-----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, SpFAOqReEnJh2czubNUae7v5F4NKfmjgcepEIzecDhlrrMJhEMPdnrm9evfzDRxQ +4Nw610/T5kXDjba6YOFDg== 0000950134-07-017350.txt : 20070808 0000950134-07-017350.hdr.sgml : 20070808 20070808163327 ACCESSION NUMBER: 0000950134-07-017350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070803 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 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: 071036074 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 d48974e8vk.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): August 3, 2007
 
Dell Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation)
  0-17017
(Commission File Number)
  74-2487834
(IRS Employer
Identification No.)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As more fully described in the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2007, the Company has implemented a program to provide cash payments to certain current and former employees who hold in-the-money stock options that expire while unexercisable by reason of the Company’s delinquency in filing its fiscal 2007 Annual Report on Form 10-K. On August 3, 2007, the Leadership Development and Compensation Committee of the Company’s Board of Directors approved extending this program to include additional expired options that were held by Kevin B. Rollins, the Company’s former President and Chief Executive Officer. Mr. Rollins retired from the Company effective May 4, 2007, and under the terms of his option agreements, 7,370,000 unexercised options that were vested at the time of his retirement expired 90 days after his retirement date (August 2, 2007). As a result of this approval and Mr. Rollins’ execution of a release agreement, Mr. Rollins will receive a cash payment of $48,462,495 on or before 45 days after the Company has filed its fiscal 2007 Annual Report on Form 10-K. The Company will incur compensation expense in the second quarter of fiscal 2008 equal to the amount of that cash payment. The release agreement executed by Mr. Rollins is substantially the same as the form filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 24, 2007.
Item 8.01 Other Events.
Dell completed its previously announced acquisition of SilverBack Technologies, Inc. on July 26, 2007.
On August 2, 2007, Dell issued a press release announcing the signing of an agreement to acquire the ASAP Software business from Corporate Express NV for $340 million. The planned acquisition will not be final until all regulatory and closing conditions are met. A copy of the press release is furnished as Exhibit 99.1 to this report.
On August 6, 2007, Dell issued a press release announcing the signing of an agreement to acquire ZING Systems, Inc. The planned acquisition will not be final until all closing conditions are met. A copy of the press release is furnished as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 — Press Release issued by Dell Inc., dated August 2, 2007.
Exhibit 99.2 — Press Release issued by Dell Inc., dated August 6, 2007.
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: August 8, 2007  By:   /s/ Thomas H. Welch, Jr.    
    Thomas H. Welch, Jr.   
    Vice President and Assistant Secretary   
 

2


 

EXHIBIT INDEX
         
Exhibit    
No.   Description of Exhibit
       
 
  99.1    
Press Release issued by Dell Inc., dated August 2, 2007.
       
 
  99.2    
Press Release issued by Dell Inc., dated August 6, 2007.

3

EX-99.1 2 d48974exv99w1.htm PRESS RELEASE exv99w1
 

EXHIBIT 99.1
(DELL LOGO) NEWS
MEDIA CONTACTS:
Dell Inc.
Rainer von Mielecki, Dwayne Cox
+44 (0) 134437 2550, (512) 992-8248
rainer_vonmielecki@dell.com
dwayne_cox@dell.com
INVESTOR CONTACTS:
Dell Inc.
Lynn Tyson, Rob Williams
(512) 723-1130, (512) 728-7570
lynn_tyson@dell.com
robert_williams@dell.com
Corporate Express
Carl Hoyer
31 20 651 10 42
ir@cexpgroup.com
DELL PLANS TO ACQUIRE ASAP SOFTWARE
ROUND ROCK, Texas, and BUFFALO GROVE, Ill. – August 2, 2007 — Dell announced today that it has entered into an agreement to acquire ASAP Software, a leading software solutions and licensing services provider and a subsidiary of Corporate Express.
     The acquisition will strengthen Dell’s existing software business by integrating ASAP’s complementary expertise in managing software licensing, purchasing, renewals, and compliance.
     Under the agreement, Dell will purchase ASAP for approximately $340 million. The acquisition is subject to regulatory approvals and customary closing conditions. It is anticipated to close during Dell’s fiscal third quarter.
— more —

 


 

          “Merging Dell’s software business with ASAP is part of our effort to re-invent and simplify the way our customers get access to IT,” said Paul Bell, senior vice president and president, Dell Americas. “After the acquisition is completed, our customers will have one of the world’s leading software solutions providers as a single point of expertise and accountability for software licensing, compliance, renewal and asset management.”
          ASAP is a provider of IT products and services to corporations and government organizations. Its subsidiary, License Technologies Group, specializes in licensing and e-commerce services for software publishers and their partners. Dell is increasingly being asked by corporate, government and institutional customers to deliver solutions that simplify software management. The ASAP acquisition is a key step in answering the needs of Dell customers.
          “Maximizing the value of our customers’ technology investment is a hallmark of ASAP,” said Paul Jarvie, ASAP president. “We’re excited about the opportunity to leverage the systems, processes, and teams we’ve developed over the past 23 years to serve Dell customers.”
          The acquisition of ASAP furthers Dell’s long-term initiative to radically simplify IT for customers by removing cost and complexity and making technology more efficient, manageable and flexible. Dell’s strategy, developed through millions of direct conversations with customers, is based on a set of core beliefs that:
    Information technology shouldn’t be as complex as it is.
 
    Customers should spend less on maintaining IT and more on innovation.
 
    Every IT project should not require an army of consultants.
 
    Computing should have minimal environmental impact.
 
    Superior information drives efficiency in an IT environment.
— more —

 


 

About Dell
     Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com, or to communicate directly with Dell via a variety of online channels, go to www.dell.com/conversations. To get Dell news direct, visit www.dell.com/RSS.
About ASAP
     ASAP provides IT products and services to corporations and government agencies headquartered in North America and Europe. Since its founding in 1984, the company has helped thousands of clients evaluate, purchase, deploy, and manage their software assets. Its expertise in volume licensing and innovative asset management solutions makes ASAP the single-source provider of choice for organizations whose objective is to maximize the value of their technology investments. With over 600 employees, ASAP serves customers through sales offices in 48 locations across North America and Europe. For more information, visit www.asap.com.
# # #

 

EX-99.2 3 d48974exv99w2.htm PRESS RELEASE exv99w2
 

EXHIBIT 99.2
(DELL LOGO) NEWS
MEDIA CONTACTS:
David Frink, Amy King
(512) 728-2678, (512) 725-2743
david_frink@dell.com
amy_king@dell.com
INVESTOR CONTACTS:
Lynn Tyson, Rob Williams
(512) 723-1130, (512) 728-7570
lynn_tyson@dell.com
rob_williams@dell.com
DELL PLANS TO ACQUIRE ZING SYSTEMS INC.
ROUND ROCK, Texas, Aug. 6, 2007 — Dell announced today it has entered into an agreement to acquire privately-held ZING Systems Inc., a consumer technology and services company that focuses on always-connected audio and entertainment devices. In a move that reflects the renewed interest and energy being directed at its Consumer business, Dell plans to use ZING and its capabilities to continue improving the entertainment experiences it provides its customers.
     Terms were not disclosed, and the purchase will not be final until all closing conditions are met. ZING is based in Mountain View, CA.
     For more information on Dell Consumer products, visit www.dell.com.
About Dell
     Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com, or to communicate directly with Dell via a variety of online channels, go to www.dell.com/conversations. To get Dell news direct, visit www.dell.com/RSS.
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