As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
APPLE COMPUTER, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2404110
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
20525 Mariani Avenue
Cupertino, California 95014
(Address of Principal Executive Offices)
Director Warrants
(Full title of the Plan)
PETER M. MOLDAVE, ESQ.
Senior Counsel, Corporate
Apple Computer, Inc.
20525 Mariani Avenue, M/S 38-I
Cupertino, California 95014
(408) 996-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
JOHN FORE, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities be price per offering registration
to be registered unit (1) price (1) fee (2)
registered
Common 20,000 $29.00 $580,000 $181.25
Stock shares
issuable
upon
exercise of
Director
Warrants
(1) Pursuant to Rule 457 under the Securities Act of 1933, this represents
the exercise price of the warrants.
(2) 1/32 of 1% of the maximum aggregate offering price.
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APPLE COMPUTER, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 24, 1993, filed pursuant to Section 13 of the Exchange
Act.
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1993, filed pursuant to Section 13 of the
Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 1994, filed pursuant to Section 13 of the
Exchange Act.
4. The description of the Company's Common Stock to be offered
hereby, which is contained in its Registration Statement on Form 8-A
dated October 30, 1981, as amended, filed pursuant to Section 12 of
the Exchange Act.
5. The description of the Company's Common Stock Purchase
Rights, which is contained in its Registration Statement on Form 8-A
dated May 26, 1989, filed pursuant to Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide for indemnification of any officer
or director who was or is a party or is threatened to be made a party in
any action or proceeding against all expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with all threatened, pending or completed actions or
proceedings, including civil, criminal, administrative, arbitration and
investigative actions and proceedings, including any appeal therein, which
arise by reason of the fact that any such person is or was an agent of the
Company. Section 317 of the California Corporations Code authorizes a
court to award, or a Company's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended (the "Securities Act"). As permitted under California
law, the Company's Restated Articles of Incorporation eliminate the
liability of a director to the Company or its shareholders for monetary
damages for breaches of his or her fiduciary duty of care, provided that
such liability does not arise from certain proscribed conduct (including
intentional misconduct and breach of the duty of loyalty). The Company's
Restated Articles of Incorporation, as well as its Bylaws, further provide
for indemnification of corporate agents to the maximum extent permitted by
the California General Corporation Law. Pursuant to the authority provided
in its Restated Articles of Incorporation, the Company has entered into
indemnification agreements with each of its officers and directors,
indemnifying them against certain potential liabilities that may arise as a
result of their service to the Company, and providing for certain other
protections.
The Company currently maintains directors' and officers' liability
insurance. The policy insures directors and officers against liabilities
incurred in connection with their services to or on behalf of the Company,
except for certain specified liabilities (including losses incurred in
connection with a public offering of securities).
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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Item 8. EXHIBITS
Exhibit
Number Note Description
4.1 (1) Common Shares Rights Agreement dated as of May 15,
1989 between the Company and the First National Bank of
Boston, as Rights Agent.
5.1 Opinion of counsel as to legality of securities being
registered.
10.A.4 (2) Form of Director Warrant.
24.1 (3) Consent of counsel.
24.2 Consent of independent auditors.
25.1 (4) Power of attorney.
________________
Notes:
(1)Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on May 26, 1989.
(2)Incorporated by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1988.
(3)Contained in Exhibit 5.1
(4)See Pages II-5 to II-6.
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
Part II of the Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, APPLE COMPUTER, INC., 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 Cupertino,
County of Santa Clara, State of California, on this 25th day of May, 1994.
APPLE COMPUTER, INC.
By: /s/ Michael Spindler
Michael Spindler, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph A. Graziano, Michael Spindler
and Edward B. Stead, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Michael Spindler President and May 25, 1994
(Michael Spindler) Chief Executive Officer
(Principal Executive Officer)
and Director
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Signature Title Date
/s/ Joseph A. Graziano Executive Vice President and May 25, 1994
(Joseph A. Graziano) Chief Financial Officer
(Principal Financial Officer)
and Director
/s/ Jeanne Seeley Vice President and May 25, 1994
(Jeanne Seeley) Corporate Controller
(Principal Accounting Officer)
/s/ Peter O. Crisp Director May 24, 1994
(Peter O. Crisp)
/s/ Bernard Goldstein Director May 25, 1994
(Bernard Goldstein)
(B. Jurgen Hintz) Director
/s/ A.C. Markkula, Jr. Director May 23, 1994
(A.C. Markkula, Jr.)
(Paul G. Stern) Director
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________________
APPLE COMPUTER, INC.
________________________________
EXHIBITS
________________________________
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Note Description Page
4.1 (1) Common Shares Rights Agreement dated
as of May 15, 1989 between the Company and
the First National Bank of Boston, as Rights Agent. 10
10.A.4 (2) Form of Director Warrant. 10
5.1 Opinion of counsel as to legality of securities
being registered. 11
24.1 (3) Consent of counsel. 10
24.2 Consent of independent auditors. 13
25.1 (4) Power of attorney. 10
________________
Notes:
(1)Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on May 26, 1989.
(2)Incorporated by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1988.
(3)Contained in Exhibit 5.1
(4)See Pages II-5 to II-6.
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EXHIBIT 5.1
Opinion of Counsel
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May 25, 1994
Apple Computer, Inc.
20525 Mariani Avenue
Cupertino, California 95014
Re: Registration Statement on Form S-8
for 20,000 Director Warrant Shares
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission on or about May 27, 1994 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 20,000 shares (the "Shares") of
Apple Computer, Inc.'s Common Stock, no par value, authorized for issuance
upon exercise of the warrants issued to outside directors (the "Director
Warrants"). As counsel in connection with this transaction, I have
examined the actions taken, and I am familiar with the actions proposed to
be taken, in connection with the issuance and sale of the Shares pursuant
to the Director Warrants.
It is my opinion that, when issued and sold pursuant to the terms of
the Director Warrants, the Shares will be legally and validly issued, fully
paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in
the Registration Statement.
Very truly yours,
/s/ Peter M. Moldave
Peter M. Moldave
Senior Counsel, Corporate
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EXHIBIT 24.2
Consent of Independent Auditors
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EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the Director
Warrants of Apple Computer, Inc. of our report dated October 11, 1993,
with respect to the consolidated financial statements and schedules of
Apple Computer, Inc. included in the Annual Report (Form 10-K) for the year
ended September 24, 1993.
ERNST & YOUNG
San Jose, California
May 25, 1994
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