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): December 28, 2006
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 |
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(Commission File Number)
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(IRS Employer
Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 338-4400
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 3.02 Unregistered Sales of Equity Securities.
Dell
has modified the corporate organizational structure of certain
of its subsidiaries to achieve more integrated
global operations and to provide various financial, operational and
tax efficiencies. In connection with this internal restructuring, on
December 28, 2006, Dell issued 475,435,817
shares of its common stock, par value $.01 per share, valued at $12 billion based on the closing
price on The NASDAQ Stock Market on that date, to a wholly-owned subsidiary in return for an
equivalent value in equity interests in the subsidiary. As part of the restructuring, the
subsidiary used these shares to acquire a controlling interest in another wholly-owned Dell
subsidiary. Because all the shares issued as part of this restructuring are held by wholly-owned
subsidiaries of Dell, the shares will not be considered outstanding on Dell’s consolidated
financial statements or for voting purposes. Dell continues to be the ultimate beneficial owner of
all subsidiaries involved in the internal restructuring.
These shares have not been registered under the Securities Act of 1933, as amended, and were
issued in a transaction not involving a public offering pursuant to the exemption under Section
4(2) of the Securities Act. The shares may not be resold absent registration or an applicable
exemption from the registration requirements under the Securities Act or other applicable law.
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