Apple
APPLE COMPUTER INC (Form: S-8, Received: 05/27/1994 00:00:00)

As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-______

Form S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

APPLE COMPUTER, INC.
(Exact name of registrant as specified in its charter)

         CALIFORNIA                   94-2404110
(State or other Jurisdiction       (I.R.S. Employer
    of Incorporation or           Identification No.)
       Organization)

20525 Mariani Avenue
Cupertino, California 95014
(Address of Principal Executive Offices)

1990 Stock Option Plan
(Full title of the Plan)

PETER M. MOLDAVE, ESQ.
Senior Counsel, Corporate
Apple Computer, Inc.
20525 Mariani Avenue, M/S 38-I
Cupertino, California 95014
(408) 996-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
JOHN FORE, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300

i

CALCULATION OF REGISTRATION FEE

                           Proposed     Proposed
                           maximum      maximum
 Title of     Amount to    offering    aggregate     Amount of
securities       be       price per     offering     registration
   to be     registered    unit (2)    price (2)     fee (3)
registered       (1)

Common       3,600,000      $30.75    $110,700,000   $34,593.75
Stock        shares
issuable
under the
1990 Stock
Option Plan

(1) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the prospectuses relating to this Registration Statement also relate to shares registered under Form S-8 Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33- 31075 and 33-47596. A total of 43,400,000 shares issuable under the 1990 Stock Option Plan and its predecessor, the 1981 Option Plan, has previously been registered under the Securities Act.

(2) Represents the fair market value of the Common Stock on May 24, 1994, based on the last sale price reported by the NASDAQ National Market System for such date.

(3) 1/32 of 1% of the maximum aggregate offering price.

ii

Incorporation of Previous Registration Statement

Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 3,600,000 shares under the 1990 Stock Option Plan (the "1990 Plan"), which increase in shares was approved by the shareholders at the Company's Annual Meeting of Shareholders on January 26, 1994. Pursuant to Instruction E, the contents of the Registrant's Form S-8 Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075 and 33-47596 are hereby incorporated by reference.

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, APPLE COMPUTER, INC., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, County of Santa Clara, State of California, on this 25th day of May, 1994.

APPLE COMPUTER, INC.

By:  /s/ Michael Spindler
     Michael Spindler, President and
     Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph A Graziano, Michael Spindler and Edward B. Stead, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature                 Title                              Date



/s/  Michael Spindler     President and                      May  25, 1994
(Michael Spindler)        Chief Executive Officer
                          (Principal Executive Officer)
                          and Director

                                      II-2


/s/ Joseph A. Graziano    Executive Vice President and        May 25, 1994
(Joseph A. Graziano)      Chief  Financial Officer
                          (Principal Financial Officer)
                          and Director

/s/  Jeanne Seeley        Vice President and                  May 25, 1994
(Jeanne Seeley)           Corporate Controller
                          (Principal Accounting Officer)



/s/  Peter O. Crisp       Director                            May  24, 1994
(Peter O. Crisp)



/s/ Bernard Goldstein     Director                            May 25, 1994
(Bernard Goldstein)




(B. Jurgen Hintz)        Director



/s/ A.C. Markkula, Jr.   Director                             May 23, 1994
(A.C. Markkula, Jr.)

(Paul G. Stern) Director

II-3


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933


APPLE COMPUTER, INC.


EXHIBITS



INDEX TO EXHIBITS

                                                               Sequentially
Exhibit                                                        Numbered
Number    Note  Description                                    Page



    4.1   (1)   Common Shares Rights Agreement dated as of
                May 15, 1989 between the Company and the
                First National Bank of Boston, as Rights Agent.   7

   10.A.5 (2)   1990 Stock Option Plan                            7

    5.1         Opinion of counsel as to legality of
                securities being registered.                      8

   24.1   (3)   Consent of counsel.                               7

   24.2         Consent of independent auditors.                  10

   25.1   (4)   Power of attorney.                                7
________________

Notes:

(1)Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 26, 1989.

(2) Incorporated by reference to Exhibit 10.A.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 1994, filed pursuant to Section 13 of the Exchange Act.

(3)Contained in Exhibit 5.1

(4)See Pages II-2 to II-3.


EXHIBIT 5.1
Opinion of Counsel


May 25, 1994

Apple Computer, Inc.
20525 Mariani Avenue
Cupertino, California 95014

Re: Registration Statement on Form S-8 for 1990 Stock Option Plan

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about May 27, 1994 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 3,600,000 additional shares (the "Shares") of Apple Computer, Inc.'s Common Stock, no par value, authorized for issuance under the 1990 Stock Option Plan, as amended (the "Plan"). As counsel in connection with this transaction, I have examined the actions taken, and I am familiar with the actions proposed to be taken, in connection with the issuance and sale of the Shares pursuant to the Plan.

It is my opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement.

Very truly yours,

/s/  Peter M. Moldave

Peter M. Moldave
Senior Counsel, Corporate


EXHIBIT 24.2
Consent of Independent Auditors


EXHIBIT 24.2
Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to the 1990 Stock Option Plan of Apple Computer, Inc. of our report dated October 11, 1993, with respect to the consolidated financial statements and schedules of Apple Computer, Inc. included in the Annual Report (Form 10-K) for the year ended September 24, 1993.

ERNST & YOUNG

San Jose, California
May 25, 1994