As filed with the Securities and Exchange Commission on July 2, 1996
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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1 Infinite Loop
Cupertino, California 95014
(Address of Principal Executive Offices)
1990 Stock Option Plan
(Full title of the Plan)
SUSAN L. THORNER, ESQ.
Director, Corporate Law
Apple Computer, Inc.
1 Infinite Loop, M/S 75-7CL
Cupertino, California 95014
(408) 996-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
maximum maximum registration
Title of Amount to be offering price aggregate fee (3)
securities to registered (1) per unit (2) offering price
be registered (2)
Common Stock 4,200,000 $20.1875 $84,787,500 $29,237.07
issuable under shares
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, 33-47596 and 33-53895. A total of 47,000,000 shares issuable
under the 1990 Stock Option Plan and its predecessor, the 1981 Option
Plan, have previously been registered under the Securities Act.
(2) Pursuant to Rule 457(c), represents the average of the high and low
prices of the Registrant's Common Stock on June 26, 1996, as reported
by the Nasdaq National Market for such date.
(3) 1/29 of 1% of the maximum aggregate offering price.
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Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 4,200,000 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 23, 1996. Pursuant to Instruction
E, the contents of the Registrant's Form S-8 Registration Statements
Nos. 2-70449, 2-85095, 33-00866, 33-23650, 33-31075, 33-47596 and 33-
53895 are hereby incorporated by reference.
II-1
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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 28th day of June, 1996.
APPLE COMPUTER, INC.
By: /s/ Gilbert F. Amelio
Gilbert F. Amelio, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gilbert F. Amelio 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/ Gilbert F. Amelio Chairman and June 28, 1996
(Gilbert F. Amelio) Chief Executive Officer
(Principal Executive Officer)
and Director
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/s/ Jeanne Seeley Vice President, Finance and June 28, 1996
(Jeanne Seeley) Corporate Controller
(Principal Accounting Officer)
/s/Bernard Goldstein Director June 28, 1996
(Bernard Goldstein)
/s/ B. Jurgen Hintz Director June 26, 1996
(B. Jurgen Hintz)
Director June , 1996
(Katherine M. Hudson)
/s/ Delano E. Lewis Director June 27, 1996
(Delano E. Lewis)
Director June , 1996
(A. C. Markkula, Jr.)
/s/Edgar S. Woolard, Jr. Director June 26, 1996
(Edgar S. Woolard, Jr.)
II-3
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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
________________________________
E-1
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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.A.5 (2) 1990 Stock Option Plan
5.1 Opinion of counsel as to legality of E-3
securities being registered.
24.1 (3) Consent of counsel.
24.2 Consent of Ernst & Young LLP, E-5
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.A.5 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 29, 1995,
filed pursuant to Section 13 of the Exchange Act.
(3) Contained in Exhibit 5.1
(4) See Pages II-2 to II-3.
E-2
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EXHIBIT 5.1
Opinion of Counsel
E-3
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July 2, 1996
Apple Computer, Inc.
1 Infinite Loop
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 July 1, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 4,200,000 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/ Susan L. Thorner
Susan L. Thorner
Director, Corporate Law
E-4
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EXHIBIT 24.2
Consent of Independent Auditors
E-5
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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 1990 Stock Option Plan of Apple Computer, Inc.
of our report dated October 16, 1995, with respect to the consolidated
financial statements and schedules of Apple Computer, Inc. included and/or
incorporated by reference in its Annual Report (Form 10-K) for the year ended
September 29, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Jose, California
June 28, 1996
E-6
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