As filed with the Securities and Exchange Commission on November 26, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DELL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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Delaware
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3571
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80-0890963
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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One Dell Way
Round Rock, Texas 78682
(800)
289-3355
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Richard J. Rothberg, Esq.
General Counsel and Secretary
Dell Technologies Inc.
One Dell Way
Round Rock,
Texas 78682
(800)
289-3355
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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Janet Bawcom, Esq.
Senior Vice President
Corporate, Securities & Finance Counsel
Dell Technologies Inc.
One Dell Way
Round Rock, Texas 78682
(800)
289-3355
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Richard Capelouto, Esq.
Daniel N. Webb, Esq.
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650)
251-5000
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Kenneth B. Wallach, Esq.
Xiaohui (Hui) Lin, Esq.
Benjamin P. Schaye, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212)
455-2000
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Richard J. Parrino, Esq.
Kevin K. Greenslade, Esq.
Hogan Lovells US LLP
555 Thirteenth Street,
N.W.
Washington, D.C. 20004
(202)
637-5600
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Mark D. Gerstein, Esq.
Bradley C. Faris, Esq.
Latham & Watkins LLP
330 N. Wabash Avenue, Suite 2800
Chicago, Illinois 60611
(312)
876-7700
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Steven A. Rosenblum, Esq.
Gordon S. Moodie, Esq.
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New
York, New York 10019
(212)
403-1000
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Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration
Statement is declared effective and upon the satisfaction or waiver of all other conditions to consummation of the transactions described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Registration No.
333-226618
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering price
(3)
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Amount of
registration fee
(4)
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Class C Common Stock, par value $0.01 per share
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30,000,000 shares
(1)(2)
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N/A
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N/A
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N/A
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers an indeterminate number of additional shares of Class C Common Stock, par value $0.01 per share (Class C Common Stock), of Dell Technologies Inc. (the Company) as may be issuable
as a result of stock splits, stock dividends or similar transactions.
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(2)
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Represents the maximum number of additional shares of Class C Common Stock issuable pursuant to the merger
described in the proxy statement/prospectus included in the Registration Statement on Form
S-4,
as amended (File
No. 333-226618),
which was declared effective on
October 19, 2018 (the Initial Registration Statement), including the total number of shares of Class C Common Stock issuable under outstanding equity awards covering Class V Common Stock, par value $0.01 per share
(Class V Common Stock), of the Company. The Company previously registered 275,000,000 shares of Class C Common Stock pursuant to the Initial Registration Statement.
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(3)
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Upon filing the Initial Registration Statement, the maximum aggregate offering price was calculated in
accordance with Rule 457(c), Rule 457(f)(1) and Rule 457(f)(3) under the Securities Act. Solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, the proposed maximum aggregate offering price
was calculated by multiplying (A) $92.80, the average of the high and low sales prices per share of Class V Common Stock, as reported on the New York Stock Exchange on July 31, 2018, and (B) 201,244,054, the estimated maximum possible
number of shares of Class V Common Stock that may be cancelled and exchanged in the merger, including the total number of shares of Class V Common Stock issuable under outstanding equity awards. The maximum number of shares of Class V
Common Stock that may be cancelled and exchanged in the merger has not changed. Accordingly, the maximum aggregate offering price calculated in connection with the filing of the Initial Registration Statement has not changed.
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(4)
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Upon filing the Initial Registration Statement, the fee payable was calculated in accordance with
Section 6(b) of the Securities Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering amount of $18,675,448,211. Because the maximum aggregate offering price did not change, no additional fee is due.
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This registration statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act.