Dell 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2009
(Exact name of registrant as specified in its charter)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrants 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:
Item 8.01 Other Events.
On June 10, 2009, Dell Inc. (Dell) entered into an underwriting agreement (Underwriting Agreement) with Banc of America Securities LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters identified therein (the Underwriters), relating to the issuance and sale to the Underwriters of $400 million aggregate principal amount of 3.375% Notes due 2012 (the 2012 Notes) and $600 million aggregate principal amount of 5.875% Notes due 2019 (the 2019 Notes and together with the 2012 Notes, the Notes), subject to the terms and conditions therein.
On June 15, 2009, Dell completed an underwritten public offering of the Notes. The Notes are governed by the terms of an Indenture (Indenture), dated as of April 6, 2009, between Dell and The Bank of New York Mellon Trust Company, N.A., as trustee (Trustee), as supplemented by a Second Supplemental Indenture (Supplemental Indenture), dated as of June 15, 2009, between Dell and the Trustee.
Dell offered the Notes pursuant to the Prospectus Supplement, dated June 10, 2009, to the Prospectus dated November 4, 2008, which forms a part of Dells 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 form of each series of the Notes issued pursuant to the Supplemental Indenture is filed as Exhibit 4.2 and Exhibit 4.3 hereto and incorporated by reference herein and into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.