Apple
APPLE COMPUTER INC (Form: 8-K, Received: 03/02/2005 17:11:11)

 

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

 

February 25, 2005

Date of Report (date of earliest event reported)

 

APPLE COMPUTER, INC.

(Exact name of Registrant as specified in its charter)

 

California

(State or other jurisdiction of

incorporation or

organization)

 

000-10030

(Commission File Number)

 

94-2404110

(I.R.S. Employer

Identification Number)

 

1 Infinite Loop, Cupertino, CA 95014

(Address of principal executive offices)

 

(408) 996-1010

(Registrant's telephone number, including area code)

 

Not Applicable

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 3.03 Material Modifications to Rights of Security Holders; and

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 25, 2005, Apple Computer, Inc. amended its Restated Articles of Incorporation, as amended, to provide that the number of shares of Common Stock which the corporation is authorized to issue is 1,800,000,000 and that effective at 5 p.m. California time, on February 25, 2005 (the date of filing of the Certificate of Amendment of Restated Articles of Incorporation, as amended) each share of Common Stock outstanding as of 5 p.m. California time on February 18, 2005 shall be automatically and with no further action by the holder of such shares split into two shares of Common Stock.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

The following exhibit is furnished herewith:

 

Exhibit

Number

 

Description

 

99

 

 

Certificate of Amendment to Restated Articles of Incorporation, as amended, of Apple Computer, Inc. dated February 25, 2005

 

 

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 hereunto duly authorized.

 

 

 

 

APPLE COMPUTER, INC.

Date: March 2, 2005

 

 

 

By:

/s/ Peter Oppenheimer

 

 

Peter Oppenheimer

Senior Vice President and

Chief Financial Officer

 

Exhibit 99

Conformed Copy as filed with the Secretary of State of the State of California on February 25, 2005

 

CERTIFICATE OF AMENDMENT

TO

RESTATED ARTICLES OF INCORPORATION, AS AMENDED,

OF

APPLE COMPUTER, INC.

 

Gary Wipfler and Michelle A. LaVally certify that:

    1. They are the Vice President and Treasurer, and the Associate General Counsel and Assistant Secretary, respectively, of Apple Computer, Inc., a California corporation.
    2. Article III of the Restated Articles of Incorporation, as amended, of this corporation is amended to read in its entirety as follows:
    3. "III.

      This corporation is authorized to issue two classes of shares designated respectively "Common Stock" and "Preferred Stock." The number of shares of Common Stock which this corporation is authorized to issue is 1,800,000,000. The number of shares of Preferred Stock which this corporation is authorized to issue is 5,000,000. Effective at 5 p.m., California time, on the date of filing of the Certificate of Amendment of Restated Articles of Incorporation, as amended, amending this Article hereby, each share of Common Stock outstanding as of 5p.m. California time on February 18, 2005 shall be automatically and with no further action by the holder of such shares split into two shares of Common Stock."

    4. The foregoing amendment to the Restated Articles of Incorporation, as amended, was duly approved by the Board of Directors at its meeting held on February 8, 2005, at which a quorum was present and acting throughout; the corporation has only one class of shares outstanding and no approval of the outstanding shares of the corporation is required pursuant to Section 902(c) of the General Corporation Law of the State of California.

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed at Cupertino, California on February 25, 2005.

/S/ Gary Wipfler

Gary Wipfler

Vice President and Treasurer

 

/S/ Michelle A. LaVally

Associate General Counsel and

Assistant Secretary