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DELL > SEC Filings for DELL > Form 8-K on 6-Apr-2009All Recent SEC Filings

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Form 8-K for DELL INC


6-Apr-2009

Other Events, Financial Statements and Exhibits


Item 8.01 - Other Events.

On April 1, 2009, Dell Inc. ("Dell") entered into an underwriting agreement ("Underwriting Agreement") with Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, and UBS Securities LLC, as representatives of the underwriters identified therein (the "Underwriters"), relating to the issuance and sale to the Underwriters of $500 million aggregate principal amount of 5.625% Notes due 2014 ("Notes"), subject to the terms and conditions therein.

On April 6, 2009, Dell completed an underwritten public offering of the Notes. The Notes are governed by the terms of an Indenture ("Indenture"), dated April 6, 2009, between Dell and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"), as supplemented by a First Supplemental Indenture ("Supplemental Indenture"), dated April 6, 2009, between Dell and the Trustee.

Dell offered the Notes pursuant to the Prospectus Supplement, dated April 1, 2009, to the Prospectus dated November 4, 2008, which forms a part of Dell's shelf registration statement on Form S-3 (Registration No. 333-155041) filed with the Securities and Exchange Commission on November 4, 2008 (the "Registration Statement").

The Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein and into the Registration Statement. The Indenture is filed as Exhibit 4.1 hereto and incorporated by reference herein and into the Registration Statement. The Supplemental Indenture is filed as Exhibit 4.2 hereto and incorporated by reference herein and into the Registration Statement. The form of the Notes issued pursuant to the Supplemental Indenture is filed as Exhibit 4.3 hereto and incorporated by reference herein and into the Registration Statement.



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1.1 -    Underwriting Agreement, dated April 1, 2009, between Dell Inc. and Banc
                 of America Securities LLC, Morgan Stanley & Co. Incorporated, and UBS
                 Securities LLC, as representatives of the underwriters identified
                 therein.

Exhibit 4.1 -    Indenture, dated April 6, 2009, between Dell Inc. and The Bank of New
                 York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 -    First Supplemental Indenture, dated April 6, 2009, between Dell Inc. and
                 The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.3 -    Form of 5.625% Notes due 2014.

Exhibit 5.1 -    Opinion of Vinson & Elkins L.L.P.

Exhibit 23.1 -   Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).


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