8-K

UNITED STATESSECURITIES 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): February 12, 2008
______________

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)

(512) 338-4400
Registrant’s telephone number, including area code

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 8.01     Other Events.

On February 12, 2008, we announced plans to acquire MessageOne, Inc. pursuant to an Agreement and Plan of Merger, dated February 11, 2008, for approximately $155 million in cash plus an additional $10 million to be used for management retention.  MessageOne, which provides Software-as-a-Service enabled, enterprise-class email business continuity, compliance, archiving and disaster recovery services, was co-founded by Adam Dell, the brother of Michael Dell, our Chairman and Chief Executive Officer and the beneficial owner of approximately 10% of the outstanding Dell common stock.  Adam Dell serves as MessageOne’s non-executive chairman of the board, but is not a member of MessageOne management.

Related Party Interests — The following information about the relationships between Dell family members and MessageOne was provided to us by MessageOne and representatives of the Dell family.

Adam Dell is the sole owner and member of Impact Venture Advisors, LLC, which is the sole general partner of Impact Venture Partners, L.P. and Impact Entrepreneurs Fund, L.P.  Michael Dell, Susan Dell and a trust for the Dell’s minor children collectively own a 25% limited partner interest in Impact Venture Partners and a 43% limited partner interest in Impact Entrepreneurs Fund.  Alexander and Lorraine Dell, Mr. Dell’s parents, own a 14% limited partner interest in Impact Entrepreneurs Fund.  These investments in Impact Venture Partners and Impact Entrepreneurs Fund were made in December 1999 and January 2000, respectively.

Both Impact Venture Partners and Impact Entrepreneurs Fund are investors in MessageOne and hold shares of capital stock in MessageOne (and options or warrants to acquire shares of capital stock) that represent 22.31% and 1.73%, respectively, of MessageOne’s total capital stock outstanding on a fully diluted and as-converted basis.

As a result of their investments in MessageOne, Impact Venture Partners and Impact Entrepreneurs Fund will receive approximately $42 million and $3 million, respectively, of acquisition consideration.  It is currently expected that, of that consideration, the following amounts will be distributed to Dell family members:

• Impact Venture Advisors (wholly owned by Adam Dell) is expected to receive approximately $966,000 ($904,000 attributable to its interest in Impact Venture Partners and $62,000 attributable to its interest in Impact Entrepreneurs Fund).
• Michael Dell, Susan Dell and their children’s trust are expected to receive collectively approximately $12 million ($10.7 million attributable to their interest in Impact Venture Partners and $1.3 million attributable to their interest in Impact Entrepreneurs Fund).
• Mr. Dell’s parents are expected to receive approximately $450,000 (all attributable to their interest in Impact Entrepreneurs Fund).

Michael and Susan Dell have indicated that the proceeds which they and their children’s trust receive from the acquisition will be donated to charity.

Board Governance Processes — Our acquisition of MessageOne was identified and acknowledged by our Board of Directors from the outset as a potential related party transaction.  Consequently, our Board directed that management implement a series of measures designed to ensure that the transaction was considered, analyzed, negotiated and approved objectively and independent of any control or influence from the related parties.  Those measures included the following:

• Michael Dell was excluded from the negotiations and all aspects of the decision-making process.
• The independent members of our Board of Directors (i.e., the members of our Board other than Michael Dell and Don Carty) explored and analyzed in detail the process by which management identified, proposed, analyzed and negotiated the acquisition to ensure that management was acting independently and in the best interests of Dell Inc. and its stockholders. In addition, in accordance with their respective charters, (a) the Finance Committee of the Board (made up entirely of independent directors) reviewed and analyzed all aspects of the transaction and recommended that the transaction be approved by the full Board and (b) the Audit Committee (also made up entirely of independent directors) reviewed and analyzed the related-party aspects of the transaction and recommended that the transaction be approved by the full Board.
• Our Board of Directors sought, received and relied upon an opinion from Morgan Stanley & Co. Incorporated to the effect that, as of February 11, 2008 and based upon and subject to the matters stated in its opinion, the consideration to be paid by Dell pursuant to the merger agreement was fair, from a financial point of view, to Dell Inc..

With those measures and after consideration and discussion of the relationships and the interests of Michael Dell and members of the Dell family, our independent directors concluded that the transaction was fair to, and in the best interests of, Dell Inc. and its stockholders and, on that basis, approved the transaction.

Item 9.01     Financial Statements and Exhibits.

Exhibit 99.1 – Press Release issued by Dell Inc., dated February 12, 2008.

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:	February 12, 2008	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 issued by Dell Inc., dated February 12, 2008.

EX-99.1

Exhibit 99.1

Dell to Acquire Leading SaaS E-Mail Continuity, Compliance and Archiving Company MessageOne

• Critical Building Block to Dell’s Growing Portfolio of Enterprise-Class Configurable SaaS Services
• Simplifies and Helps Ensure Continuity for Most Widely Used Application – E-Mail

ROUND ROCK, Texas--(BUSINESS WIRE)--Dell has signed a definitive agreement to acquire MessageOne, Inc., an industry leader in Software-as-a-Service (SaaS) enabled enterprise-class e-mail business continuity, compliance, archiving and disaster recovery services. The acquisition, for approximately $155 million in cash, has been approved by the board of directors of each company and is subject to regulatory approvals and customary closing conditions.

MessageOne’s suite of services helps eliminate the downtime and complexity associated with managing, archiving, e-discovery, and long-term storage of e-mail.

“This is a valuable acquisition for Dell. MessageOne’s offerings add key capabilities to our growing SaaS-enabled services portfolio for the most critical application to businesses of any size – e-mail,” said Steve Schuckenbrock, president, Dell Global Services, and chief information officer. “MessageOne’s services not only meet the needs of large companies – with an impressive roster of existing Fortune-500 customers and marquee partners as proof points – but can also scale down cost effectively to meet the needs of small and medium business customers.”

A leader in the industry, MessageOne brings to Dell world-class technology and talent that will broaden Dell’s configurable services offerings. The company plans to make MessageOne offerings available after close to both direct customers and channel partners.

Dell’s services strategy is focused on providing customers and partners a configurable SaaS suite of mission-critical capabilities that span primary business functions such as e-mail. MessageOne’s e-mail business continuity and compliance offerings complement recent Dell SaaS acquisitions and expand on the company’s ProSupport offerings of configurable services announced last week.

Acquisition Background

The acquisition of MessageOne is valuable addition to Dell’s SaaS suite, and in line with its business strategy.

The Dell Board of Directors took a number of additional steps as part of the acquisition process because the transaction involves related parties. As outlined in Dell’s current report on Form 8-K filed with the Securities and Exchange Commission that will be available at www.dell.com/investors, MessageOne was co-founded by Adam Dell, Michael Dell’s brother, and is owned in part by two investment funds, Impact Venture Partners and Impact Entrepreneurs Fund, managed by Adam Dell. Michael Dell, Susan Dell, a trust for the Dell’s minor children, and Mr. Dell’s parents are also investors in the Impact funds. Adam Dell also serves as MessageOne’s non-executive chairman of the board.

“We recognized as we began considering a potential acquisition of MessageOne that related-party interests existed and that this required a series of measures designed to ensure that the transaction was considered, analyzed, negotiated and approved objectively and independently,” said Don Carty, Dell CFO and vice chairman. “The process that our Board of Directors put in place provided the high degree of independence and diligence required in this circumstance,” said Mr. Carty.

To ensure objectivity and transparency:

• Michael Dell was excluded from negotiating acquisition terms and from all aspects of the decision-making process.
• The independent members of Dell’s board of directors (excluding Michael Dell and Don Carty) explored and analyzed in detail the process by which management identified, proposed, analyzed and negotiated the acquisition to ensure that management was acting independently and in the best interests of Dell Inc. and its shareholders.
• The Dell board received an opinion from Morgan Stanley & Co. Incorporated to the effect that, as of Feb. 11, 2008 and based upon and subject to the matters stated in its opinion, the consideration to be paid by Dell pursuant to the merger agreement was fair, from a financial point of view, to Dell Inc.

Following this process and after consideration of the relationships and the interests of Michael Dell, Adam Dell and members of the Dell family, the independent members of the Dell board concluded that the transaction was fair to, and in the best interests of, Dell Inc. and its shareholders and approved the transaction.

It is currently expected that, when the Impact funds distribute the acquisition consideration to their partners, Adam Dell will receive approximately $970,000; Michael Dell, Susan Dell and their children’s trust, collectively, will receive approximately $12 million; and Mr. Dell’s parents will receive approximately $450,000.

Michael and Susan Dell have indicated that the proceeds that they and their children’s trust receive from the acquisition will be donated to charity.

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 MessageOne

Headquartered in Austin, Texas, MessageOne is the leading provider of managed services for e-mail management, archiving and business continuity. For enterprise e-mail and wireless messaging systems, the company’s Email Management Services (EMS™) provides comprehensive e-mail archiving, storage management and e-Discovery with the total continuity, recovery, and security protection only available from a managed service. In addition, MessageOne’s AlertFind™ provides guaranteed emergency notification and escalation to help companies protect their employees during any crisis or disaster. Millions of users around the world depend on MessageOne for its award-winning managed services.

Special Note:

Statements in this press release that relate to future results and events (including statements about the expected benefits of the MessageOne acquisition) are forward-looking statements based on our current expectations. Actual results and events in future periods may differ materially from those projected in these forward-looking statements because of a number of risks and uncertainties, including: whether the MessageOne acquisition ultimately proves successful; general economic, business and industry conditions; our ability to maintain a cost advantage over our competitors; our ability to properly manage and balance various product distribution methods without harming our operating results; our ability to effectively manage product transitions; and any additional issues or matters that may arise from the ongoing SEC investigation. For a discussion of those and other factors affecting Dell’s business and prospects, see Dell’s periodic filings with the Securities and Exchange Commission at www.sec.gov or www.dell.com/investor.

CONTACT:
Dell Inc., Round Rock
Media Contacts:
Lynn Cranford, 512-723-2229
lynn_cranford@dell.com
or
David Frink, 512-728-2678
david_frink@dell.com
or
Investor Contacts:
Lynn Tyson, 512-723-1130
lynn_tyson@dell.com
or
Robert Williams, 512-728-7570
robert_williams@dell.com
or
MessageOne
Mike Rosenfelt, 512-658-7854
mike_rosenfelt@messageone.com