-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GjOZSwX02u59UGqmf9lqObkAnL0wpHf2XCartsbg3Wk0yJARaju0aC3INCTncRgV dlHUckVY65H3DroAF1dF9w== 0000950134-07-000059.txt : 20070103 0000950134-07-000059.hdr.sgml : 20070101 20070103160732 ACCESSION NUMBER: 0000950134-07-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061228 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 07504620 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 8-K 1 d42468e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): December 28, 2006
 
Dell Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-17017   74-2487834
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer
Identification No.)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 338-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 3.02 Unregistered Sales of Equity Securities.
     Dell has modified the corporate organizational structure of certain of its subsidiaries to achieve more integrated global operations and to provide various financial, operational and tax efficiencies. In connection with this internal restructuring, on December 28, 2006, Dell issued 475,435,817 shares of its common stock, par value $.01 per share, valued at $12 billion based on the closing price on The NASDAQ Stock Market on that date, to a wholly-owned subsidiary in return for an equivalent value in equity interests in the subsidiary. As part of the restructuring, the subsidiary used these shares to acquire a controlling interest in another wholly-owned Dell subsidiary. Because all the shares issued as part of this restructuring are held by wholly-owned subsidiaries of Dell, the shares will not be considered outstanding on Dell’s consolidated financial statements or for voting purposes. Dell continues to be the ultimate beneficial owner of all subsidiaries involved in the internal restructuring.
     These shares have not been registered under the Securities Act of 1933, as amended, and were issued in a transaction not involving a public offering pursuant to the exemption under Section 4(2) of the Securities Act. The shares may not be resold absent registration or an applicable exemption from the registration requirements under the Securities Act or other applicable law.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
    DELL INC.
 
        
Date: January 3, 2007
  By:   /s/ Thomas H. Welch, Jr.
 
       
 
      Thomas H. Welch, Jr.
Vice President and Assistant Secretary

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