Apple
APPLE COMPUTER INC (Form: 8-K, Received: 03/21/2003 08:10:39)

 

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):   March 19, 2003

 

 

Apple Computer, Inc.

(Exact name of registrant as specified in its charter)

 

 

California

 

0-10030

 

94-2404110

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

1 Infinite Loop, Cupertino, California 95014

(Address of principal executive offices)

 

 

 Registrant’s telephone number, including area code:    (408) 996-1010

 

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 



 

Information Included in this Report

 

Items 1 through 4, 6, 8 and 9 Not Applicable.

 

Item 5.                                                              Other Events .

 

                Reference is made to the press releases issued to the public by the registrant on March 19, 2003, and March 20, 2003, respectively, the texts of which are attached hereto as exhibits, for a description of the events reported pursuant to this Form 8-K.

 

 

Item 7.                                                              Financial Statements, Pro Forma Financial Information and Exhibits .

 

                                                                                                (c)                                   Exhibits

 

99.1                            Text of press release dated March 19, 2003.

 

99.2                            Text of press release dated March 20, 2003.

 

 

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SIGNATURE

 

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, thereunto duly authorized.

 

 

 

APPLE COMPUTER, INC.

 

 

 

By:

/s/ Fred D. Anderson

 

Executive Vice President and Chief Financial Officer

 

Date: March 20, 2003

 

 

3



 

 

INDEX TO EXHIBITS

 

Exhibit

 

Document

 

 

 

99.1

 

Text of press release dated March 19, 2003

 

 

 

 

 

 

 

 

 

99.2

 

Text of press release dated March 20, 2003

 

 

 

 

 

4


Exhibit 99.1

 

Former Vice President Al Gore Joins Apple’s Board of Directors

 

CUPERTINO, California—March 19, 2003—Apple® today announced that Albert Gore Jr., the former Vice President of the United States, has joined the Company’s Board of Directors. Mr. Gore was elected at Apple’s board meeting today.

 

“Al brings an incredible wealth of knowledge and wisdom to Apple from having helped run the largest organization in the world—the United States government—as a Congressman, Senator and our 45th Vice President. Al is also an avid Mac user and does his own video editing in Final Cut Pro,” said Steve Jobs, Apple’s CEO. “Al is going to be a terrific Director and we’re excited and honored that he has chosen Apple as his first private sector board to serve on.”

 

“Steve and his team have done an incredible job in making Apple once again the very best in the world,” said former Vice President Al Gore. “I have been particularly impressed with the new Mac OS X operating system and the company’s commitment to the open source movement. And I am especially looking forward to working with and learning from the great board members who have guided this legendary company’s inspiring resurgence.”

 

Mr. Gore was inaugurated as the 45th Vice President of the United States on January 20, 1993. He was re-elected in 1996, and helped lead the U.S. into the longest period of sustained economic growth in American history. He served for a total of eight years as President of the Senate, a member of the cabinet and the National Security Council, and as the leader of a wide range of Administration initiatives including environmental policy, technology, science, communications and government cost reduction.

 



 

As a member of the U.S. Congress 25 years ago, he popularized the term “Information Superhighway,” and was instrumental in fighting for federal funds to assist in building what later became the Internet.  He has remained an active leader in technology—launching a public/private effort to wire every classroom and library in America to the Internet.

 

Mr. Gore serves as a Senior Advisor to Google, Inc. He is also a visiting professor at the University of California Los Angeles, Fisk University and Middle Tennessee State University.

 

Mr. Gore received his B.A. in Government with honors from Harvard University in 1969, and attended the Vanderbilt University School of Religion and the Vanderbilt University School of Law.

 

Apple ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Apple is committed to bringing the best personal computing experience to students, educators, creative professionals and consumers around the world through its innovative hardware, software and Internet offerings.

 

Press Contacts:

Lynn Fox

Apple

(408) 974-6209

lfox@apple.com

 

NOTE TO EDITORS: For additional information visit Apple’s PR website (www.apple.com/pr/), or call Apple’s Media Helpline at (408) 974-2042.

 

 

 



 

© 2002 Apple Computer, Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS, and Macintosh are trademarks of Apple. Other company and product names may be trademarks of their respective owners.

 

 


Exhibit 99.2

 

Apple Enhances Corporate Governance

 

Board Approves Plans to Add Directors, Expand Committee Roles & Reduce Stock Option Overhang

 

CUPERTINO, California—March 20, 2003—Apple® today announced that its Board of Directors yesterday approved several measures to enhance corporate governance, including adding two additional independent directors to its board, increasing the use of independent committees on the board and reducing issued stock option overhang from 23 percent to 16 percent.

 

As part of its plan to add two additional independent directors, Apple announced the addition of former United States Vice President Albert Gore Jr. to its board. Mr. Gore was elected at Apple’s board meeting yesterday. Apple has commenced a formal search for a second independent director, which the Company hopes to add before the end of the summer. With the addition of the second independent director, five out of seven Apple directors will be independent under SEC and NASDAQ rules.

 

Apple’s Board of Directors has expanded the role of its independent Nominating Committee to include corporate governance as the new Nominating and Corporate Governance Committee, and has expanded the role of its Audit Committee in accordance with the Sarbanes-Oxley Act and proposed SEC and NASDAQ regulations. These two committees are chaired by independent directors and staffed by a majority of independent directors.

 

Apple’s Board of Directors also approved two measures to reduce the Company’s issued stock options as a percentage of total options and shares outstanding from the current level of 23 percent to 16 percent. The first measure is a voluntary employee stock option exchange program which allows the Company’s employees who are not executive officers and hold options with

 



 

exercise prices at or above $25.00 to exchange them for a lesser number of new stock options priced at fair market value six months and one day after their existing options are cancelled. The second measure is for Apple CEO Steve Jobs to voluntarily exchange his 27.5 million stock options for a new grant of 5 million restricted shares that will vest on the third anniversary of the grant. Together these measures are expected to return a net total of over 32 million options back to the Company, which represent almost 7 percent of the total options and shares currently outstanding.

 

In addition, the Board approved cancelling the Company’s non-shareholder approved option plan upon the completion of the employee exchange program and shareholder approval to amend the remaining shareholder-approved executive officer stock plan so it can be used to grant options to all employees.

 

“This is a good day for Apple’s shareholders—they will have even more independent representation on their Board, the addition of a terrific new director in former Vice President Al Gore and a reduction in issued stock option overhang from 23 percent to 16 percent,” said Steve Jobs, Apple’s CEO. “Apple makes the best personal computers in the world and there is no reason why it shouldn’t be among those companies with the best corporate governance in the world.”

 

More information on Apple’s corporate governance standards can be found at www.apple.com/investor. Terms and conditions of the Employee Stock Option Exchange program are contained in a Tender Offer Statement on Schedule TO that Apple filed with the SEC today.

 

Apple ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Apple is committed to bringing the best personal computing experience to students, educators, creative professionals and consumers around the world through

 



 

its innovative hardware, software and Internet offerings.

 

Press Contact:

Lynn Fox

(408) 974-6209

lfox@apple.com

 

NOTE TO EDITORS: For additional information visit Apple’s PR website (www.apple.com/pr/), or call Apple’s Media Helpline at (408) 974-2042.

 

 

 

© 2003 Apple Computer, Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS and Macintosh are either registered trademarks or trademarks of Apple. Other company and product names may be trademarks of their respective owners.