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Previous: TRUST FOR CREDIT UNIONS, NSAR-B, EX-99.77B, 2000-10-31 |
Next: DELL COMPUTER CORP, S-8, EX-5, 2000-10-31 |
| As filed with the Securities and Exchange Commission on October 31, 2000 |
| Registration No. 333-__________ |
UNITED STATES
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 (State or other jurisdiction of incorporation or organization) |
74-2487834 (I.R.S. Employer Identification No.) |
|
| One Dell Way, Round Rock, Texas (Address of principal executive offices) |
78682-2244 (Zip code) |
DELL COMPUTER CORPORATION INCENTIVE PLAN
(Full title of the plan)
| Thomas B. Green Senior Vice President, Law and Administration Dell Computer Corporation One Dell Way Round Rock, Texas 78682-2244 (Name and address of agent for service) |
Copies to: Thomas H. Welch, Jr. Vice President — Legal Dell Computer Corporation One Dell Way Round Rock, Texas 78682-2244 |
(512) 338-4400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share (1) |
Proposed maximum aggregate offering price |
Amount of Registration Fee |
||||
| Common Stock | 100,000,000 shares | $26.50 | $2,650,000,000 | $699,600 |
| (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 on the Nasdaq Stock Market on October 25, 2000. | |
| (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. |
| EX-5 Opinion/Consent of Thomas H. Welch, Jr. | ||||||||
| EX-23.1 Consent of PricewaterhouseCoopers LLP | ||||||||
| EX-99 Amended/Restated Incentive Plan | ||||||||
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., Vice President — Legal | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Legal Counsel (included in Exhibit 5) | |
| 24 | Power of Attorney (set forth on Page 3) | |
| 99 | Amended and Restated Dell Computer Corporation Incentive Plan |
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 October 31, 2000.
| 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.
| Signature | Capacity | Date | ||
| /s/ Michael S. Dell Michael S. Dell |
Chairman of the Board and Chief Executive Officer (principal executive officer) |
October 31, 2000 | ||
| /s/ Donald J. Carty Donald J. Carty |
Director | October 31, 2000 | ||
| /s/ Michael H. Jordan Michael H. Jordan |
Director | October 31, 2000 | ||
| /s/ Thomas
W. Luce III Thomas W. Luce III |
Director | October 31, 2000 | ||
| /s/ Klaus
S. Luft Klaus S. Luft |
Director | October 31, 2000 |
| Signature | Capacity | Date | ||
| /s/ Alex J. Mandl Alex J. Mandl |
Director | October 31, 2000 | ||
| /s/ Michael A. Miles Michael A. Miles |
Director | October 31, 2000 | ||
| /s/ Samuel A. Nunn Samuel A. Nunn |
Director | October 31, 2000 | ||
| /s/ Mary Alice Taylor Mary Alice Taylor |
Director | October 31, 2000 | ||
| /s/ Morton L. Topfer Morton L. Topfer |
Director | October 31, 2000 | ||
| /s/ James M. Schneider James M. Schneider |
Senior Vice President and Chief Financial Officer (principal financial and accounting officer) |
October 31, 2000 |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5 | Opinion of Thomas H. Welch, Jr., Vice President — Legal | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Legal Counsel (included in Exhibit 5) | |
| 24 | Power of Attorney (set forth on Page 3) | |
| 99 | Amended and Restated Dell Computer Corporation Incentive Plan |
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