<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1998
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE DELL WAY, ROUND ROCK, TEXAS 78682-2244
(Address of principal executive offices) (Zip code)
DELL COMPUTER CORPORATION INCENTIVE PLAN
(Full title of the plan)
THOMAS B. GREEN Copies to:
SENIOR VICE PRESIDENT, LAW AND ADMINISTRATION THOMAS H. WELCH, JR.
DELL COMPUTER CORPORATION GENERAL CORPORATE COUNSEL
ONE DELL WAY DELL COMPUTER CORPORATION
ROUND ROCK, TEXAS 78682-2244 ONE DELL WAY
(Name and address of agent for service) ROUND ROCK, TEXAS 78682-2244
(512) 338-4400
(Telephone number, including area code, of agent for service)
-------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 35,654,140 shares $86.8049 $3,094,954,057 $913,011
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
based on the average of the high and low prices for Registrant's common
stock reported in The Nasdaq Stock Market on June 22, 1998.
(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.
<PAGE> 2
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.
The following exhibits are filed as a part of this Registration Statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ---------------- -------------------------------------------------------
5 Opinion of Thomas H. Welch, Jr., General Corporate Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Legal Counsel (included in Exhibit 5)
24 Power of Attorney (set forth on Page 3)
2
<PAGE> 3
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 Round Rock, Texas on June 29, 1998.
DELL COMPUTER CORPORATION
By: /s/ MICHAEL S. DELL
------------------------------------
Michael S. Dell,
Chairman 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 dates indicated. Each person whose signature appears
below hereby authorizes and appoints each of 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ MICHAEL S. DELL Chairman of the Board and June 29, 1998
- --------------------------- Chief Executive Officer
Michael S. Dell (principal executive officer)
/s/ DONALD J. CARTY Director June 29, 1998
- ---------------------------
Donald J. Carty
/s/ PAUL O. HIRSCHBIEL, JR. Director June 29, 1998
- ---------------------------
Paul O. Hirschbiel, Jr.
/s/ MICHAEL H. JORDAN Director June 29, 1998
- ---------------------------
Michael H. Jordan
/s/ THOMAS W. LUCE III Director June 29, 1998
- ---------------------------
Thomas W. Luce III
/s/ KLAUS S. LUFT Director June 29, 1998
- ---------------------------
Klaus S. Luft
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ CLAUDINE B. MALONE
- -------------------------- Director June 29, 1998
Claudine B. Malone
/s/ ALEX J. MANDL
- -------------------------- Director June 29, 1998
Alex J. Mandl
/s/ MICHAEL A. MILES
- -------------------------- Director June 29, 1998
Michael A. Miles
/s/ THOMAS J. MEREDITH
- -------------------------- Senior Vice President and June 29, 1998
Thomas J. Meredith Chief Financial Officer
(principal financial officer)
/s/ JAMES M. SCHNEIDER
- -------------------------- Vice President - Finance and June 29, 1998
James M. Schneider Chief Accounting Officer
(principal accounting officer)
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------
<S> <C>
5 Opinion of Thomas H. Welch, Jr., General Corporate Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Legal Counsel (included in Exhibit 5)
24 Power of Attorney (set forth on Page 3)
</TABLE>
<PAGE> 1
EXHIBIT 5
June 29, 1998
Dell Computer Corporation
One Dell Way
Round Rock, Texas 78682
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am an Assistant General Counsel and the General Corporate Counsel of Dell
Computer Corporation, a Delaware corporation (the "Company"), 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 35,654,140 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 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.
<PAGE> 2
Dell Computer Corporation
June 29, 1998
page 2
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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 16, 1998 appearing on page
20 of Dell Computer Corporation's Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Austin, Texas
June 26, 1998
