-----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, J960Rh1UTLsaFSB18qHFIA1rle3hcyr6sE0La3r4g8ncRWyoKzROkK0d+Tfckv6B psSjBNeuLmixaOEWla8kuw== 0001157523-06-012178.txt : 20061215 0001157523-06-012178.hdr.sgml : 20061215 20061215161208 ACCESSION NUMBER: 0001157523-06-012178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061215 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 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: 061280602 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 a5295816.txt DELL INC. 8-K ================================================================================ 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 15, 2006 ------ Dell Inc. (Exact name of registrant as specified in its charter) Delaware 0-17017 74-2487834 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 15, 2006, Dell received a NASDAQ Staff Determination notice stating that the company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14) because it has not timely filed its Quarterly Report on Form 10-Q for the period ended November 3, 2006. A copy of the press release issued on December 15, 2006, announcing the company's receipt of this notice, is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated December 15, 2006 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: December 15, 2006 By: /s/ Thomas H. Welch, Jr. ----------------------------------- Thomas H. Welch, Jr. Vice President and Assistant Secretary EXHIBIT INDEX Exhibit No. Description of Exhibit --- ---------------------- 99.1 Press Release, dated December 15, 2006 EX-99.1 2 a5295816ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Dell Receives NASDAQ Notice Due to Delay in Filing of Form 10-Q ROUND ROCK, Texas--(BUSINESS WIRE)--Dec. 15, 2006--Dell Inc. (NASDAQ:DELL) announced that the company received, as expected, a NASDAQ Staff Determination letter on December 15, 2006, indicating that the company is not in compliance with the NASDAQ continued listing requirements set forth in Marketplace Rule 4310(c) (14). The Determination letter relates to the company's Form 10-Q for the fiscal third quarter ended November 3, 2006. The company previously announced the receipt of a NASDAQ Staff Determination letter on September 15, 2006, indicating that the Company was not in compliance with the NASDAQ continued listing requirements set forth in Marketplace Rule 4310(c) (14) due to the delay in the filing of its Form 10-Q for the fiscal second quarter ended August 4, 2006. On November 2, 2006, the Company appeared before the NASDAQ Listing Qualifications Panel to present a plan for regaining compliance and to request continued listing on The NASDAQ Stock Market. The panel has not yet rendered a decision. As previously announced, the U.S. Securities and Exchange Commission (SEC) and the Company's Audit Committee are conducting investigations into certain accounting and financial reporting matters, including the possibility of misstatements in prior period financial reports, and the company previously received a related subpoena from the United States Attorney for the Southern District of New York. The company is delaying the filing of the Form 10-Q for its fiscal third quarter ended November 3, 2006 because of questions raised in connection with those ongoing investigations. The company is committed to resolving the issues raised in connection with the investigations, and regaining compliance with all SEC filing requirements (including the filing of its Forms 10-Q for the fiscal second and third quarters of 2007) and all NASDAQ listing requirements, as soon as possible. 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 sells more systems globally than any computer company, placing it No. 25 on the Fortune 500. For more information, visit http://www.dell.com. To get Dell news direct, visit http://www.dell.com/RSS. Dell is a trademark of Dell Inc. Dell disclaims any proprietary interest in the marks and names of others. CONTACT: Dell Inc., Round Rock Media Contacts: Bob Pearson, 512-728-3256 Bob_pearson@dell.com or Dwayne Cox, 512-728-6236 Dwayne_Cox@dell.com or Investor Contacts: Lynn A. Tyson, 512-723-1130 lynn_tyson@dell.com or Robert Williams, 512-728-7570 robert_williams@dell.com -----END PRIVACY-ENHANCED MESSAGE-----