Apple
APPLE COMPUTER INC (Form: S-8, Received: 07/02/1996 00:00:00)

As filed with the Securities and Exchange Commission on July 2, 1996
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 of         (I.R.S. Employer Identification No.)
 Incorporation or Organization)


1 Infinite Loop
Cupertino, California 95014
(Address of Principal Executive Offices)

1990 Stock Option Plan
(Full title of the Plan)

SUSAN L. THORNER, ESQ.
Director, Corporate Law
Apple Computer, Inc.
1 Infinite Loop, M/S 75-7CL
Cupertino, California 95014
(408) 996-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

i

CALCULATION OF REGISTRATION FEE

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

Common Stock      4,200,000         $20.1875        $84,787,500    $29,237.07
issuable under    shares
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, 33-47596 and 33-53895. A total of 47,000,000 shares issuable under the 1990 Stock Option Plan and its predecessor, the 1981 Option Plan, have previously been registered under the Securities Act.

(2) Pursuant to Rule 457(c), represents the average of the high and low prices of the Registrant's Common Stock on June 26, 1996, as reported by the Nasdaq National Market for such date.

(3) 1/29 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 4,200,000 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 23, 1996. Pursuant to Instruction E, the contents of the Registrant's Form S-8 Registration Statements Nos. 2-70449, 2-85095, 33-00866, 33-23650, 33-31075, 33-47596 and 33- 53895 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 28th day of June, 1996.

APPLE COMPUTER, INC.

By:     /s/ Gilbert F. Amelio
        Gilbert F. Amelio, Chairman and
        Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gilbert F. Amelio 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/ Gilbert F. Amelio      Chairman and                    June 28, 1996
(Gilbert F. Amelio)        Chief Executive Officer
                           (Principal Executive Officer)
                           and Director
                                II-2


/s/ Jeanne Seeley          Vice President, Finance and     June 28, 1996
(Jeanne Seeley)            Corporate Controller
                           (Principal Accounting Officer)


/s/Bernard Goldstein       Director                        June 28, 1996
(Bernard Goldstein)


/s/ B. Jurgen Hintz        Director                        June 26, 1996
(B. Jurgen Hintz)

Director June , 1996

(Katherine M. Hudson)

/s/ Delano E. Lewis        Director                        June 27, 1996
(Delano E. Lewis)

Director June , 1996

(A. C. Markkula, Jr.)

/s/Edgar S. Woolard, Jr.   Director                        June 26, 1996
(Edgar S. Woolard, Jr.)

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


E-1

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.

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

        5.1             Opinion of counsel as to legality of    E-3
                        securities being registered.

        24.1    (3)     Consent of counsel.

        24.2            Consent of Ernst & Young LLP,           E-5
                        independent auditors.

        25.1    (4)     Power of attorney.
________________

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 December 29, 1995, filed pursuant to Section 13 of the Exchange Act.

(3) Contained in Exhibit 5.1

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

E-2

EXHIBIT 5.1
Opinion of Counsel

E-3

July 2, 1996

Apple Computer, Inc.
1 Infinite Loop
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 July 1, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 4,200,000 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/ Susan L. Thorner
Susan L. Thorner
Director, Corporate Law

E-4

EXHIBIT 24.2
Consent of Independent Auditors

E-5

EXHIBIT 24.2
Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1990 Stock Option Plan of Apple Computer, Inc. of our report dated October 16, 1995, with respect to the consolidated financial statements and schedules of Apple Computer, Inc. included and/or incorporated by reference in its Annual Report (Form 10-K) for the year ended September 29, 1995.

                                                        /s/ Ernst & Young LLP
                                                        ERNST & YOUNG LLP



San Jose, California
June 28, 1996

E-6