-----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, L4Kv2b1yCss0++cpPWodA8NqNk5JYHERC0hKjYaSGMkRPV3yeZDh4CsLvCsGdw3i 7rsyk/UhbgAqP4T5uAvLqQ== 0000950134-95-002435.txt : 19951010 0000950134-95-002435.hdr.sgml : 19951010 ACCESSION NUMBER: 0000950134-95-002435 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951006 EFFECTIVENESS DATE: 19951025 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63273 FILM NUMBER: 95579203 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-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 6, 1995 Registration No. 33- - -------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DELL COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-2487834 (State of incorporation) (I.R.S. Employer Identification No.) 2214 WEST BRAKER LANE, SUITE D AUSTIN, TEXAS 78758-4053 (Address, including ZIP code, of registrant's principal executive offices) DELL COMPUTER CORPORATION INCENTIVE PLAN (Full title of the plan) MICHAEL S. DELL DELL COMPUTER CORPORATION 2214 WEST BRAKER LANE, SUITE D AUSTIN, TEXAS 78758-4053 (512) 338-4400 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) COPIES TO: THOMAS B. GREEN THOMAS H. WELCH, JR. DELL COMPUTER CORPORATION 2214 WEST BRAKER LANE, SUITE D AUSTIN, TEXAS 78758-4053 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock 4,000,000 $83.125 $332,500,000 $114,656 shares (2) - ------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 467(h) under the Securities Act of 1933, based on the average of the high and low prices for the Registrant's common stock reported in the NASDAQ National Market System on October 4, 1995. (2) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of the Registrant's common stock as may become issuable pursuant to the antidilution provisions of the Dell Computer Corporation Incentive Plan. 2 Pursuant to General Instruction E of Form S-8 ("Registration of Additional Securities"), the Registrant hereby makes the following statement: On July 14, 1994, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 33-54577) (the "Prior Registration Statement") relating to shares of the Registrant's common stock to be issued pursuant to the Dell Computer Corporation Incentive Plan (the "Incentive Plan"), and the Prior Registration Statement is currently effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Incentive Plan. The contents of the Prior Registration Statement are incorporated herein by reference. ITEM 8. EXHIBITS The following exhibits are filed as a part of this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Certificate of Incorporation of Dell Computer Corporation (the "Company"), dated October 21, 1987 and filed October 22, 1987 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.2 Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 6, 1988 and filed May 9, 1988 (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.3 Certificate of Amendment to the Certificate of Incorporation of the Company, dated June 19, 1991 and filed June 21, 1991 (incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.4 Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1992 and filed July 10, 1992 (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.5 Certificate of Designation of Series A Convertible Preferred Stock, dated August 24, 1993 and filed August 26, 1993 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.6 Certificate of Correction Filed to Correct Certain Errors in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on May 9, 1988, and in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on July 10, 1992, dated April 27, 1994 and filed May 5, 1994 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
2 3 4.7 Certificate of Amendment to Certificate of Incorporation, dated July 31, 1996 and filed August 3, 1995 (incorporated by reference to Exhibit 3.7 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.8 Bylaws of the Company, dated October 22, 1987 (incorporated by reference to Exhibit 3.8 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.9 Amendments to the Bylaws, adopted June 19 1991 (incorporated by reference to Exhibit 3.9 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.10 Amendments to the Bylaws, adopted May 16, 1995 (incorporated by reference to Exhibit 3.10 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-01717) 4.11 Dell Computer Corporation Incentive Plan (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on July 14, 1994, Registration No. 33-54577) 4.12 First Amendment to Dell Computer Corporation Incentive Plan, dated as of July 21, 1995 (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 5* Opinion of Thomas H. Welch, Jr., General Corporate Counsel of the Company 23* Consent of Price Waterhouse LLP 24 Power of Attorney of officers and directors of the Company (included on signature page)
- --------------------- * Filed herewith 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on October 5, 1995. DELL COMPUTER CORPORATION By: /s/ MICHAEL S. DELL ------------------------------- Michael S. Dell, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes and appoints Michael S. Dell and Thomas B. Green 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.
Name Title Date ---- ----- ---- /s/ MICHAEL S. DELL Chairman of the Board, October 5, 1995 - ---------------------------- Chief Executive Officer and Director Michael S. Dell (principal executive officer) /s/ DONALD J. CARTY Director October 5, 1995 - ---------------------------- Donald J. Carty /s/ PAUL O. HIRSCHBIEL, JR. Director October 5, 1995 - ---------------------------- Paul O. Hirschbiel, Jr. /s/ MICHAEL H. JORDAN Director October 5, 1995 - ---------------------------- Michael H. Jordan /s/ GEORGE KOZMETSKY Director October 5, 1995 - ---------------------------- George Kozmetsky
4 5 /s/ THOMAS W. LUCE III Director October 5, 1995 - ---------------------------- Thomas W. Luce III /s/ KLAUS S. LUFT Director October 5, 1995 - ---------------------------- Klaus S. Luft /s/ CLAUDINE B. MALONE Director October 5, 1995 - ---------------------------- Claudine B. Malone /s/ MICHAEL A. MILES Director October 5, 1995 - ---------------------------- Michael A. Miles /s/ THOMAS J. MEREDITH Senior Vice President October 5, 1995 - ---------------------------- (principal financial officer) Thomas J. Meredith /s/ CATHERINE P. THOMPSON Vice President, Corporate Controller October 5, 1995 - ---------------------------- (principal accounting officer) Catherine P. Thompson
5 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Certificate of Incorporation of Dell Computer Corporation (the "Company"), dated October 21, 1987 and filed October 22, 1987 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.2 Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 6, 1988 and filed May 9, 1988 (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.3 Certificate of Amendment to the Certificate of Incorporation of the Company, dated June 19, 1991 and filed June 21, 1991 (incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.4 Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1992 and filed July 10, 1992 (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.5 Certificate of Designation of Series A Convertible Preferred Stock, dated August 24, 1993 and filed August 25, 1993 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.6 Certificate of Correction Filed to Correct Certain Errors in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on May 9, 1988, and in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on July 10, 1992, dated April 27, 1994 and filed May 5, 1994 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File no. 0-17017) 4.7 Certificate of Amendment to Certificate of Incorporation, dated July 31, 1995 and filed August 3, 1995 (incorporated by reference to Exhibit 3.7 of the Company's Quarterly Report on Form 10- Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.8 Bylaws of the Company, dated October 22, 1987 (incorporated by reference to Exhibit 3.8 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.9 Amendments to the Bylaws, adopted June 19 1991 (incorporated by reference to Exhibit 3.9 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 4.10 Amendments to the Bylaws, adopted May 18, 1995 (incorporated by reference to Exhibit 3.10 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-01717)
7 4.11 Dell Computer Corporation Incentive Plan (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on July 14, 1994, Registration No. 33-54577) 4.12 First Amendment to Dell Computer Corporation Incentive Plan, dated as of July 21, 1995 (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017) 5* Opinion of Thomas H. Welch, Jr., General Corporate Counsel of the Company 23* Consent of Price Waterhouse LLP 24 Power of Attorney of officers and directors of the Company (included on signature page)
- --------------------- * Filed herewith EX-5 2 OPINION OF THOMAS H. WELCH JR. 1 [DELL LETTERHEAD] EXHIBIT 5 October 4, 1996 Dell Computer Corporation 2214 West Braker Lane, Suite D Austin, Texas 78768-4053 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am the General Corporate Counsel of Dell Computer Corporation (the "Company"), a Delaware corporation, and have participated in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the offer and sale of an aggregate of 4,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), that may be issued from time to time pursuant to awards granted under the Dell Computer Corporation Incentive Plan (the "Incentive Plan"). In reaching the opinion set forth herein, I have examined such agreements, certificates of public officials and officers of the Company, records, documents and matters of law as I deemed relevant. Based on the foregoing and subject further to the assumptions, exceptions and qualifications hereinafter stated, I am of the opinion that the Shares, when issued in the manner contemplated by the Registration Statement and in accordance with the terms of the Incentive Plan and the relevant award agreements, will be legally issued, fully paid and nonassessable. In rendering the opinion set forth herein, I have assumed that the Company will receive the full amount and type of consideration (as specified in the Incentive Plan and each applicable award agreement) for each of the Shares or will have received that consideration upon the issuance of the Shares pursuant to the applicable award agreement, that such consideration will be in cash, personal property or services already performed, that such 2 Dell Computer Corporation October 4, 1995 Page 2 consideration will equal or exceed the par value per share of the Shares, that appropriate certificates evidencing the Shares will be properly executed upon each such issuance and that each grant of an award pursuant to the Incentive Plan will be duly authorized. The opinion expressed above is limited to the laws of the State of Texas, the Delaware General Corporation Law and the federal laws of the United States of America. I am not admitted to the practice of law in the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come into the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, /s/ THOMAS H. WELCH, JR. Thomas H. Welch, Jr. General Corporate Counsel EX-23 3 CONSENT OF PRICE WATERHOUSE, LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Dell Computer Corporation Incentive Plan of our report dated February 21, 1995, appearing on page 25 of Dell Computer Corporation's Annual Report on Form 10-K for the year ended January 29, 1995. PRICE WATERHOUSE LLP Austin, Texas October 6, 1995 -----END PRIVACY-ENHANCED MESSAGE-----