Apple 8-K 2006
Washington, D.C. 20549
Date of Report (Date of earliest event reported): August 29, 2006
Apple Computer, Inc.
(Exact name of registrant as specified in its charter)
Infinite Loop, Cupertino, CA 95014
Registrants telephone number, including area code: (408) 996-1010
(Former name or former address, if changed since last report.)
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))
On August 29, 2006, Apple Computer, Inc. (the Company) appointed Dr. Eric Schmidt to its Board of Directors (the Board). A copy of the press release issued by the Company on August 29, 2006, announcing Dr. Schmidts appointment to the Board, is attached hereto as Exhibit 99.1.
There are no relationships or related transactions between Dr. Schmidt and the Company that would be required to be reported under Section 404(a) of Regulation S-K. Dr. Schmidt has been appointed to the Special Committee of the Board. In connection with his appointment, Dr. Schmidt has declined the automatic stock option grant to purchase 30,000 shares to which new directors are entitled under the Companys 1997 Director Stock Option Plan, and instead intends to purchase 10,000 shares of the Companys common stock on the open market.
In connection with the appointment, the Company entered into an indemnification agreement with Dr. Schmidt, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed with the SEC as Exhibit 10.A.8 to the Companys Annual Report on Form 10-K for the fiscal year ended September 26, 1997.
On August 29, 2006, the Board approved and adopted an amendment to Article II, Section 2.2 of the Companys By-Laws to increase the size of the Board from seven to eight members.
The text of the amended Article II, Section 2.2 of the Companys By-Laws is set forth as Exhibit 3.1 to this Form 8-K, and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 31, 2006