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 2, 2013
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)
Registrant’s telephone number, including area code: (800) 289-3355
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) |
| þ | 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 August 2, 2013, Dell Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has fixed October 17, 2013 as the date for the Company’s 2013 annual meeting of stockholders (the “2013 Annual Meeting”) and has fixed September 10, 2013 as the record date for the 2013 Annual Meeting. The 2013 Annual Meeting will be held at 9:00 a.m., Central Daylight Time, at the Dell Round Rock campus, Building No. 2, Houston-Dallas conference room, 501 Dell Way, Round Rock, Texas 78682. A copy of the Company’s press release, dated August 2, 2013, is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The date of the 2013 Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2012 annual meeting of stockholders, which was held on July 13, 2012. In accordance with Rule14a-8 under the Securities Exchange Act of 1934, as amended, the Company has fixed a new deadline for the receipt of stockholder proposals under Rule 14a-8. Any proposal that a stockholder wishes to include in the Company’s proxy materials for the 2013 Annual Meeting pursuant to Rule 14a-8 must be received no later than the close of business on August 16, 2013 and must be submitted in compliance with the rule.
Any proposal or nomination for director that a stockholder wishes to propose for consideration at the 2013 Annual Meeting, but does not seek to include in the Company’s proxy materials for the meeting under applicable rules of the Securities and Exchange Commission, must be submitted in accordance with Section 12 of Article III of the Company’s bylaws, and must be received by the Company no later than August 18, 2013. Any such proposal must be an appropriate subject for stockholder action under applicable law and must otherwise comply with Section 12 of Article III of the Company’s bylaws.
Additional Information and Where to Find It
The Company will be filing with the Securities and Exchange Commission (the “SEC”) and furnishing to the Company’s stockholders a proxy statement and WHITE proxy card in connection with the solicitation of proxies for the 2013 Annual Meeting. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the Company’s stockholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc., One Dell Way, Round Rock, Texas 78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.
Participants in the Solicitation
The directors, executive officers and certain other members of management of the Company are “participants” in the solicitation of proxies from stockholders of the Company in connection with the 2013 Annual Meeting. Information regarding the identity of persons who, under the rules of the SEC, are participants in the solicitation of the stockholders of the Company in connection with the 2013 Annual Meeting, and regarding the direct or indirect interests, by security holdings or otherwise, of such persons, will be set forth in the proxy statement for the 2013 Annual Meeting and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, as amended by the Form 10-K/A filed with the SEC on June 3, 2013.
| Item 9.01 — | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Dell Inc., dated August 2, 2013 | |
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 7, 2013 | By: | /s/ Janet B. Wright | ||||
| Janet B. Wright, | ||||||
| Vice President and Assistant Secretary | ||||||
| (Duly Authorized Officer) | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Dell Inc., dated August 2, 2013 | |
Exhibit 99.1
August 02, 2013 10:14 AM Eastern Daylight Time
Dell Announces Date for 2013 Annual Meeting
ROUND ROCK, Texas—(BUSINESS WIRE)—Dell Inc. announced today that its 2013 Meeting of Stockholders will be held on October 17, 2013 at 9 a.m. Central Daylight Time at the Dell Round Rock campus, Building No. 2, Houston-Dallas conference room, 501 Dell Way, Round Rock, Texas 78682. Stockholders of record as of Sept. 10, 2013 will be eligible to vote at the meeting.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services that give them the power to do more. For more information, visit www.dell.com. You may follow the Dell Investor Relations Twitter account at: http://twitter.com/Dellshares. To communicate directly with Dell, go to www.Dell.com/Dellshares.
Forward-looking Statements
Any statements in these materials about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company filed with the SEC a definitive proxy statement and other relevant documents, including a form of proxy card, on May 31, 2013. The definitive proxy statement and a form of proxy have been mailed to the Company’s stockholders. Stockholders are urged to read the proxy statement and any other documents filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they contain important information about the proposed merger.
Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.
The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed merger, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of the Company’s stockholders generally, is set forth in the definitive proxy statement and the other relevant documents filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended February 1, 2013 (as amended with the filing of a Form 10-K/A on June 3, 2013 containing Part III information) and in its definitive proxy statement filed with the SEC on Schedule 14A on May 24, 2012.
Contacts
Dell
Media Contacts: 512-728-4100
David Frink, 512-728-2678
david_frink@Dell.com
or
Investor Relations Contacts:
David Mehok, 512-728-4225
david_mehok@Dell.com
or
Karina Franco, 512-728-5224
karina_franco@dell.com