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As filed with the Securities and Exchange Commission on June 15, 1995
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)
1 Infinite Loop
Cupertino, California 95014
(Address, including zip code,
of registrant's principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
EDWARD B. STEAD, ESQ.
Vice President, General Counsel and Secretary
Apple Computer, Inc.
1 Infinite Loop, 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
(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(1) unit (2) price (2) fee (3)
registered
Common 3,000,000 $43.625 $130,875,000 $45,129.63
Stock shares
issuable
under the
Employee Stock
Purchase Plan
(1) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this
Registration Statement also relates to shares registered under Form S-
8 Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-
31075, 33-40877 and 33-57092. A total of 10,000,000 shares issuable
under the Employee Stock Purchase Plan has previously been registered
under the Securities Act.
(2) Represents the fair market value of the Common Stock on June 14, 1995,
based on the average of the high and low sale price reported by the
NASDAQ National Market System for such date.
(3) 1/29 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 3,000,000 shares
under the Employee Stock Purchase Plan. 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, 33-40877 and 33-57092
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 14th day of June, 1995.
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 June 14, 1995
(Michael Spindler) Chief Executive Officer
(Principal Executive Officer)
and Director
II-2
<PAGE> 4
/s/ Joseph A. Graziano Executive Vice President and June 14, 1995
(Joseph A. Graziano) Chief Financial Officer
(Principal Financial Officer)
and Director
/s/ Jeanne Seeley Vice President and June 14, 1995
(Jeanne Seeley) Corporate Controller
(Principal Accounting Officer)
/s/ Gilbert F. Amelio Director June 14, 1995
(Gilbert F. Amelio)
/s/ Peter O. Crisp Director June 14, 1995
(Peter O. Crisp)
/s/ Bernard Goldstein Director June 13, 1995
(Bernard Goldstein)
/s/ B. Jurgen Hintz Director June 14, 1995
(B. Jurgen Hintz)
/s/ Katherine M. Hudson Director June 14, 1995
(Katherine M. Hudson)
/s/ Delano E. Lewis Director June 14, 1995
(Delano E. Lewis)
/s/ A. C. Markkula, Jr. Director June 14, 1995
(A.C. Markkula, Jr.)
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
________________________________
E-1
<PAGE> 6
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Note Description Page
5.1 Opinion of counsel
as to legality of securities
being registered. 8
24.1 (1) Consent of counsel. 7
24.2 Consent of independent auditors. 10
25.1 (2) Power of attorney. 7
________________
NOTES
(1)Contained in Exhibit 5.1
(2)See Pages II-1 to II-2.
E-2
<PAGE> 7
EXHIBIT 5.1
Opinion of Counsel
E-3
<PAGE> 8
June 14, 1995
Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
Re: Registration Statement on Form S-8
for 3,000,000 Employee Stock Purchase Plan 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 June 15, 1995 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,000,000 additional shares (the
"Shares") of Apple Computer, Inc.'s Common Stock, no par value, authorized
for issuance under the Employee Stock Purchase Plan (the "Plan"). As
counsel in connection with this transaction, I have examined the
proceedings taken, and I am familiar with the proceedings 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 subscription agreements 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/ Susan L. Thorner
Susan L. Thorner
Senior Counsel
E-4
<PAGE> 9
EXHIBIT 24.2
Consent of Independent Auditors
E-5
<PAGE> 10
EXHIBIT 24.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of
Apple Computer, Inc. of our report dated October 17, 1994, with respect to
the consolidated financial statements and schedules of Apple Computer, Inc.
included and/or incorporated by reference in the Annual Report (Form 10-K)
for the year ended September 30, 1994.
ERNST & YOUNG LLP
San Jose, California
June 14, 1995
E-6
<PAGE> 11
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