Apple
APPLE COMPUTER INC (Form: 8-K, Received: 10/04/2006 17:25:08)

 

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): September 30, 2006

 

Apple Computer, Inc.

(Exact name of registrant as specified in its charter)

 

California

000-10030

94-2404110

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
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 5.02             DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
                                APPOINTMENT OF PRINCIPAL OFFICERS.

(b)

On September 30, 2006, Fred D. Anderson resigned from the Board of Directors of Apple Computer, Inc. (the “Company”).

ITEM 8.01             OTHER EVENTS.

On October 4, 2006, the Company announced that the special committee of its Board of Directors has reported its findings after a three month investigation into the Company’s stock option practices. A copy of the press release issued by the Company in connection with the special committee’s report and Mr. Anderson’s resignation from the Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Number

 

Description

99.1

 

Text of Press Release issued by Apple Computer, Inc. dated October 4, 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: October 4, 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

99.1

 

Text of Press Release issued by Apple Computer, Inc. dated October 4, 2006.

 

 

4



Exhibit 99.1

Apple’s Special Committee Reports Findings of Stock Option Investigation

Fred Anderson Resigns from Apple Board of Directors

CUPERTINO, California — October 4, 2006 — Apple® today announced that the special committee of its board of directors has reported its findings after a three month investigation into Apple’s stock option practices. The special committee of outside directors, together with independent counsel and accountants, examined more than 650,000 emails and documents, and conducted interviews with more than 40 current and former employees, directors and advisors. Apple initiated this voluntary independent investigation after a management review discovered irregularities in past stock option grants.

The independent investigation’s key findings are:

·                     The investigation found no misconduct by any member of Apple’s current management team.

·                     The most recent evidence of irregularities relates to a January 2002 grant.

·                     Stock option grants made on 15 dates between 1997 and 2002 appear to have grant dates that precede the approval of those grants.

·                     In a few instances, Apple CEO Steve Jobs was aware that favorable grant dates had been selected, but he did not receive or otherwise benefit from these grants and was unaware of the accounting implications.

·                     The investigation raised serious concerns regarding the actions of two former officers in connection with the accounting, recording and reporting of stock option grants. The company will provide all details regarding their actions to the SEC.

“I apologize to Apple’s shareholders and employees for these problems, which happened on my watch. They are completely out of character for Apple,” said Steve Jobs, Apple’s CEO.” We will now work to resolve the remaining issues as quickly as possible and to put the proper remedial measures in place to ensure that this never happens again.”




The company also announced that Fred Anderson, Apple’s former CFO, has resigned from its board of directors. Mr. Anderson, who served as CFO from 1996 until 2004, informed the company that he believes it is in Apple’s best interests that he resign from the board at this time.

The company and its independent auditors are reviewing the findings of the independent investigation. Management continues to believe, and the audit committee agrees, that Apple will likely need to restate its historical financial statements to record non-cash charges for compensation expense relating to past stock option grants. The company and its independent auditors are reviewing recent accounting guidance published by the SEC, and have not yet determined the amount of such charges, the resulting tax and accounting impact, or which periods may require restatement. The company continues to proactively inform the SEC of its findings.

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
(408) 974-1896
dowling@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.

© 2006 Apple Computer, Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS, Macintosh are trademarks of Apple. Other company and product names may be trademarks of their respective owners.