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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1995.
REGISTRATION NO. 33-57775
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2112 KRAMER LANE, BUILDING 1 74-2487834
(State or other jurisdiction of AUSTIN, TEXAS 78758-4012 (I.R.S. Employer
incorporation or organization) (512) 338-4400 Identification No.)
(Address, including ZIP code,
and telephone number, including
area code, of registrant's
principal executive offices)
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MICHAEL S. DELL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
DELL COMPUTER CORPORATION
2112 KRAMER LANE, BUILDING 1
AUSTIN, TEXAS 78758-4012
(512) 338-4400
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
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Copies to:
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THOMAS B. GREEN LARRY W. SONSINI
GENERAL COUNSEL DAVID J. SEGRE
DELL COMPUTER CORPORATION WILSON, SONSINI, GOODRICH & ROSATI
2112 KRAMER LANE, BUILDING 1 PROFESSIONAL CORPORATION
AUSTIN, TEXAS 78758-4012 650 PAGE MILL ROAD
(512) 338-4400 PALO ALTO, CALIFORNIA 94304
(415) 493-9300
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DELL COMPUTER CORPORATION
DEREGISTRATION
This Registration Statement, as amended to date, registered 4,472,538
shares of the Common Stock, par value $.01 per share (the "Common Stock"), of
Dell Computer Corporation (the "Company") held by certain selling stockholders
(the "Selling Stockholders") named in this Registration Statement. Of this
amount, the Selling Stockholders sold 3,531,047 shares of the Common Stock in
the public market. The offering has now been terminated. Accordingly, the
Company hereby deregisters 941,491 shares of the Common Stock originally covered
by this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 June 26, 1995.
DELL COMPUTER CORPORATION
By: /s/ THOMAS B. GREEN
Thomas B. Green
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ MICHAEL S. DELL* Chairman of the Board and Chief June 26, 1995
Michael S. Dell Executive Officer (Principal
Executive Officer)
/s/ THOMAS J. MEREDITH* Chief Financial Officer June 26, 1995
Thomas J. Meredith (Principal Financial and
Accounting Officer)
/s/ DONALD J. CARTY* Director June 26, 1995
Donald J. Carty
/s/ DR. GEORGE KOZMETSKY* Director June 26, 1995
Dr. George Kozmetsky
/s/ PAUL O. HIRSCHBIEL, JR.* Director June 26, 1995
Paul O. Hirschbiel, Jr.
/s/ THOMAS W. LUCE, III* Director June 26, 1995
Thomas W. Luce, III
/s/ MICHAEL H. JORDAN* Director June 26, 1995
Michael H. Jordan
/s/ CLAUDINE B. MALONE* Director June 26, 1995
Claudine B. Malone
*By: /s/ THOMAS B. GREEN
(Thomas B. Green, Attorney-in-Fact)
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