___________________________________________________________________________
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: December 24, 1996
Date of earliest
event reported: December 20, 1996
Apple Computer, Inc.
(Exact name of registrant as specified in its charter)
California 0-10030 94-2404110
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1 Infinite Loop, Cupertino, California 95014
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 996-1010
Not Applicable
(Former name or former address, if changed since last report.)
Exhibit Index on Page 4
1
<PAGE>
INFORMATION INCLUDED IN THIS REPORT
Items 1 through 4, 6 and 8 Not Applicable.
Item 5. Other Events.
(i) Reference is made to the press release issued to the public by the
registrant on December 20, 1996 announcing it has signed an agreement to
purchase NeXT Software, Inc. for a price of $400 million ($350 million plus the
assumption of approximately $50 million of debt), the text of which is attached
hereto as an exhibit, for a description of the events reported pursuant to this
Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99.1 Text of press release dated December 20, 1996.
2
<PAGE>
SIGNATURE
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, thereunto duly authorized.
APPLE COMPUTER, INC.
By: /s/Fred D. Anderson
Fred D. Anderson,
Executive Vice President and
Chief Financial Officer
Date: December 24, 1996
3
<PAGE>
INDEX TO EXHIBITS
Exhibit Document Page
99.1 Text of Press Release dated December 20, 1996 5
4
<PAGE>
Exhibit 99.1
Apple Computer, Inc. Agrees to Acquire NeXT Software Inc.
CUPERTINO, Calif.--Dec. 20, 1996--Apple Computer, Inc. today
announced its intention to purchase NeXT Software Inc., in a friendly
acquisition for $400 million. Pending regulatory approvals, all NeXT
products, services, and technology research will become part of Apple
Computer, Inc. As part of the agreement, Steve Jobs, Chairman and CEO
of NeXT Software, will return to Apple--the company he co-founded in
1976--reporting to Dr. Gilbert F. Amelio, Apple's Chairman and CEO.
The acquisition will bring together Apple's and NeXT's innovative and
complementary technology portfolios and significantly strengthens
Apple's position as a company advancing industry standards. Apple's
leadership in ease-of-use and multimedia solutions will be married to
NeXT's strengths in development software and operating environments
for both the enterprise and Internet markets. NeXT's object oriented
software development products will contribute to Apple's goal of creating
a differentiated and profitable software business, with a wide range of
products for enterprise, business, education, and home markets.
Using NeXT technology to embrace open industry standards Apple
Computer, Inc. believes the acquisition will allow the Company to further
develop industry alliances as the Internet/intranet market evolves. Apple
anticipates that NeXT's expertise in next-generation operating system
design will allow elements of the NEXTSTEP operating system to become
integral features of Mac OS--providing developers a compelling OS
foundation on which to build next generation software solutions.
"The acquisition of NeXT is the start of a new chapter in Apple's history
and represents a milestone in our transformation as a corporation," said
Dr. Gilbert F. Amelio, Chairman and CEO, Apple Computer Inc. "Today
Apple welcomed back its most talented visionary" Steve Jobs, someone
who can inspire a new generation of customers and software developers
and show that Apple remains the industry home for innovation and
excitement. Today Apple returns, as an open player to the mainstream
and the heart of this industry, where our technology can once more set
standards for innovation and excellence.
"Much of the industry has lived off the Macintosh for over ten years now,
slowly copying the Mac's revolutionary user interface," said Steven P.
Jobs. "Now the time has come for new innovation, and where better than
Apple for this to spring from? Who else has consistently led this industry--
first with the Apple II, then the Macintosh and LaserWriter? With this
merger, the advanced software from NeXT will be married with Apple's
5
<PAGE>
very high-volume hardware platforms and marketing channels to create
another breakthrough, leapfrogging existing platforms, and fueling Apple
and the industry copy cats for the next ten years and beyond. I still have
very deep feelings for Apple, and it gives me great joy to play a role in
architecting Apple's future."
Acquisition Confirms New Open Apple
The acquisition of NeXT is further evidence that Apple is fundamentally
changing the way it does business. Embracing outside technology and
driving cross-platform industry standards, Apple believes it can innovate
in the key areas that give its products and technology differentiation.
NeXT's cross-platform development environments for enterprise and
Internet/intranet markets, allow developers to write once and deploy
across a range of Internet and client-server platforms.
In a new era of industry collaboration and joint initiatives--brought on by
the "megatrends" of pervasive Internet and ubiquitous multimedia--NeXT
technology complements Apple's strength in multimedia authoring and
playback, as well as Internet access, Internet authoring, and Internet server
solutions.
In the last year Apple has worked on a series of collaboration initiatives
which leverage the Company's core strengths in Internet, multimedia,
and component software. Wide ranging agreements with Netscape
Communications, Sun Microsystems, and Silicon Graphics Computer
Systems--along with the acquisition of NeXT--confirm Apple is building
strategic relationships at the forefront of the information industry.
Developer Support
Software developers believe that the integration of NEXTSTEP technology
in future versions of Mac OS will result in a robust, next-generation OS
that provides developers with a multimedia-rich and Internet-savvy
platform.
"This partnership is the best possible fit. Both companies support strong,
open industry standards. Combined with their rich media focus and a
command of the Internet, these strengths will play well into Adobe's core
markets", says John Warnock, Chairman and CEO, Adobe Systems, Inc.
"NeXT's advanced operating system design, when combined with Apple's
leadership in ease-of-use and multimedia, will provide Adobe and other
developers with a robust, compelling platform on which to build great
next-generation software solutions."
6
<PAGE>
Apple expects to be able to show substantial developer and industry
endorsements for Apple's new Mac OS system software strategy at
MacWorld San Francisco in January 1997.
Apple Computer, Inc. believes the acquisition will provide a series of
benefits for customers, software developers, Apple Computer, NeXT, and
the information technology industry. They include the following:
Enterprise Offering Enhanced
The combination of Apple technology, NeXT object oriented software
development products, and the "megatrend" of corporate-wide intranets,
gives Apple the opportunity to reinvigorate its offering to enterprise
markets.
NeXT's OPENSTEP Enterprise and WebObjects development
environments allow enterprise customers to develop software solutions
quickly and deploy reusable applications on either traditional client-server
or Internet/intranet based networks. These powerful tools allow new
applications to access legacy data and applications, a key concern for
enterprise customers in the late 1990s. Customers currently using this
technology range from companies such as WebCrawler, Trilobyte and ID
to large organizations including Fannie Mae, Merrill Lynch, NASA, NTT,
and AT&T Wireless.
In addition, NeXT's Sales and Professional Services team offers worldwide
programs to facilitate the knowledge transfer required to quickly take
advantage of OPENSTEP Enterprise's unique capabilities. Apple
envisages this team will become a valued part of the Apple enterprise
offering moving forward.
Internet/intranet Position Strengthened
A key strategic advantage of NeXT technology is its powerful
Internet/intranet software development environment--WebObjects.
Today, Apple technology and customers are playing a pivotal role in the
evolution of the Internet--from easy to use powerful solutions in Internet
access, Internet authoring and Internet servers, to technologies such as
QuickTime Media Layer (QTML) and HotSauce/MCF that set new
standards in Internet multimedia and knowledge management.
Combining these Apple strengths with WebObjects' unique capabilities to
access legacy data and applications will provide Apple with a strong
offering for companies reengineering their businesses to take advantage
of the Internet. Customers currently using WebObjects technology include
The Sharper Image, Ford, Nissan, Lufthansa, and Bell South.
7
<PAGE>
Again, Apple foresees NeXT's Sales and Professional Services team
continuing to offer programs to companies who are implementing
corporate-wide business reengineering based upon a new
Internet/intranet infrastructure.
In addition, the momentum of Java, Sun Microsystems' platform-
independent programming language, has led Apple to conclude that by
implementing a Java architecture across its platforms and development
tools portfolio, Apple systems will be at the forefront of Internet/Internet
design--an area of enormous potential growth through the millennium.
WebObjects' Java-enabled object oriented model complements Apple
Computer's commitment to Java, which includes Mac OS Runtime for Java
(currently in beta) and the integration of JavaBeans and OpenDoc
component technology. Apple Computer, Inc. believes the acquisition of
NeXT will give the Company the opportunity to become a preeminent
development and deployment platform for Java technology.
Acquisition Kick-Starts Apple Software Business
The acquisition of NeXT's development products for enterprise and
Internet markets will allow Apple to supplement its growing list of
software products with a ready-made portfolio of powerful customer-
focused software solutions. Apple is committed to increasing the revenue
it makes from its software products and the acquisition of NeXT is a
significant development in building a differentiated, sustainable and
profitable software business. Apple already has a number of software
products--from QuickTime to HotSauce/MCF, which are driving industry
standards in multimedia and Internet markets--to customer applications
and tools such as Apple Internet Connection Kit (AICK), Apple Media
Tool, Language Kits, and communications software.
Delivery of Next Generation Mac OS
Apple's exhaustive research in operating system design, led the company
to conclude that NEXTSTEP's maturity, networking, customer and
developer acceptance, multi-tasking, protected memory, and scalability
from portable to server-level products make it the clear choice for
integration into the next major revision of Mac OS. Apple believes that the
integration of NEXTSTEP technology in future versions of Mac OS will
result in a robust, next generation OS that provides customers and
developers with a multimedia-rich and Internet-savvy platform.
Apple Chairman and CEO Dr. Gilbert F. Amelio, Chief Technology Officer
Ellen Hancock, and Steve Jobs will announce details of how Apple will
8
<PAGE>
incorporate NeXT technology into future releases of Mac OS at MacWorld
San Francisco in January.
Acquisition Brings New Talent to Apple
The acquisition of NeXT will result in new management talent joining
Apple Computer, Inc. Avie Tevanian, formerly NeXT's Vice President of
Engineering, will join Apple to lead the Company's next generation OS
development efforts, reporting to Ellen Hancock, Apple's executive vice
president of R&D, and Chief Technology Officer. Mitch Mandich,
formerly NeXT's vice president of Worldwide Sales and Services, will also
join Apple, reporting to Marco Landi, Apple's executive vice president
and Chief Operating Officer. Dominique Trempont, NeXT's Chief
Financial Officer will also be joining Apple's executive team. As a
complement to this initiative, Apple Computer, Inc. also announces that
Rick LeFaivre has returned to the company as head of the newly formed
Apple Technology Group. This group will house Apple's research
laboratories, human interface technologies, and advanced systems
architecture, offering support for hardware and software integration. Rick
LeFaivre will report to Ellen Hancock in this new role. (See separate press
release).
Apple Computer, Inc., a recognized innovator in the information industry
and leader in multimedia technologies, creates powerful solutions based
on easy-to-use personal computers, servers, peripherals, software,
personal digital assistants and Internet content. Headquartered in
Cupertino, California, Apple develops, manufactures, licenses and
markets solutions, products, technologies and services for business,
education, consumer, entertainment, scientific and engineering and
government customers in more than 140 countries.
------------------------------------------------
[Press Information Contact:]
Katie Cotton
Apple Computer, Inc.
(408) 974-7269
email: [email protected]
Russell Brady
Apple Computer, Inc.
(408) 974-6877
email: [email protected]
Nicole Overson
NeXT Software Inc.
(415) 780-3731
email: [email protected]
9
<PAGE>
------------------------------------------------
Apple's home page on the World Wide Web:
http://www.apple.com/
------------------------------------------------
Apple, the Apple logo, and Macintosh, are
registered trademarks of Apple Computer, Inc.
Additional company and product names may be
trademarks or registered trademarks of the
individual companies and are respectfully
acknowledged.
10
<PAGE>
