Apple
APPLE COMPUTER INC (Form: 8-K, Received: 09/01/2006 06:05:20)

 

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): August 29, 2006

Apple Computer, Inc.

(Exact name of registrant as specified in its charter)

California

 

000-10030

 

94-2404110

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification Number)

 

1 Infinite Loop, Cupertino, CA 95014
(Address of principal executive offices) (Zip Code)

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

 

N/A

(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))

 




ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

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. Schmidt’s 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 Company’s 1997 Director Stock Option Plan, and instead intends to purchase 10,000 shares of the Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 1997.

ITEM 5.03

AMENDMENTS TO ARTICLES OR INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On August 29, 2006, the Board approved and adopted an amendment to Article II, Section 2.2 of the Company’s 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 Company’s By-Laws is set forth as Exhibit 3.1 to this Form 8-K, and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
Number

 

Description

3.1

 

Amendment to By-Laws of Apple Computer, Inc. dated August 29, 2006.

99.1

 

Text of Press Release issued by Apple Computer, Inc. dated August 29, 2006.

 

2




SIGNATURES

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

 

APPLE COMPUTER, INC.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

By:

/s/ Peter Oppenheimer

 

 

Name:

Peter Oppenheimer

 

Title:

Senior Vice President and Chief Financial Officer

 

3




EXHIBIT INDEX

Exhibit
Number

 

Description

3.1

 

Amendment to By-Laws of Apple Computer, Inc. dated August 29, 2006.

99.1

 

Text of Press Release issued by Apple Computer, Inc. dated August 29, 2006.

 

4



Exhibit 3.1

AMENDMENT TO BY-LAWS OF APPLE COMPUTER, INC.

DATED AUGUST 29, 2006

Article II, Section 2.2 of the By-Laws of Apple Computer, Inc. is amended and restated as follows:

Section 2.2 :            Number .  The number of directors of the corporation shall be not less than five (5) nor more than nine (9).  The exact number of directors shall be eight (8) until changed within the limits specified above, by a by-law amending this section, duly adopted by the Board of Directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting of the shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.  No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.



Exhibit 99.1

Google CEO Dr. Eric Schmidt Joins Apple’s Board of Directors

CUPERTINO, California—August 29, 2006 —Apple® today announced that Dr. Eric Schmidt, chief executive officer of Google, was elected to Apple’s board of directors at their meeting today. Eric also sits on Google’s board of directors and Princeton University’s board of trustees.

“Eric is obviously doing a terrific job as CEO of Google, and we look forward to his contributions as a member of Apple’s board of directors,” said Steve Jobs, Apple’s CEO. “Like Apple, Google is very focused on innovation and we think Eric’s insights and experience will be very valuable in helping to guide Apple in the years ahead.”

“Apple is one of the companies in the world that I most admire,” said Eric Schmidt. “I’m really looking forward to working with Steve and Apple’s board to help with all of the amazing things Apple is doing.”

Eric Schmidt joined Google from Novell, where he was chairman and CEO. At Google, Eric shares responsibility for Google’s day-to-day operations, and is focused on building the corporate infrastructure needed to maintain Google’s rapid growth while ensuring that quality remains high and product development times are kept to a minimum. Eric’s 20 years of experience as an Internet strategist, entrepreneur and technologist give him a well-seasoned perspective which perfectly complements Google’s needs as a young and rapidly growing company with a unique corporate culture.

Prior to joining Novell, Eric was chief technology officer at Sun Microsystems, Inc., where he led the development of Java, Sun’s platform-independent programming technology, and defined Sun’s Internet software strategy. Before joining Sun in 1983, he was a member of the research staff at the Computer Science Lab at Xerox Palo Alto Research Center (PARC), and held positions at Bell Laboratories and Zilog. Eric has a bachelor of science degree in electrical engineering from Princeton University, and a master’s and Ph.D. in computer science from the University of California-Berkeley. In 2006, Eric was elected to the National Academy of Engineering, which recognized his work on “the development of strategies for the world’s most successful Internet search engine company.”

Apple ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Today, Apple continues to lead the industry in innovation with its award-winning desktop and notebook computers, OS X operating system, and iLife and professional applications. Apple is also spearheading the digital music revolution with its iPod portable music players and iTunes online music store.

Press Contacts:

Steve Dowling

Apple

dowling@apple.com

(408) 974-1896




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

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