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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)
1990 Stock Option Plan
(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
i
<PAGE> 1
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 (2) price (2) fee (3)
registered (1)
Common 3,600,000 $30.75 $110,700,000 $34,593.75
Stock shares
issuable
under the
1990 Stock
Option Plan
(1) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectuses relating to this
Registration Statement also relate to shares registered under Form S-8
Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-
31075 and 33-47596. A total of 43,400,000 shares issuable under the
1990 Stock Option Plan and its predecessor, the 1981 Option Plan, has
previously been registered under the Securities Act.
(2) Represents the fair market value of the Common Stock on May 24, 1994,
based on the last sale price reported by the NASDAQ National Market
System for such date.
(3) 1/32 of 1% of the maximum aggregate offering price.
ii
<PAGE> 2
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 3,600,000 shares
under the 1990 Stock Option Plan (the "1990 Plan"), which increase in
shares was approved by the shareholders at the Company's Annual
Meeting of Shareholders on January 26, 1994. Pursuant to Instruction
E, the contents of the Registrant's Form S-8 Registration Statements
Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075 and 33-47596 are
hereby incorporated by reference.
II-1
<PAGE> 3
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
II-2
<PAGE> 4
/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
II-3
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________________
APPLE COMPUTER, INC.
________________________________
EXHIBITS
________________________________
<PAGE> 6
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. 7
10.A.5 (2) 1990 Stock Option Plan 7
5.1 Opinion of counsel as to legality of
securities being registered. 8
24.1 (3) Consent of counsel. 7
24.2 Consent of independent auditors. 10
25.1 (4) Power of attorney. 7
________________
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.A.5 to 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.
(3)Contained in Exhibit 5.1
(4)See Pages II-2 to II-3.
<PAGE> 7
EXHIBIT 5.1
Opinion of Counsel
<PAGE> 8
May 25, 1994
Apple Computer, Inc.
20525 Mariani Avenue
Cupertino, California 95014
Re: Registration Statement on Form S-8
for 1990 Stock Option Plan
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 3,600,000 additional shares (the
"Shares") of Apple Computer, Inc.'s Common Stock, no par value, authorized
for issuance under the 1990 Stock Option Plan, as amended (the "Plan"). 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 Plan.
It is my opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under
the Plan, 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
<PAGE> 9
EXHIBIT 24.2
Consent of Independent Auditors
<PAGE> 10
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 1990 Stock
Option Plan 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
<PAGE> 11
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