-----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, FXRTXmi4m2YSwti0S/hhFg+wANu66H0YNHpf+MFHuYN2Hx/KZv/AhXf1/7U9QMhH Minkpy1hfsQocIcIT/4CmA== 0000950134-98-005602.txt : 19980630 0000950134-98-005602.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950134-98-005602 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980629 EFFECTIVENESS DATE: 19980629 SROS: NONE 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: SEC FILE NUMBER: 333-58039 FILM NUMBER: 98657183 BUSINESS ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1998 REGISTRATION NO. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- 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 or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE DELL WAY, ROUND ROCK, TEXAS 78682-2244 (Address of principal executive offices) (Zip code) DELL COMPUTER CORPORATION INCENTIVE PLAN (Full title of the plan) THOMAS B. GREEN Copies to: SENIOR VICE PRESIDENT, LAW AND ADMINISTRATION THOMAS H. WELCH, JR. DELL COMPUTER CORPORATION GENERAL CORPORATE COUNSEL ONE DELL WAY DELL COMPUTER CORPORATION ROUND ROCK, TEXAS 78682-2244 ONE DELL WAY (Name and address of agent for service) ROUND ROCK, TEXAS 78682-2244 (512) 338-4400 (Telephone number, including area code, of agent for service) ------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================== PROPOSED PROPOSED TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE Common Stock 35,654,140 shares $86.8049 $3,094,954,057 $913,011 ===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) promulgated under the Securities Act of 1933, based on the average of the high and low prices for Registrant's common stock reported in The Nasdaq Stock Market on June 22, 1998. (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. The following exhibits are filed as a part of this Registration Statement: EXHIBIT NO. DESCRIPTION OF EXHIBIT - ---------------- ------------------------------------------------------- 5 Opinion of Thomas H. Welch, Jr., General Corporate Counsel 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Legal Counsel (included in Exhibit 5) 24 Power of Attorney (set forth on Page 3) 2 3 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 Round Rock, Texas on June 29, 1998. DELL COMPUTER CORPORATION By: /s/ MICHAEL S. DELL ------------------------------------ Michael S. Dell, Chairman 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 dates indicated. Each person whose signature appears below hereby authorizes and appoints each of 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.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ MICHAEL S. DELL Chairman of the Board and June 29, 1998 - --------------------------- Chief Executive Officer Michael S. Dell (principal executive officer) /s/ DONALD J. CARTY Director June 29, 1998 - --------------------------- Donald J. Carty /s/ PAUL O. HIRSCHBIEL, JR. Director June 29, 1998 - --------------------------- Paul O. Hirschbiel, Jr. /s/ MICHAEL H. JORDAN Director June 29, 1998 - --------------------------- Michael H. Jordan /s/ THOMAS W. LUCE III Director June 29, 1998 - --------------------------- Thomas W. Luce III /s/ KLAUS S. LUFT Director June 29, 1998 - --------------------------- Klaus S. Luft
3 4
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ CLAUDINE B. MALONE - -------------------------- Director June 29, 1998 Claudine B. Malone /s/ ALEX J. MANDL - -------------------------- Director June 29, 1998 Alex J. Mandl /s/ MICHAEL A. MILES - -------------------------- Director June 29, 1998 Michael A. Miles /s/ THOMAS J. MEREDITH - -------------------------- Senior Vice President and June 29, 1998 Thomas J. Meredith Chief Financial Officer (principal financial officer) /s/ JAMES M. SCHNEIDER - -------------------------- Vice President - Finance and June 29, 1998 James M. Schneider Chief Accounting Officer (principal accounting officer)
4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- --------------------------------------------------------------- 5 Opinion of Thomas H. Welch, Jr., General Corporate Counsel 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Legal Counsel (included in Exhibit 5) 24 Power of Attorney (set forth on Page 3)
EX-5 2 OPINION OF THOMAS H. WELCH, JR. 1 EXHIBIT 5 June 29, 1998 Dell Computer Corporation One Dell Way Round Rock, Texas 78682 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am an Assistant General Counsel and the General Corporate Counsel of Dell Computer Corporation, a Delaware corporation (the "Company"), 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 35,654,140 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 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. 2 Dell Computer Corporation June 29, 1998 page 2 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-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 1998 appearing on page 20 of Dell Computer Corporation's Annual Report on Form 10-K. PRICE WATERHOUSE LLP Austin, Texas June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----