-----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, Ay+P6c9Ks72zLuFkNuCh/kGWl3ENAjNvJRwiBQ6gD2asrkSGXW/5NNRteAqvAzSn 6yaR4vJNOMotpHghCkyEmg== 0001209191-10-062241.txt : 20101222 0001209191-10-062241.hdr.sgml : 20101222 20101222164026 ACCESSION NUMBER: 0001209191-10-062241 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101212 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMPELLENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001253955 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 371434895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7625 SMETANA LANE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9522943300 MAIL ADDRESS: STREET 1: 7625 SMETANA LANE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33685 FILM NUMBER: 101269262 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 NAME: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dell International L.L.C. CENTRAL INDEX KEY: 0001476297 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33685 FILM NUMBER: 101269261 BUSINESS ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 BUSINESS PHONE: 800-823-9955 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 3 1 c10148_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2010-12-12 0 0001253955 COMPELLENT TECHNOLOGIES INC CML 0000826083 DELL INC ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 0001476297 Dell International L.L.C. ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 COMMON STOCK 342884 D COMMON STOCK 8947770 I By Dell International L.L.C. On November 18, 2010, Dell Inc., a Delaware corporation ("Dell") adopted a Rule 10b5-1 Trading Plan (the "10b5-1 Plan") providing for the purchase in the open market, in compliance with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of Common Stock in an amount of up to $63.4 million during the period beginning on November 18, 2010 and continuing through January 28, 2011. Concurrently with the adoption of the 10b5-1 Plan, Dell appointed UBS Securities, LLC as purchasing agent in connection with the 10b5-1 Plan, and instructed UBS Securities, LLC to purchase up to 1,560,00 shares of Common Stock at a price per share of less than $27.01 during the period from November 26, 2010 through December 23, 2010. During such period, Dell acquired beneficial ownership of 342,884 shares of Common Stock. As of December 12, 2010, Dell International L.L.C., a direct, wholly-owned subsidiary of Dell ("Dell International"), and Dell Trinity Holdings Corp., a direct, wholly-owned subsidiary of Dell International ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compellent Technologies, Inc. ("Compellent"), pursuant to which Merger Sub will be merged with and into Compellent with Compellent surviving the merger as a direct, wholly-owned subsidiary of Dell International and an indirect, wholly-owned subsidiary of Dell. (continued in footnote 3) Concurrently with entering into the Merger Agreement, Dell International entered into Voting and Support Agreements (the "Support Agreements") with certain executive officers, directors, affiliates of directors and/or stockholders (collectively, the "Supporting Stockholders") of Compellent, pursuant to which, among other things, each Supporting Stockholder (i) agreed to vote all of the shares of Common Stock held by such Supporting Stockholder on the date of the Support Agreements or acquired after that date in favor of the Merger and against any action or agreement that would result in a breach by Compellent of the Merger Agreement or any action that is intended or could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger and (ii) granted Dell International an irrevocable proxy to vote such shares in accordance with the foregoing. By virtue of the Support Agreements, the reporting persons may be deemed to have voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Exchange Act) an aggregate of 8,947,770 shares of the Common Stock (including 670,218 shares issuable upon exercise of options exercisable within 60 days (the "Option Shares")) held by the Supporting Stockholders, which represent approximately 28.4% of the sum of (i) 32,009,800 shares of Common Stock outstanding as of December 10, 2010, as represented by Compellent in the Merger Agreement, and (ii) the Option Shares. (continued in footnote 5) Each of the reporting persons hereby expressly disclaims any pecuniary interest in, and beneficial ownership of, shares of the Common Stock that are subject to the Support Agreements, and this report shall not be deemed an admission that such reporting person is the beneficial owner thereof for purposes Section 16 of the Exchange Act or for any other purpose. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the reporting persons with the Securities and Exchange Commission on the date hereof. DELL INC., By: /s/ Janet B. Wright, Vice President and Assistant Secretary 2010-12-21 DELL INTERNATIONAL LLC, By: /s/ Janet B. Wright, Manager 2010-12-21 -----END PRIVACY-ENHANCED MESSAGE-----