no part of the proceeds of sales made hereunder. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by Selling Stockholders will be borne by such Selling Stockholders. None of the shares offered pursuant to this Prospectus have been registered prior to the filing of the Registration Statement of which this Prospectus is a part. The shares of Series A Preferred Stock which were converted into the Common Stock offered hereby were originally issued by the Company in private transactions. The Shares may be sold from time to time through June 15, 1995 pursuant to this Prospectus, by the Selling Stockholders. It is anticipated that the Selling Stockholders will generally offer Shares for sale at prevailing prices in the over-the-counter market on the date of sale. See "Plan of Distribution." THIS PROSPECTUS MAY NOT BE USED FOR SALES MADE AFTER JUNE 15, 1995. The Common Stock of the Company is traded on the Nasdaq National Market under the symbol "DELL". As of the close of trading on May 31, 1995, the closing sale price of the Common Stock as quoted on the Nasdaq National Market was $49.50 per share. FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "INVESTMENT CONSIDERATIONS." Each Selling Stockholder and any broker executing selling orders on behalf of the Selling Stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Commissions received by any such broker may be deemed to be underwriting commissions under the Securities Act. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- THE DATE OF THIS PROSPECTUS IS , 1995. 3 AVAILABLE INFORMATION No person is authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offering described herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the Exchange Act, the Company files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The reports, proxy statements and other information can be inspected and copied at the public reference facilities that the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the Commission at the principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. --------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission (File No. 0-17017) pursuant to the Exchange Act are incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the Fiscal Year Ended January 29, 1995, as amended by Amendments No. 1 and No. 2 thereto; and 2. The Company's Current Report on Form 8-K dated May 2, 1995; and 3. The description of the Company's Common Stock in Item 1 of the Company's Registration Statement on Form 8-A dated June 20, 1988. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing such documents. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents that are incorporated by reference, other than exhibits to such documents not specifically incorporated by reference. Requests for such copies should be directed to Dell Computer Corporation, 2112 Kramer Lane, Building 1, Austin, Texas 78758-4012, Attention: Investor Relations, telephone (512) 728-8315. 2 4 Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. INVESTMENT CONSIDERATIONS In addition to reviewing the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 1995, the other documents incorporated herein by reference and the other information in this Prospectus, the following factors should be considered carefully in evaluating the Company and its business before purchasing the Common Stock offered hereby: Competition. The personal computer industry is highly competitive and is characterized by the frequent introduction of new products, short product life cycles, continual improvement in product price/performance characteristics, price sensitivity on the part of customers, and a large number of competitors. The industry also has been characterized by rapid technological advances in software functionality and hardware performance and features based on existing or emerging industry standards. The Company and other manufacturers of personal computers that adhere to industry standards generally have access to and make use of many of the same components, often from the same group of suppliers. The prices of many of these components decline periodically, and the general practice of the Company and other personal computer manufacturers is to reduce the prices of their personal computer products to reflect these component price declines. The Company may take additional pricing actions as it attempts to maintain a competitive mix of price, performance and customer support services while managing its liquidity, profitability and growth. The Company attempts to mitigate the effects of price reductions by improving product mix, further reducing component costs and lowering operating costs. There can be no assurance that pricing actions will be effective in stimulating higher levels of sales or that cost reduction efforts will offset the effects of pricing actions on the Company's gross margin. Some of the Company's competitors have greater financial, marketing, manufacturing and technological resources, broader product lines, greater brand name recognition, and larger installed customer bases than those of the Company. There can be no assurance that the Company will continue to compete successfully. Dependence on Direct Marketing Strategy. Dell markets its personal computer products and services directly to businesses, government agencies, medical and educational institutions and individuals, primarily by means of telephone and catalogs and through a growing field sales force calling on major customers. The Company provides related technical support and other customer services primarily by telephone as well as through on-site field service contracts. Accordingly, the Company is dependent on the growth of direct distribution channels in order to have a growing market in which to sell its products and services. There can be no assurance that worldwide direct marketing channels will grow or that the Company would be able to establish a more significant presence in indirect channels of distribution if it becomes necessary or desirable in the future. New Product Development. To maintain its competitive position, the Company must continue to enhance its existing products while developing new products. To do so it must obtain and incorporate new hardware, software, communications and peripheral technologies that are primarily developed by others. The Company believes that it is necessary for its products to adhere to generally accepted industry standards, which are subject to change in ways that are not within the control of the Company. There can be no assurance that the Company's product development activities will be successful, that new technologies will be available to the Company, that the Company will be able to deliver commercial quantities of new products in a timely manner, that those products will adhere to generally accepted industry standards, or that the products will achieve market acceptance. Some new products introduced by the Company are intended to replace existing products. Although the Company monitors the products that are intended to be replaced and attempts to phase out the manufacture of those products in a timely manner, there can be no assurance that such transitions will be executed without adversely affecting the Company's results of operations or financial condition. 3 5 Fluctuations in Operating Results, Economic Conditions and Customer Spending Patterns. The Company's operating results have varied and may continue to fluctuate from quarter to quarter and will depend on numerous factors, including, but not limited to, customer demand and market acceptance of the Company's products, new product introductions, product obsolescence, component price fluctuations, varying product mix, foreign currency exchange rates, foreign currency and interest rate hedging, and other factors. In addition, the Company has operated without a material backlog so that net sales in a given quarter are dependent on customer orders received in that quarter and operating expenditures are primarily based on forecasts of customer demand. As a result, if demand does not meet the Company's expectations in any given period, the sales shortfall may result in an increased impact on operating results due to the Company's inability to adjust operating expenditures quickly enough to compensate for such shortfall. The Company's business is sensitive to the spending patterns of its customers, which in turn are subject to prevailing economic conditions and other factors beyond the Company's control. The Company's results of operations could be materially adversely affected by changes in economic conditions or customer spending patterns for personal computer products. International Sales and Operations. Sales outside the United States of America represented approximately 37% of the Company's consolidated net sales in fiscal 1995. The Company currently sells personal computer products in more than 125 countries and manufactures products in the United States and other countries. The success and profitability of international operations may be adversely affected by risks associated with international activities, including economic and labor conditions, political instability, tax laws (including U.S. taxes on foreign subsidiaries), and changes in the value of the United States dollar versus the local currency in which products are sold. Changes in exchange rates may adversely affect the Company's net consolidated sales (as expressed in United States dollars) and gross profit margins from international operations. The Company attempts to mitigate this exposure through hedging transactions. Reliance on Key Suppliers. The Company's manufacturing process requires a high volume of quality components that are procured from third-party suppliers. Reliance on suppliers, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts, a shortage of components, increases in component costs, and reduced control over delivery schedules, any or all of which could adversely affect the Company's financial results. The Company has several single supplier relationships, and the lack of availability of timely and reliable supply of components from these sources could adversely affect the Company's business. While the Company has supply agreements with certain suppliers, such agreements typically only specify general terms and conditions, subject to release of purchase orders by the Company and acceptance thereof by the component supplier. In addition, alternative sources of supply are not available for some of the Company's single sourced components. Where alternative sources are available, qualification of the alternative suppliers and establishment of reliable supplies of components from such sources may result in delays and could adversely affect the Company's manufacturing processes and results of operations. The Company occasionally experiences delays in receiving certain components, which can cause delays in the shipment of some products to customers. Also, the Company has occasionally experienced certain defective components, which can affect the reliability and reputation of its products. There can be no assurance that the Company will be able to continue to obtain additional supplies of reliable components in a timely or cost-effective manner. In particular, the Company obtains its supply of microprocessors from Intel Corporation, although certain comparable microprocessors are available from other sources. The Company is continuing to increase its shipments of products incorporating Intel's Pentium microprocessor. Consolidated net sales from the Company's Pentium processor-based products represented 44% and 29% of system revenue of the Company for the fourth fiscal quarter and year ended January 29, 1995, respectively. In November 1994, an inaccuracy in Intel's Pentium microprocessors was publicized that, in some cases, may cause errors in division. Based on information from Intel Corporation, the Company believes only a limited number of its Pentium microprocessor customers perform calculations affected by the inaccuracy. Nonetheless, Intel has offered replacement microproces- 4 6 sors to end-users for any Pentium microprocessor exhibiting this inaccuracy. By early February 1995, all of the Company's new shipments of Pentium processor-based products contained the corrected Pentium microprocessors. Although the Company had an inventory of Pentium microprocessors that exhibited the inaccuracy and previously shipped products which included such microprocessors, the Company believes that the costs associated with this inventory and replacement of Pentium microprocessors which exhibit this inaccuracy previously shipped to customers will not have a material adverse effect on the Company's results of operations or financial condition. Intellectual Property Rights. From time to time, other companies and individuals assert exclusive patent, copyright, trademark and other intellectual property rights to technologies or marks that are important to the personal computer industry or the Company's business. The Company evaluates each claim relating to its products and, if appropriate, seeks a license to use the protected technology. The licensing agreements generally do not require the counterpart to assist the Company in duplicating its patented technology nor do these agreements protect the Company from trade secret, copyright or other violations by the Company or its suppliers in developing or selling these products. There can be no assurance, however, that the Company will be able to obtain licenses to intellectual property of third parties on commercially reasonable terms, if at all. In addition, the Company could be at a disadvantage if its competitors obtain licenses for protected technologies with more favorable terms than does the Company. If the Company or its suppliers are unable to license protected technology used in the Company's products, the Company could be prohibited from marketing those products or may have to market products without desirable features. The Company could also incur substantial costs to redesign its products or to defend any legal action taken against the Company. If the Company's products should be found to infringe protected technology, the Company could be enjoined from further infringement and required to pay damages to the infringed party. Any of the foregoing could have a material adverse effect on the Company. Management of Growth. The Company has experienced rapid growth, which has required it to enhance and expand its management team, information systems, manufacturing operations, and other aspects of its infrastructure. If the Company continues to experience rapid growth, of which there can be no assurance, it will need to continue to improve and expand its infrastructure. There can be no assurance that the Company will be able to manage expansion of its infrastructure to support future growth effectively, nor can there be any assurance that the Company's results of operations will not be adversely affected by any such growth, enhancements or expansion. The Company is in the process of transitioning its management information systems to more fully integrate them on an enterprise wide basis, to reduce redundancy and to incorporate enhanced functionality. The Company currently expects this transition, which involves both hardware and software enhancements, to continue at least through 1998. There can be no assurance that this management information system transition can be accomplished on a timely basis or without disruptions of the Company's operations, or management information functions, which could have a material adverse effect on the Company's results of operations. Reliance on Key Executives. The Company depends on the services of members of its executive staff, including Michael S. Dell, the founder of the Company and its Chairman and Chief Executive Officer. The loss of the services of members of its executive staff, including Michael S. Dell, could have a material adverse effect upon the Company. The Company does not maintain key man life insurance on any of its key executives. Share Ownership of Michael S. Dell. As of May 31, 1995, Michael S. Dell owned approximately 8,357,000 shares of Common Stock representing approximately 18.5% of the outstanding shares of Common Stock as of that date. Although Mr. Dell does not hold a majority of the outstanding Common Stock, he is likely to be in a position to influence significantly the election of some or all of the members of the Company's Board of Directors and the outcome of most corporate actions requiring stockholder approval. See "Description of Capital Stock." 5 7 Impediments to Changes in Control. Certain provisions in the Certificate of Incorporation and Bylaws of the Company may make more difficult or discourage attempts to change the composition of the Board of Directors, may make more difficult or discourage takeovers of the Company, including those in which holders of the Company's Common Stock might receive a substantial premium for some or all of their shares, and could potentially depress the market price of shares of Common Stock. In addition, the ability of the Board of Directors to issue shares of preferred stock or rights to purchase preferred stock and to fix the voting, redemption, conversion and other rights thereof without stockholder approval could hinder any proposed tender offer, merger or other attempt to gain control of the Company. See "Description of Capital Stock." Volatility of Stock Price. The Common Stock is currently quoted on the Nasdaq National Market. The Company believes that factors including but not limited to new product or other announcements by the Company, its competitors or suppliers and quarterly fluctuations in the Company's and competitors' results of operations have caused significant fluctuations in the market price of the Common Stock and could continue to do so in the future. In addition, substantial sales of the Company's Common Stock in excess of historical trading volumes, as may be occasioned by the sale of Shares offered hereby, are likely to have an adverse effect on the trading price of the Company's Common Stock. Further, the Company competes in a highly dynamic industry which may result in increased volatility of the Company's Common Stock price. See "Market Prices of Common Stock." 6 8 THE COMPANY Dell Computer Corporation designs, develops, manufactures, markets, services and supports a broad range of personal computers, including desktops, notebooks and servers compatible with industry standards under the Dell(R) brand name. With revenue of nearly $3.5 billion for 1995, Dell is the world's leading direct marketer of personal computers and one of the top five personal computer vendors in the world. Dell primarily markets its personal computer products and services directly to its customers, which include major corporate, government, medical and education accounts as well as small businesses and individuals. The Company believes that its direct customer relationships provide it with a competitive advantage because the information that the Company gathers and analyzes from these relationships enables it to better understand and respond to customer demands for computer products and services. Additionally, such information enables the Company to focus its computer product development efforts on the technologies that are most valued by its customers. Dell's approach also generally avoids the inefficiency and mark-ups associated with the typical industry model, where products move through a multi-step process involving manufacturers, distributors, retail stores and a variety of value-added service providers. Dell supplements its direct marketing strategy by selling personal computer systems through certain value-added remarketers and system integrators and, in certain international geographical regions, third-party distributors and consumer retailers. The Company employs a build-to-order manufacturing process that enables the Company to achieve rapid inventory turnover and reduced inventory levels, which reduces the Company's exposure to the risk of declining inventory values. This flexible manufacturing process also allows the Company to rapidly incorporate new technologies and components into its product offerings. The Company's product development efforts are focused on designing and developing personal computer products which adhere to industry standards and incorporate technologies and features at reasonable price levels that the Company believes are the most desired by its customers. As of March 31, 1995, the Company offered 59 personal computer systems, many of which can be custom configured with a variety of hardware including multimedia and communication devices as well as an assortment of memory, mass storage and other options. As part of its commitment to provide personal computer solutions, the Company also markets a wide range of software, peripherals, and service and support programs. Dell Computer Corporation was originally incorporated in Texas in May 1984. In October 1987, the current Delaware corporation was formed and the renamed successor to the Texas company became a subsidiary of the Delaware corporation. Based in Austin, Texas, the Company operates wholly-owned subsidiaries in the Americas, Europe, Japan, Asia, Australia, and other international locations. 7 9 MARKET PRICES OF COMMON STOCK The Common Stock is quoted on the Nasdaq National Market under the trading symbol DELL. The following table sets forth, for the fiscal quarters indicated, the high and low reported bid prices for the Common Stock as reported on the Nasdaq National Market.
HIGH LOW ---- ---- Fiscal Year Ending January 28, 1996 Second Quarter (May 1, 1995 through May 31, 1995)............................ $58 5/8 $48 1/2 First Quarter.................................................... $54 7/8 $39 1/2 Fiscal Year Ending January 29, 1995 Fourth Quarter................................................... $47 3/4 $36 3/4 Third Quarter.................................................... $44 $27 1/2 Second Quarter................................................... $30 3/4 $21 1/2 First Quarter.................................................... $30 1/8 $19 1/8 Fiscal Year Ended January 30, 1994 Fourth Quarter................................................... $28 1/8 $20 1/8 Third Quarter.................................................... $21 5/8 $15 1/8 Second Quarter................................................... $34 3/4 $13 7/8 First Quarter.................................................... $49 1/4 $27 5/8
The Common Stock was held of record by approximately 2,763 persons as of May 31, 1995. DIVIDEND POLICY COMMON STOCK Dividends on the Common Stock are payable when, as and if declared by the Board of Directors of the Company. The Company has never paid cash dividends on its Common Stock. The Company intends to retain earnings for use in its business and, therefore, does not anticipate paying any cash dividends on the Common Stock for at least the next twelve months. In addition, the Company's current line of credit generally prohibits the payment of cash dividends by the Company on the Common Stock except in certain circumstances. PREFERRED STOCK Holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefore, cash dividends at an annual rate of $7.00 per share, payable quarterly in arrears. Dividends are cumulative and are payable to the holders of record as they appear on the stock transfer books on such record dates as are fixed by the Board of Directors. The Series A Preferred Stock has priority as to dividends over the Common Stock. See "Description of Capital Stock -- Series A Preferred Stock." 8 10 CAPITALIZATION The following table sets forth the actual capitalization of the Company at January 29, 1995, and the pro forma capitalization adjusted to reflect the conversion of 1,190,000 of the 1,250,000 previously outstanding shares of Series A Preferred Stock to Common Stock and the payment of the aggregate conversion premium and the estimated expenses of the Company's conversion offer which expired on March 22, 1995. Pursuant to the conversion offer, the Company paid to holders of Series A Preferred Stock a conversion premium of $8.25 per share of Series A Preferred Stock converted into shares of Common Stock during a special conversion period which expired on March 22, 1995. This table should be read in conjunction with the Company's Annual Report on Form 10-K for the Fiscal Year Ended January 29, 1995, incorporated herein by reference.
JANUARY 29, 1995 --------------------- PRO ACTUAL FORMA -------- -------- (IN THOUSANDS) Long-term debt(1).................................................... $113,429 $113,429 Stockholders' equity: Preferred Stock, $.01 par value; shares authorized: 5,000,000; shares issued and outstanding (liquidation preference $100.00 per share): 1,250,000 actual and 60,000 shares outstanding pro forma........................................................... 13 1 Common Stock, $.01 par value; shares authorized: 100,000,000; shares issued and outstanding: 39,679,638 actual and 44,690,122 pro forma(2).................................................... 397 447 Additional paid-in capital......................................... 356,768 356,730 Unrealized loss on short-term investments.......................... (2,628) (2,628) Retained earnings.................................................. 311,217 300,871 Translation adjustment............................................. (14,031) (14,031) -------- -------- Total stockholders' equity................................. 651,736 641,390 -------- -------- Total capitalization....................................... $765,165 $754,819 ======== ========
- --------------- (1) Consists of the Company's 11% Senior Notes Due August 15, 2000. (2) Excludes 9,542,405 shares of Common Stock reserved for issuance under the Company's employee benefit plans. Options for 5,591,523 shares under such plans were outstanding at January 29, 1995. The payment of the conversion premium and the expenses of the conversion offer totalled approximately $10,346,000 and will be treated as an additional dividend on the Series A Preferred Stock for financial reporting purposes. Accordingly, the aggregate amount of the conversion premium and expenses paid will be deducted in determining net income applicable to common stockholders for the first quarter of 1996. Additionally, the effect of the conversion will be to increase primary weighted average common shares outstanding for the first quarter of 1996 by approximately 2,147,000 shares and for subsequent quarters by approximately 5,010,000 shares. Supplementary primary earnings per common share for the year ended January 29, 1995 would have been $3.20 assuming the Series A Preferred Stock was converted at the beginning of fiscal 1995. 9 11 SELLING STOCKHOLDERS The following table sets forth the name of each Selling Stockholder and relationship with the Company and (i) the number of shares of Common Stock owned by each Selling Stockholder as of May 31, 1995, (ii) the maximum number of shares of Common Stock which may be offered for the account of such Selling Stockholder under this Prospectus, and (iii) the amount and percentage of Common Stock to be owned by the Selling Stockholder after completion of the offering assuming the sale of all the Common Stock which may be offered hereunder.
AMOUNT AND PERCENTAGE OF COMMON STOCK OWNED AFTER MAXIMUM NUMBER OF THE OFFERING(2) NAME OF SHARES OWNED SHARES WHICH MAY BE -------------------- SELLING STOCKHOLDER PRIOR TO OFFERING(1) SOLD HEREUNDER AMOUNT PERCENTAGE - ----------------------------------- -------------------- ------------------- ------- ---------- First Hawaiian Bank Custodian For 10,526 10,526 0 0.00% Hotel Union Pension Trust Fund 1132 Bishop Street Honolulu, Hawaii 96813 Lanterman Strategies: 90's L.P. 42,105 42,105 0 0.00% 135 West 50th Street New York, New York 10020 Offshore Strategies, Ltd. 124,630 124,630 0 0.00% Citco Building P. O. Box 662 Roadtown, Tortola British Virgin Islands Smith Barney -- Travelers Series 14,736 11,236 3,500 * Fund Inc. 135 West 50th Street 6th Floor New York, New York 10020 Taliac-Fund THY 21,052 21,052 0 0.00% 3 World Financial Center, 7th Floor New York, New York 10285-0001 ----------- ------------- -------- Total 213,049 209,549 3,500 * =========== ============= ========
- --------------- * Less than 1%. (1) Beneficial ownership as of May 31, 1995 based upon information provided by the respective Selling Stockholders. (2) Assumes sale of all shares of Common Stock registered hereunder, although Selling Stockholders are under no obligation known to the Company to sell any shares of Common Stock at this time. The Company will pay the expenses of registering the shares of Common Stock being sold hereunder, which are estimated to be $40,000. 10 12 PLAN OF DISTRIBUTION The Shares may be sold pursuant to the offer made hereby from time to time through June 15, 1995, by the Selling Stockholders. The Selling Stockholders may sell the Shares being offered hereby: (i) in ordinary brokerage transactions, in transactions in which brokers solicit purchasers and to or through marketmakers in the Nasdaq National Market, (ii) in privately negotiated direct sales or sales effected through agents not involving marketmakers or established trading markets, and (iii) through transactions in put or call options or other rights (whether exchanged-listed or otherwise) established after the effectiveness of the Registration Statement of which this Prospectus is a part. The Shares may be sold at prices and at terms then prevailing or at prices related to the then current market price of the Common Stock on the Nasdaq National Market or at other negotiated prices. In addition, any of the Shares that qualify for sale pursuant to Rule 144 may be sold in transactions complying with such Rule, rather than pursuant to this Prospectus. The Shares consist of Common Stock issued to the Selling Stockholders upon conversion of the Company's Series A Preferred Stock. The shares of Series A Preferred Stock were originally issued by the Company in private transactions exempt from the registration requirements of the Securities Act. In the case of sales of the Shares effected to or through broker-dealers, such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of the shares of Common Stock for that the broker-dealer is selling, or both. The Company has advised the Selling Stockholders that the anti-manipulative Rules 10b-6 and 10b-7 under the Exchange Act may apply to the sale of the Shares and purchases and bids for, and stabilization activities, if any, with respect to, shares of the Company's Common Stock in the market. In addition, the Company will make copies of this Prospectus available to the Selling Stockholders and has informed them of the need for delivery of copies of this Prospectus to purchasers on or prior to sales of the Shares offered hereby. The Company is not aware as of the date of this Prospectus of any agreements between any of the Selling Stockholders and any broker-dealers with respect to the sale of the Shares offered by this Prospectus. The Selling Stockholders and any broker, dealer or other agent executing sell orders on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which case the commissions received by any such broker, dealer or agent and profit on any resale of the Shares of Common Stock may be deemed to underwriting commissions under the Securities Act. The commissions received by a broker, dealer or agent may be in excess of customary compensation. The Company will receive no part of the proceeds from the sale of Shares hereunder. Pursuant to the Registration Agreement entered into by and among the Company and the Selling Stockholders, the Selling Stockholders will pay their costs and expenses of selling the Shares hereunder, including commissions and discounts of underwriters, brokers, dealers or agents, and the Company has agreed to pay the costs and expenses incident to its registration and qualification of the Shares offered hereby, including registration and filing fees. In addition, the Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities arising under the Securities Act. There can be no assurance that any of the Selling Stockholders will sell any or all of the shares of Common Stock offered by them hereunder. 11 13 DESCRIPTION OF CAPITAL STOCK The following summary description is qualified in its entirety by reference to the Company's Certificate of Incorporation, as amended, which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). COMMON STOCK The Company is authorized to issue up to 100,000,000 shares of Common Stock. As of May 31, 1995, there were 45,243,441 shares of Common Stock outstanding. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Because holders of Common Stock do not have cumulative voting rights, the holders of a majority of the shares of Common Stock represented at a meeting have the power to elect all of the directors to be elected at that meeting. Subject to the prior rights of holders of Preferred Stock, the holders of Common Stock are entitled to dividends, when and as declared by the Board of Directors out of funds legally available therefor. The terms of the Company's line of credit restrict payment of cash dividends except in certain circumstances. See "Dividend Policy." If the Company dissolves or is liquidated, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of Preferred Stock. Holders of Common Stock have no preemptive rights and have no right to convert their Common Stock into any other securities. All of the outstanding shares of Common Stock are, and all shares of Common Stock offered hereby are or will be, upon conversion of Series A Preferred Stock, fully paid and nonassessable. The Certificate of Incorporation of the Company divides the Board of Directors of the Company into three classes, each class to be as nearly equal in number of directors as possible. At each annual meeting of stockholders, directors in each class are elected for three year terms to succeed the directors of that class whose terms are expiring. Paul O. Hirschbiel, Donald J. Carty and Thomas W. Luce, III, are Class I directors with their terms of office expiring in 1995. Michael S. Dell, Michael H. Jordan and Klaus S. Luft are Class II directors with their terms of office expiring in 1996. George Kozmetsky, Claudine B. Malone and Michael A. Miles are Class III directors with their terms of office expiring in 1997. The Certificate of Incorporation and Bylaws of the Company also provide that directors may be removed from office only for cause (as defined in the Certificate of Incorporation), that stockholder action must be taken at a duly called annual or special meeting (and not by written consent), and that stockholders follow an advance notification procedure for certain stockholder nominations of candidates for the Board of Directors and for certain other stockholder business to be conducted at an annual meeting. The existence of these provisions of the Company's Certificate of Incorporation and Bylaws may be disadvantageous to the extent they discourage takeovers in which stockholders might receive a substantial premium for some or all of their shares. Therefore, stockholders who desire to participate in such a takeover may not be afforded the opportunity to do so, even when such stockholders believe participation to be in their best interest. Also, such provisions may reduce temporary fluctuations in the market price of the Common Stock that may accompany the accumulation of large blocks of Common Stock and thereby deprive stockholders of an opportunity to sell their stock at a temporarily higher price. In addition to reducing temporary market fluctuations, such provisions could potentially depress the market price of shares of Common Stock and may have the effect of discouraging changes in control, particularly those that are opposed by the Company's incumbent management, even if a majority of stockholders desire the change in control. Such provisions thereby could also prevent the removal of management. 12 14 In addition, the ability of the Board of Directors to issue shares of Preferred Stock and to fix the voting, redemption, conversion and other rights thereof without stockholder approval could hinder any proposed tender offer, merger or other attempt to gain control of the Company. See "Description of Capital Stock -- Blank Check Preferred Stock." TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common Stock is American Stock Transfer & Trust Company. BLANK CHECK PREFERRED STOCK Pursuant to the Certificate of Incorporation of the Company, the Board of Directors has the authority, without further stockholder approval, to provide for the issuance of up to 5,000,000 shares of Preferred Stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences, the number of shares constituting any such series, and the designation of such series. Because the Board of Directors has the power to establish the preferences and rights of each series, it may afford the holders of any Preferred Stock preferences, powers and rights (including voting rights) senior to the rights of the holders of Common Stock. Other than the shares of Series A Preferred Stock described below, no shares of Preferred Stock have been issued and remain outstanding before this Offering. The issuance of shares of Preferred Stock or the issuance of rights to purchase shares of stock may have the effect of delaying, deferring or preventing a change in control of the Company. SERIES A PREFERRED STOCK The Series A Preferred Stock has been authorized as a series of Preferred Stock, consisting of 1,250,000 shares. As of May 31, 1995, 60,000 shares of Series A Preferred Stock remained issued and outstanding. The terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation (the "Certificate of Designation") creating the Series A Preferred Stock. Certain terms and provisions are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Certificate of Designation, including the definitions therein of certain terms, which is incorporated herein by reference. A copy of the Certificate of Designation may be obtained from Dell Computer Corporation, 2112 Kramer Lane, Building 1, Austin, Texas 78758-4012, Attention: Investors Relations. Dividends. Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefore, cash dividends at an annual rate of $7.00 per share, payable quarterly in arrears. Dividends are cumulative and are payable to the holders of record as they appear on the stock transfer books on such record dates as are fixed by the Board of Directors. The Series A Preferred Stock has priority as to dividends over the Common Stock and any other series or class of the Company's stock thereafter issued that ranks junior as to dividends to the Series A Preferred Stock, when and if issued (collectively, "Junior Dividend Stock"), and no dividend (other than dividends payable solely in stock that is Junior Dividend Stock and that ranks junior to the Series A Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (such stock that is junior as to liquidation rights, "Junior Liquidation Stock") (the Common Stock and any other capital stock of the Company that is both Junior Dividend Stock and Junior Liquidation Stock, "Junior Stock") may be paid on any Junior Dividend Stock, and no payment may be made on account of the purchase redemption, retirement, or other acquisition of Junior Dividend Stock or Junior Liquidation Stock (other than such acquisitions pursuant to employee or director incentive or benefit plans or arrangements, or acquisitions or exchanges solely for Junior Stock), unless all accrued and unpaid dividends on the Series A Preferred Stock for all dividend payment periods ending on or before the 13 15 date of payment of such dividends on Junior Dividend Stock, or such payment for such Junior Dividend Stock or Junior Liquidation Stock, as the case may be, have been paid or declared and set apart for payment. The Company may not pay dividends on any other series or class of the Company's stock hereafter issued that ranks on a parity with the Series A Preferred Stock as to dividends ("Parity Dividend Stock"), and may not make any payment on account of the purchase, redemption, retirement or other acquisition of shares of Parity Dividend Stock or any other series or class of the Company's stock hereafter issued that ranks on a parity with the Series A Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (such stock that has parity with the Series A Preferred Stock as to liquidation rights, "Parity Liquidation Stock") (other than such acquisitions pursuant to employee or director incentive or benefit plans or arrangements, or acquisitions or exchanges solely for Junior Stock), unless all accrued and unpaid dividends on the Series A Preferred Stock for all dividend payment periods ending on or before the date of payment of such dividends on Parity Dividend Stock, or such payment for such Parity Dividend Stock or Parity Liquidation Stock, as the case may be, have been paid or declared and set apart for payment. Liquidation Rights. In the case of the voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock are entitled to receive the liquidation preference of $100.00 per share, plus an amount equal to any accrued and unpaid dividends to the payment date, before any payment or distribution is made to the holders of Common Stock or any other series or class of the Company's stock hereafter issued that ranks junior to the Series A Preferred Stock as to distributions of assets upon such liquidation, dissolution or winding up, but the holders of the shares of the Series A Preferred Stock will not be entitled to receive the liquidation preference of such shares until the liquidation preference of any other series or class of the Company's stock hereafter issued that ranks senior to the Series A Preferred Stock as to distributions of assets upon such dissolution, liquidation or winding up ("Senior Liquidation Stock") has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Company's stock hereafter issued that rank on a parity with the Series A Preferred Stock as to distributions of assets upon such liquidation, dissolution or winding up of the Company are entitled to share ratably, in accordance with the respective preferential amounts payable on such stock, in any distribution (after payment of the liquidation preference of the Senior Liquidation Stock) which is not sufficient to pay in full the aggregate of the preferential amounts payable thereon. After payment in full of the liquidation preference of the shares of the Series A Preferred Stock, the holders of such shares will not be entitled to any further participation in any distribution of assets by the Company. Neither a consolidation or merger of the Company with another corporation nor a sale or transfer of all or part of the Company's assets for cash, securities or other property will be considered a liquidation, dissolution or winding up of the Company. Voting Rights. The holders of the Series A Preferred Stock have no voting rights except as described below or as required by law. In exercising any such vote, each outstanding share of Series A Preferred Stock will be entitled to one vote, excluding shares held by the Company or any affiliate of the Company, which shares have no voting rights. Whenever dividends on the Series A Preferred Stock or on any outstanding shares of Parity Dividend Stock have not been paid in an aggregate amount equal to at least six quarterly dividends on such shares (whether or not consecutive), the number of members of the Company's Board of Directors will be increased by two, and the holders of the Series A Preferred Stock, voting separately as a class with the holders of Parity Dividend Stock on which like voting rights have been conferred and are exercisable, will be entitled to elect such two additional directors at any meeting of stockholders at which directors are to be elected held during the period such dividends remain in arrears. Such voting rights will terminate when all such accrued and unpaid dividends have been declared and paid or set apart for payment. The term of office of all directors so elected will terminate immediately upon the termination of such voting rights. 14 16 In addition, so long as any Series A Preferred Stock is outstanding, the Company may not, without the affirmative vote or consent of the holders of at least 66 2/3% (unless a higher percentage shall then be required by applicable law) of all outstanding shares of Series A Preferred Stock, voting separately as a class, (i) amend, alter or repeal any provision of the Company's Certificate of Incorporation or Bylaws so as to affect adversely the relative rights, preferences, qualifications, limitations, or restrictions of the Series A Preferred Stock, (ii) create, authorize or issue, or reclassify any authorized stock of the Company into, or increase the authorized amount of, any series or class of stock that ranks senior to the Series A Preferred Stock as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any security convertible into any such class or series of such stock, or (iii) enter into a share exchange that affects the Series A Preferred Stock, consolidate with or merge into another entity, or permit another entity to consolidate with or merge into the Company, unless in each such case each share of Series A Preferred Stock remains outstanding and unaffected or is converted into or exchanged for convertible preferred stock of the surviving entity having powers, preferences and relative participating optional or other rights and qualification limitations and restrictions thereof identical to that of a share of Series A Preferred Stock (except for changes that do not affect the holders of the Series A Preferred Stock adversely). Redemption at Option of the Company. The Series A Preferred Stock may not be redeemed before August 25, 1996. On and after that date, the Series A Preferred Stock may be redeemed by the Company, at its option, in whole or in part at any time, subject to the limitations, if any, imposed by applicable law, at a redemption price per share of $104.67 if redeemed at any time during the period from August 25, 1996, through August 15, 1997, and at the following redemption prices per share, if redeemed during the 12-month period ending August 15:
PRICE YEAR PER SHARE -------------------------------------------------- --------- 1998.............................................. $103.89 1999.............................................. 103.11 2000.............................................. 102.33 2001.............................................. 101.56 2002.............................................. 100.78
and thereafter at $100.00 per share, plus, in each case, accrued and unpaid dividends to but excluding the redemption date. Conversion Rights. The holder of any shares of Series A Preferred Stock has the right, at the holder's option, to convert any or all shares into Common Stock at any time at the rate of 4.2105 shares of Common Stock for each share of Series A Preferred Stock (equivalent to a conversion price of $23.75 for each share of Common Stock), subject to adjustment in certain circumstances, except that if the Series A Preferred Stock is called for redemption, the conversion right will terminate at the close of business on the fifth business day prior to the date fixed for such redemption. LEGAL MATTERS The validity of the shares of Common Stock being sold in the offering is being passed upon for the Company by Wilson, Sonsini, Goodrich, & Rosati, Professional Corporation, Palo Alto, California. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the Fiscal Year Ended January 29, 1995, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 15 17 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. --------------------- TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents by Reference........................... 2 Investment Considerations............. 3 The Company........................... 7 Market Prices of Common Stock......... 8 Dividend Policy....................... 8 Capitalization........................ 9 Selling Stockholders.................. 10 Plan of Distribution.................. 11 Description of Capital Stock.......... 12 Legal Matters......................... 15 Experts............................... 15
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 209,549 SHARES DELL COMPUTER CORPORATION COMMON STOCK (PAR VALUE $.01 PER SHARE) --------------------- [DELL LOGO] --------------------- PROSPECTUS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 18 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses payable by Dell Computer Corporation (the "Registrant") in connection with the registration of the securities offered hereby are as follows: SEC filing fee............................................................ $ 3,586 Printing and engraving expenses........................................... 4,000 Legal fees and expenses................................................... 15,000 Accounting fees and expenses.............................................. 15,000 Miscellaneous............................................................. 2,414 ------- Total................................................................... $40,000 =======
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------------- ------------------------------------------------------------------------ 3.1 -- Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017). 3.2 -- Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017). 3.3 -- Certificate of Correction to the Certificates of Amendment of Certificate of Incorporation filed on May 9, 1988 and July 10, 1992, respectively, of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994, Commission File No. 0-17017). 3.4 -- Certificate of Stock Designation of the Registrant (incorporated by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993, Registration No. 33-69680). 3.5 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017). 5.1 -- Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation. 10.1 -- Severance Agreement dated September 15, 1994, between the Company and Joel Kocher (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on February 21, 1995, Registration No. 33-57775). 23.1 -- Consent of Price Waterhouse LLP 23.2 -- Consent of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). 24.1 -- Power of attorney (included on the signature page on Part II of this Registration Statement). 99.1 -- Registration Agreement among the Registrant and the Selling Stockholders named herein.
II-1 19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 2, 1995. DELL COMPUTER CORPORATION By: /s/ THOMAS B. GREEN Thomas B. Green General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Michael S. Dell, Thomas J. Meredith, Thomas B. Green and Dalton W. Kaye, or any of them, as his or her attorney-in-fact to sign on his or her behalf, individually and in the capacity stated below, all amendments and post-effective amendments to this Registration Statement as that attorney-in-fact may deem necessary or appropriate.
SIGNATURE TITLE DATE - --------------------------------------------- ---------------------------- ------------------ /s/ MICHAEL S. DELL Chairman of the Board and June 2, 1995 Michael S. Dell Chief Executive Officer (Principal Executive Officer) /s/ THOMAS J. MEREDITH Chief Financial Officer June 2, 1995 Thomas J. Meredith (Principal Financial and Accounting Officer) /s/ DONALD J. CARTY Director June 2, 1995 Donald J. Carty /s/ DR. GEORGE KOZMETSKY Director June 2, 1995 Dr. George Kozmetsky /s/ PAUL O. HIRSCHBIEL, JR. Director June 2, 1995 Paul O. Hirschbiel, Jr. /s/ THOMAS W. LUCE, III Director June 2, 1995 Thomas W. Luce, III /s/ MICHAEL H. JORDAN Director June 2, 1995 Michael H. Jordan /s/ CLAUDINE B. MALONE Director June 2, 1995 Claudine B. Malone /s/ KLAUS S. LUFT Director June 2, 1995 Klaus S. Luft /s/ MICHAEL A. MILES Director June 2, 1995 Michael A. Miles
II-2 20 INDEX TO EXHIBITS
SEQUENTIAL EXHIBIT PAGE NO. DESCRIPTION OF EXHIBIT NUMBER - --------- ---------------------------------------------------------------------- ---------- 3.1 -- Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017). 3.2 -- Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017). 3.3 -- Certificate of Correction to the Certificates of Amendment of Certificate of Incorporation filed on May 9, 1988 and July 10, 1992, respectively, of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994, Commission File No. 0-17017). 3.4 -- Certificate of Stock Designation of the Registrant (incorporated by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993, Registration No. 33-69680). 3.5 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017). 5.1 -- Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation. 10.1 -- Severance Agreement dated September 15, 1994, between the Company and Joel Kocher (incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on February 21, 1995, Registration No. 33-57775). 23.1 -- Consent of Price Waterhouse LLP 23.2 -- Consent of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). 24.1 -- Power of attorney (included on the signature page on Part II of this Registration Statement). 99.1 -- Registration Agreement among the Registrant and the Selling Stockholders named herein.
EX-5.1 2 OPINION OF WILSON, SONSINI, GOODRICH & ROSATI 1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] Exhibit 5.1 June 2, 1995 Dell Computer Corporation 2112 Kramer Lane, Building 1 Austin, Texas 78758-4012 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission on June 2 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 209,549 shares of Common Stock (the "Shares") of Dell Computer Corporation (the "Company"). All of the Shares are issued and outstanding and held by the Selling Stockholders referred to in the Registration Statement. The Shares are to be sold to the public as described in the Registration Statement. As counsel to the Company, we have examined the proceedings proposed to be taken in connection with said sale of the Shares. We have not served as transfer agent for the Shares nor have we served as your counsel continually since inception and accordingly, have relied upon certificates of officers of the Company, our review of the minute books of the Company, and inquiries of officers of the Company, of the Company's transfer agent, and of the Selling Stockholders, and such additional records and documentation as we considered necessary or appropriate for purposes of this opinion. Based upon and subject to the foregoing, we are of the opinion that, upon completion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the sale of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states, where required, the Shares, when sold in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. Very truly yours, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 21, 1995 appearing on page 25 of Dell Computer Corporation's Annual Report on Form 10-K for the Fiscal Year Ended January 29, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/Price Waterhouse LLP PRICE WATERHOUSE LLP Austin, Texas June 2, 1995 EX-99.1 4 REGISTRATION AGREEMENT 1 EXHIBIT 99.1 DELL COMPUTER CORPORATION REGISTRATION AGREEMENT FOR SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO ITS OFFER OF PREMIUM DATED FEBRUARY 21, 1995 PLEASE SIGN AND COMPLETE BELOW TO HAVE SHARES REGISTERED IN THE RESALE REGISTRATION EXACT NAME OF HOLDER:__________________________________________________________ STREET ADDRESS OF HOLDER:______________________________________________________ ________________________________________________ PHONE NUMBER:_______________________________ TELECOPY NUMBER: ________________ RELATIONSHIP TO DELL COMPUTER CORPORATION, IF ANY: ____________________________ _______________________________________________________________________________ NUMBER of SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF MAY 31, 1995 (EXCLUDING SHARES ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK):_______ NUMBER OF SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF SERIES A PREFERRED STOCK TO BE REGISTERED UNDER THIS AGREEMENT [IF NO INDICATION IS MADE, ALL SUCH SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF SERIES A PREFERRED STOCK WILL BE REGISTERED]:________________________________________________________________ SIGNATURE OF HOLDER:___________________________________________________________ [IF AN ENTITY] By:_____________________________________________________________ Name (please print):____________________________________________ Title (please print):___________________________________________ NUMBER OF PROSPECTUSES NEEDED (LIMIT OF 20):___________________________________ 2 REGISTRATION AGREEMENT This REGISTRATION AGREEMENT (the "Agreement") is made and entered into by and among Dell Computer Corporation, a Delaware corporation (the "Company"), and the undersigned holders (the "Holders") of Common Stock of the Company (the "Converted Common Stock") issued upon conversion of the Series A Convertible Preferred Stock of the Company (the "Series A Preferred Stock") into Common Stock of the Company pursuant to the Conversion Offer (hereinafter defined), effective as of June 2, 1995. RECITALS A. The Company offered to register under the Securities Act and applicable U.S. state securities laws (the "Initial Registration Offer"), the resale from time to time of the shares of Common Stock issued upon conversion of the Series A Preferred Stock by the holders thereof pursuant to that certain Offer of Premium Upon Conversion dated February 21, 1995, the related Special Conversion Notice and Registration Agreement (which together constitute the "Conversion Offer"). B. The Holders failed to accept the Initial Registration Offer. C. The Company, nonetheless, has offered to register under the Securities Act and applicable U.S. state securities laws (the "Subsequent Registration Offer"), the resale from time to time of the shares of Converted Common Stock. D. To facilitate the Subsequent Registration Offer and to provide certain information required by the Company to be included in the Registration Statement (hereinafter defined), the Company and the Holders desire to enter into this Agreement. AGREEMENTS NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Company and the Holders hereby agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings: (a) "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. (b) "Common Stock" means the Company's common stock, par value $.01 per share. (c) "Conversion Offer" means the Company's offer to the holders of the Series A Preferred Stock to convert such shares into the Company's Common Stock pursuant to that certain Offer of Premium Upon Conversion dated February 21, 1995, the related Special Conversion Notice and Registration Agreement. (d) "Effective Date" means the date on which the Commission declares the Registration Statement effective or on which the Registration Statement otherwise becomes effective. (e) "Exchange Act" means the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. (f) "Prospectus" means the final prospectus contained in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act, as it may be amended or supplemented by the Company from time to time. 2 3 (g) "Registrable Securities" means the shares of Converted Common Stock identified on the signature page of this Agreement for each Holder and to be registered by the Company in accordance with this Agreement. (h) "Registration Expenses" has the meaning assigned thereto in Section 4 hereof. (i) "Registration Statement" means the Company's registration statement on Form S-3 or such other successor form, in the form it is declared effective by the Commission, registering for resale the Registrable Securities. (j) "Resale Window" means the time period, if any, between the Effective Date and 12:00 midnight, New York City time, on Thursday, June 15, 1995. (k) "Securities Act" means the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time. 2. Registration under the Securities Act. The Company agrees to use its reasonable commercial efforts to register the resale by the Holders from time to time during the Resale Window of the Registrable Securities under the Securities Act and any applicable U.S. state securities or "blue sky" laws and to have the Registration Statement declared effective by the Commission as soon as reasonably practicable after June 2, 1995; provided, however, that the Company may, in its sole discretion, delay the effectiveness of such Registration Statement until a later date as the Company determines may be required or advisable. The Company further agrees to use its reasonable commercial efforts to keep the Registration Statement covering the Registrable Securities effective during the Resale Window. The Company will promptly notify the Holders of the Registrable Securities of the Effective Date at the address and telecopy number provided by such Holders on the signature page above. 3. Covenants of the Holders. As a condition of the Company's obligation to register the Registrable Securities and any and all other obligations of the Company under this Agreement, each Holder hereby represents, warrants and agrees: (a) to furnish to the Company the information requested next to such Holder's signature above, which shall include such Holder's name exactly as it appears upon the stock transfer records of the Company, its current street address, phone number, telecopy number, relationship to the Company, if any, the exact number of such Holder's shares of Common Stock issued upon conversion of Series A Preferred Stock to be registered under this Agreement, and the exact number of shares of Common Stock beneficially owned by such Holder and such other information reasonably available to such Holder as the Company may reasonably request; (b) that such Holder shall not take, directly or indirectly, any action that is designed to or which has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Converted Common Stock; (c) that such Holder will comply with Rule 10b-6 under the Exchange Act, which requires a seller of Registrable Securities and all affiliates of the that seller (as "affiliate" is defined in such rule) to suspend all bids for or purchases of shares of Common Stock at least two business days before and during any offers and sales of Registrable Shares by that seller and until that seller's offers and sales terminate; (d) that such Holder will comply with Rule 10b-7 under the Exchange Act, which prohibits any person from stabilizing the prices of a security to facilitate the offering of that security; (e) that such Holder shall not offer, sell, contract to sell, establish any short position in, or otherwise offer or dispose of any other Registrable Securities prior to the Effective Date; 3 4 (f) that such Holder will not offer, sell, pledge or otherwise dispose of the Converted Common Stock prior to the Effective Date; (g) that such Holder will offer and sell the Registrable Securities only in the manner described in the Registration Statement; (h) that such Holder will deliver or cause to be delivered a Prospectus to the buyer at or before any sale of Registrable Securities; (i) that, if such Holder sells Registrable Securities on the Nasdaq National Market in an ordinary brokerage transaction, such holder will deliver to its broker (i) a copy of the letter attached as Exhibit A completed and executed by such Holder (the "Seller's Letter"), and (ii) a copy of the letter attached as Exhibit B (the "Broker's Letter"), and shall cause its broker to execute the Broker's Letter and promptly to deliver both the Seller's Letter and the Broker's Letter to the transfer agent for the Common Stock and to the Company, attention: General Counsel, and that the Company may refuse to authorize transfer of such Registrable Securities if such letters are not delivered to the Company in form and substance satisfactory to the Company; (j) that, if such Holder sells Registrable Securities directly to another person other than in an ordinary brokerage transaction on the Nasdaq National Market, such holder will deliver to the transfer agent for the Common Stock and to the Company, attention: General Counsel, a copy of the Seller's Letter completed and executed by such Holder, and that the Company may refuse to authorize transfer of such Registrable Securities if such letter is not delivered to the Company in form and substance satisfactory to the Company; (k) that such Holder will immediately suspend all offers and sales of Registrable Securities pursuant to the Registration Statement upon termination of the Resale Window or, if earlier, upon notification from the Company that the Prospectus may no longer be used for offers or sales; and (l) that such Holder is the beneficial owner of the shares of Common Stock set forth on the signature page of such Holder hereto. 4. Registration Expenses. The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, (a) all Commission registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Converted Common Stock for offering and sale under any U.S. state securities and "blue sky" laws, (c) all expenses relating to the preparation, printing, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the certificates representing the Common Stock and all other documents relating hereto, (d) messenger and delivery expenses, (e) internal expenses (including, without limitation, all salaries and expenses of the Company's officers and employees performing legal or accounting duties), (f) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), and (g) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the "Registration Expenses"). Notwithstanding the foregoing, the Holders shall pay all agency fees and commissions, underwriting discounts and commissions, and transfer and other taxes attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly). 4 5 5. Indemnification. (a) Indemnification by the Company. On and after the effectiveness of the registration of the resale of the Registrable Securities pursuant to Section 2 hereof, and in consideration of the agreements of the Holders contained herein, the Company agrees to indemnify and hold harmless each of the Holders in any offering or sale of the Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act, or any final prospectus contained therein or furnished by the Company to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company agrees to reimburse such Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or final prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein; provided, further, that the Company shall not be liable to any person to the extent such loss, claim, damage, or liability results from the fact that there was not delivered by such person a final prospectus the delivery of which would have avoided such loss, claim, damage or liability. (b) Indemnification by the Holders. Each of the Holders, severally, hereby agrees (i) to indemnify and hold harmless the Company, and all other Holders, against any losses, claims, damages or liabilities to which the Company or such other Holders may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any final prospectus contained therein or furnished by the Company to any such Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim; provided, however, that no such Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration. (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the indemnification provisions of or contemplated by Section 5(a) or 5(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the 5 6 consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) Contribution. Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such Holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 5(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them and not joint. (e) The obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each Holder and each person, if any, who controls any Holder within the meaning of the Securities Act; and the obligations of the Holders contemplated by this Section 5 shall be in addition to any liability which the respective Holder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in any registration statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Securities Act. 6. Miscellaneous. (a) Specific Performance. The parties hereto acknowledge that there may be no adequate remedy at law if any party fails to perform any of its obligations hereunder and that each party may be irreparably harmed by any such failure, and accordingly agree that each party, in addition to any other remedy in which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the 6 7 terms and conditions hereunder, in any court of the United States or any State thereof having jurisdiction. (b) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested), or upon electronic confirmation of receipt if delivered by telecopy, as follows: If to the Company, to it at Dell Computer Corporation, 2112 Kramer Lane, Building 1, Austin, Texas 78758-4012, Attention: General Counsel, Telecopy number: (512) 728-3773, and if to a Holder, to it at the address and telecopy number provided by such Holder herein, or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (c) Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. (d) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any Holder, any director, officer or partner of such Holder, or any controlling person of such Holder, and shall survive the effectiveness of the Registration Statement. (e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. (f) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. (g) Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter, and supersede all prior agreements and understandings between the parties with respect to its subject matter. (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective June 2, 1995. DELL COMPUTER CORPORATION By: /s/ THOMAS J. MEREDITH Thomas J. Meredith Chief Financial Officer THE SIGNATURE OF THE HOLDER ON THE COVER OF THIS REGISTRATION AGREEMENT SHALL BE A COUNTERPART SIGNATURE TO THIS REGISTRATION AGREEMENT 7 8 EXHIBIT A SELLER'S LETTER ,1995 -------------- General Counsel Dell Computer Corporation 2112 Kramer Lane, Building 1 Austin, Texas 78758-4012 Telephone: (512) 338-4400 Telecopy: (512) 728-3773 American Stock Transfer & Trust Company 40 Wall Street New York, New York 10005 Telephone: (718) 921-8200 (212) 936-5100 Telecopy: (718) 236-4588 Re: Dell Computer Corporation Common Stock Issued Upon Conversion of Series A Convertible Preferred Stock Ladies and Gentlemen: The undersigned has sold _________________________ [insert number] shares ("Shares") of Common Stock of Dell Computer Corporation (the "Company") to ________________________________________ [insert name] (the "Purchaser"). Terms having their initial letter capitalized but not defined in this letter have the meanings ascribed them in the Registration Agreement between the undersigned and the Company. In order to induce you to transfer the Shares and to issue, register and countersign new certificates representing the Shares without a legend restricting the transfer thereof, the undersigned acknowledges and represents to the Company and American Stock Transfer & Trust Company as follows: 1. The undersigned delivered, or caused to be delivered, to the Purchaser a copy of the Prospectus of the Company relating to the Shares at or before the written confirmation of the sale of the Shares to the Purchaser. 2. No written materials other than the Prospectus and confirmation were used in connection with the sale. 3. The sale was made in compliance with all applicable state securities or blue-sky laws. 4. The undersigned also acknowledges and represents that the undersigned has complied with all its covenants in the Registration Agreement, including without limitation the covenants regarding compliance with Rule 10b-6 and Rule 10b-7 under the Exchange Act and the prohibitions against offering or selling the Shares before the Effective Date of the Registration Statement. I represent that I am not, and at no time have been, an affiliate of the Company. INDIVIDUAL: ---------------------------------------- (Signature of Selling Security Holder) ---------------------------------------- (Printed Name of Selling Security Holder) PARTNERSHIP, CORPORATION OR TRUST: Print Name of Entity: ------------------- ---------------------------------------- By: ------------------------------------- (Signature of Authorized Officer or Representative) ---------------------------------------- (Print Name of Authorized Officer or Representative) ---------------------------------------- (Title) 8 9 EXHIBIT B BROKER'S LETTER , 1995 ------------- General Counsel Dell Computer Corporation 2112 Kramer Lane, Building 1 Austin, Texas 78758-4012 Telephone: (512) 338-4400 Telecopy: (512) 728-3773 American Stock Transfer & Trust Company 40 Wall Street New York, New York 10005 Telephone: (718) 921-8200 (212) 936-5100 Telecopy: (718) 236-4588 Re: Dell Computer Corporation Common Stock Issued Upon Conversion of Series A Convertible Preferred Stock Ladies and Gentlemen: We have read the letter of __________________________________ [print name of seller] dated ______________________, 1995, concerning the proposed sale of shares (the "Shares") of Common Stock of Dell Computer Corporation (the "Company") through us and advise you that, in connection with the sale of the Shares: 1. We have sold or will sell the Shares in a brokerage transaction as agent for the named seller. 2. The undersigned delivered, or caused to be delivered, to the purchaser of the Shares a copy of the Prospectus of the Company relating to the Shares at or before the written confirmation of the sale of the Shares to the Purchaser through the undersigned firm. 3. No written materials other than the Prospectus and confirmation were used in connection with the sale. 4. The selling of the Shares by the undersigned as agent for the named seller does not constitute participation by the undersigned in a distribution within the meaning of the Securities and Exchange Commission's Rule 10b-6(c)(5). We understand that this determination may depend on the magnitude of the number of shares we are asked to sell, or foreseeably will be asked to sell, and the presence of any special selling efforts or selling methods. If our participation constitutes participation in a distribution within the meaning of Rule 10b-6(c)(5), we represent and acknowledge to you that we have complied with Rule 10b-6.* Sincerely, -------------------------------------- (Print Name of Firm) -------------------------------------- (Signature of Authorized Representative) -------------------------------------- (Print Name and Capacity of Signer) -------------------------------------- (Telephone Number) - --------------- *Note: In the view of the Securities and Exchange Commission, additional compensation offered to registered representatives or a favorable research report or any recommendation by the broker are indicia of special selling efforts and may indicate the transaction constitutes a distribution for purposes of Rule 10b-6. When a broker-dealer agrees with one or more shareholders to act as their exclusive agent in connection with sales off a shelf registration statement, the broker-dealer will be subject to Rule 10b-6, and the broker-dealer will be prohibited from engaging in market making or other activities proscribed by Rule 10b-6. 9 -----END PRIVACY-ENHANCED MESSAGE-----