UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): September 10, 2010
Dell Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-17017
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74-2487834 |
| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (800) 289-3355
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 — Other Events.
On September 7, 2010, Dell Inc. (“Dell”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Barclays Capital Inc., Goldman, Sachs &
Co. and Morgan Stanley & Co. Incorporated, as
representatives of the underwriters identified therein (the “Underwriters”), relating to the
issuance and sale by Dell to the Underwriters of $500 million aggregate principal amount of 1.40% Notes due
2013 (the “2013 Notes”), $700 million aggregate principal amount of 2.30% Notes due 2015 (the “2015
Notes”) and $300 million aggregate principal amount of 5.40% Notes due 2040 (the “2040 Notes” and,
together with the 2013 Notes and the 2015 Notes, the “Notes”), subject to the terms and conditions
therein.
On September 10, 2010, Dell completed the public offering of the Notes. The Notes are governed by
the terms of an Indenture, dated as of April 6, 2009, between Dell and The Bank
of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Third
Supplemental Indenture (the “Supplemental Indenture”), dated September 10, 2010, between Dell and
the Trustee (the “Indenture”).
Dell offered the Notes pursuant to the Prospectus Supplement, dated September 7, 2010, to the
Prospectus dated November 4, 2008, which forms a part of Dell’s shelf registration statement on
Form S-3 (Registration No. 333-155041) filed with the Securities and Exchange Commission on
November 4, 2008 (the “Registration Statement”).
The Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein and
into the Registration Statement. The Supplemental Indenture is filed as Exhibit 4.1 hereto and
incorporated by reference herein and into the Registration Statement. The forms of each series of
Notes issued pursuant to the Indenture are filed as Exhibits 4.2, 4.3 and 4.4 hereto
and incorporated by reference herein and into the Registration Statement.
The opinion of Hogan Lovells US LLP regarding the validity of the
Notes is filed as Exhibit 5.1 hereto and incorporated by reference herein
and into the Registration Statement.
Item 9.01 — Financial Statements and Exhibits.
Dell
herewith files the following exhibits:
(d) Exhibits.
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Exhibit 1.1 —
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Underwriting Agreement, dated September 7, 2010, between Dell
Inc. and Barclays Capital Inc., Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated, as representatives of the underwriters identified
therein. |
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Exhibit 4.1 —
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Third Supplemental Indenture, dated September 10, 2010, between
Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee. |
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Exhibit 4.2 —
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Form of 1.40% Notes due 2013. |
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Exhibit 4.3 —
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Form of 2.30% Notes due 2015. |
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Exhibit 4.4 —
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Form of 5.40% Notes due 2040. |
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Exhibit 5.1 —
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Opinion of Hogan Lovells US LLP
regarding validity of the Notes. |
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Exhibit 23.1 —
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Consent of Hogan Lovells US LLP (contained in Exhibit 5.1 hereto). |
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