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As filed with the Securities and Exchange Commission on October 6, 1995
Registration No. 33-
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-2487834
(State of incorporation) (I.R.S. Employer
Identification No.)
2214 WEST BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
(Address, including ZIP code, of registrant's principal executive offices)
DELL COMPUTER CORPORATION INCENTIVE PLAN
(Full title of the plan)
MICHAEL S. DELL
DELL COMPUTER CORPORATION
2214 WEST BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
(512) 338-4400
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
COPIES TO:
THOMAS B. GREEN
THOMAS H. WELCH, JR.
DELL COMPUTER CORPORATION
2214 WEST BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 4,000,000 $83.125 $332,500,000 $114,656
shares (2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 467(h) under the Securities Act of 1933, based
on the average of the high and low prices for the Registrant's common
stock reported in the NASDAQ National Market System on October 4, 1995.
(2) Pursuant to Rule 416, this Registration Statement shall be deemed to
cover such additional shares of the Registrant's common stock as may
become issuable pursuant to the antidilution provisions of the Dell
Computer Corporation Incentive Plan.
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Pursuant to General Instruction E of Form S-8 ("Registration of
Additional Securities"), the Registrant hereby makes the following statement:
On July 14, 1994, the Registrant filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 (Registration
No. 33-54577) (the "Prior Registration Statement") relating to shares
of the Registrant's common stock to be issued pursuant to the Dell
Computer Corporation Incentive Plan (the "Incentive Plan"), and the
Prior Registration Statement is currently effective. This Registration
Statement relates to securities (a) of the same class as those to
which the Prior Registration Statement relates and (b) to be issued
pursuant to the Incentive Plan. The contents of the Prior Registration
Statement are incorporated herein by reference.
ITEM 8. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Certificate of Incorporation of Dell Computer Corporation (the "Company"), dated October 21,
1987 and filed October 22, 1987 (incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.2 Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 6, 1988
and filed May 9, 1988 (incorporated by reference to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.3 Certificate of Amendment to the Certificate of Incorporation of the Company, dated June 19,
1991 and filed June 21, 1991 (incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.4 Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1992 and filed
July 10, 1992 (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on
Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.5 Certificate of Designation of Series A Convertible Preferred Stock, dated August 24, 1993 and
filed August 26, 1993 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.6 Certificate of Correction Filed to Correct Certain Errors in the Certificate of Amendment of
Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on May
9, 1988, and in the Certificate of Amendment of Certificate of Incorporation Filed in the
Office of the Secretary of State of Delaware on July 10, 1992, dated April 27, 1994 and filed
May 5, 1994 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form
10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
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2
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<TABLE>
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4.7 Certificate of Amendment to Certificate of Incorporation, dated July 31, 1996 and filed August
3, 1995 (incorporated by reference to Exhibit 3.7 of the Company's Quarterly Report on Form
10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.8 Bylaws of the Company, dated October 22, 1987 (incorporated by reference to Exhibit 3.8 of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File
No. 0-17017)
4.9 Amendments to the Bylaws, adopted June 19 1991 (incorporated by reference to Exhibit 3.9 of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File
No. 0-17017)
4.10 Amendments to the Bylaws, adopted May 16, 1995 (incorporated by reference to Exhibit 3.10 of
the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission
File No. 0-01717)
4.11 Dell Computer Corporation Incentive Plan (incorporated by reference to Exhibit 4.6 of the
Company's Registration Statement on Form S-8, as filed with the Securities and Exchange
Commission on July 14, 1994, Registration No. 33-54577)
4.12 First Amendment to Dell Computer Corporation Incentive Plan, dated as of July 21, 1995
(incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for
the quarter ended July 30, 1995, Commission File No. 0-17017)
5* Opinion of Thomas H. Welch, Jr., General Corporate Counsel of the Company
23* Consent of Price Waterhouse LLP
24 Power of Attorney of officers and directors of the Company (included on signature page)
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* Filed herewith
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Austin, State of Texas, on October 5, 1995.
DELL COMPUTER CORPORATION
By: /s/ MICHAEL S. DELL
-------------------------------
Michael S. Dell,
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes and appoints Michael S. Dell and Thomas B. Green as his or
her attorney-in-fact to sign on his or her behalf individually and in the
capacity stated below all amendments and post-effective amendments to this
Registration Statement as that attorney-in-fact may deem necessary or
appropriate.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ MICHAEL S. DELL Chairman of the Board, October 5, 1995
- ---------------------------- Chief Executive Officer and Director
Michael S. Dell (principal executive officer)
/s/ DONALD J. CARTY Director October 5, 1995
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Donald J. Carty
/s/ PAUL O. HIRSCHBIEL, JR. Director October 5, 1995
- ----------------------------
Paul O. Hirschbiel, Jr.
/s/ MICHAEL H. JORDAN Director October 5, 1995
- ----------------------------
Michael H. Jordan
/s/ GEORGE KOZMETSKY Director October 5, 1995
- ----------------------------
George Kozmetsky
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4
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/s/ THOMAS W. LUCE III Director October 5, 1995
- ----------------------------
Thomas W. Luce III
/s/ KLAUS S. LUFT Director October 5, 1995
- ----------------------------
Klaus S. Luft
/s/ CLAUDINE B. MALONE Director October 5, 1995
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Claudine B. Malone
/s/ MICHAEL A. MILES Director October 5, 1995
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Michael A. Miles
/s/ THOMAS J. MEREDITH Senior Vice President October 5, 1995
- ---------------------------- (principal financial officer)
Thomas J. Meredith
/s/ CATHERINE P. THOMPSON Vice President, Corporate Controller October 5, 1995
- ---------------------------- (principal accounting officer)
Catherine P. Thompson
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5
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Certificate of Incorporation of Dell Computer Corporation (the "Company"), dated October 21,
1987 and filed October 22, 1987 (incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.2 Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 6, 1988
and filed May 9, 1988 (incorporated by reference to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.3 Certificate of Amendment to the Certificate of Incorporation of the Company, dated June 19,
1991 and filed June 21, 1991 (incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.4 Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1992 and filed
July 10, 1992 (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on
Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.5 Certificate of Designation of Series A Convertible Preferred Stock, dated August 24, 1993 and
filed August 25, 1993 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.6 Certificate of Correction Filed to Correct Certain Errors in the Certificate of Amendment of
Certificate of Incorporation Filed in the Office of the Secretary of State of Delaware on May
9, 1988, and in the Certificate of Amendment of Certificate of Incorporation Filed in the
Office of the Secretary of State of Delaware on July 10, 1992, dated April 27, 1994 and filed
May 5, 1994 (incorporated by reference to Exhibit 3.5 of the Company's Quarterly Report on Form
10-Q for the quarter ended July 30, 1995, Commission File no. 0-17017)
4.7 Certificate of Amendment to Certificate of Incorporation, dated July 31, 1995 and filed August
3, 1995 (incorporated by reference to Exhibit 3.7 of the Company's Quarterly Report on Form 10-
Q for the quarter ended July 30, 1995, Commission File No. 0-17017)
4.8 Bylaws of the Company, dated October 22, 1987 (incorporated by reference to Exhibit 3.8 of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File
No. 0-17017)
4.9 Amendments to the Bylaws, adopted June 19 1991 (incorporated by reference to Exhibit 3.9 of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission File
No. 0-17017)
4.10 Amendments to the Bylaws, adopted May 18, 1995 (incorporated by reference to Exhibit 3.10 of
the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1995, Commission
File No. 0-01717)
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<TABLE>
<S> <C>
4.11 Dell Computer Corporation Incentive Plan (incorporated by reference to Exhibit 4.6 of the
Company's Registration Statement on Form S-8, as filed with the Securities and Exchange
Commission on July 14, 1994, Registration No. 33-54577)
4.12 First Amendment to Dell Computer Corporation Incentive Plan, dated as of July 21, 1995
(incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for
the quarter ended July 30, 1995, Commission File No. 0-17017)
5* Opinion of Thomas H. Welch, Jr., General Corporate Counsel of the Company
23* Consent of Price Waterhouse LLP
24 Power of Attorney of officers and directors of the Company (included on signature page)
</TABLE>
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* Filed herewith
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[DELL LETTERHEAD]
EXHIBIT 5
October 4, 1996
Dell Computer Corporation
2214 West Braker Lane, Suite D
Austin, Texas 78768-4053
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Corporate Counsel of Dell Computer Corporation (the
"Company"), a Delaware corporation, and have participated in the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933 of the offer and sale of an
aggregate of 4,000,000 shares of the Company's common stock, par value $.01 per
share (the "Shares"), that may be issued from time to time pursuant to awards
granted under the Dell Computer Corporation Incentive Plan (the "Incentive
Plan").
In reaching the opinion set forth herein, I have examined such
agreements, certificates of public officials and officers of the Company,
records, documents and matters of law as I deemed relevant.
Based on the foregoing and subject further to the assumptions,
exceptions and qualifications hereinafter stated, I am of the opinion that the
Shares, when issued in the manner contemplated by the Registration Statement
and in accordance with the terms of the Incentive Plan and the relevant award
agreements, will be legally issued, fully paid and nonassessable.
In rendering the opinion set forth herein, I have assumed that the
Company will receive the full amount and type of consideration (as specified in
the Incentive Plan and each applicable award agreement) for each of the Shares
or will have received that consideration upon the issuance of the Shares
pursuant to the applicable award agreement, that such consideration will be in
cash, personal property or services already performed, that such
<PAGE> 2
Dell Computer Corporation
October 4, 1995
Page 2
consideration will equal or exceed the par value per share of the Shares, that
appropriate certificates evidencing the Shares will be properly executed upon
each such issuance and that each grant of an award pursuant to the Incentive
Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. I am not admitted to the practice of law in the State of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come into the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
/s/ THOMAS H. WELCH, JR.
Thomas H. Welch, Jr.
General Corporate Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Dell Computer Corporation Incentive
Plan of our report dated February 21, 1995, appearing on page 25 of Dell
Computer Corporation's Annual Report on Form 10-K for the year ended January
29, 1995.
PRICE WATERHOUSE LLP
Austin, Texas
October 6, 1995
