Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DELL > SEC Filings for DELL > Form 8-K on 1-Oct-2009All Recent SEC Filings

Show all filings for DELL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DELL INC


1-Oct-2009

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On September 30, 2009, Dell Inc., a Delaware corporation ("Dell"), entered into a First Amendment to Agreement and Plan of Merger (the "Amendment") by and among Dell, DII - Holdings Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Dell ("Purchaser"), and Perot Systems Corporation, a Delaware corporation ("Perot Systems"). The Amendment amends Section 1.1(d) of the Agreement and Plan of Merger, entered into on September 20, 2009 (the "Merger Agreement"), by and among Dell, Purchaser and Perot Systems.
Pursuant to the Amendment, the tender offer (the "Offer") to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (the "Shares"), of Perot Systems described in the Merger Agreement will remain open for at least 21 business days instead of 20 business days.
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 to this Form 8-K and incorporated herein by reference.
Amended and Restated Tender and Voting Agreement On September 30, 2009, Dell, Purchaser, Perot Systems and the Perot Family Trust ("Stockholder") entered into an Amended and Restated Tender and Voting Agreement (the "Amended Tender Agreement"), pursuant to which Stockholder may elect to tender its Shares in the Offer or may hold its Shares and receive the same consideration per Share in connection with the merger described in the Merger Agreement.
The foregoing description of the Amended Tender Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amended Tender Agreement, a copy of which is filed as Exhibit 2.2 to this Form 8-K and incorporated herein by reference. Additional Information
The tender offer described in this Current Report on Form 8-K and the exhibits attached hereto has not yet commenced. The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Perot Systems' Class A common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase and other related materials, Purchaser intends to file with the Securities and Exchange Commission. In addition, Perot Systems intends to file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors and Perot Systems stockholders will be able to obtain free copies of these documents and other documents filed by Perot Systems, Dell and Purchaser with the Securities and Exchange Commission at the website of the Securities and Exchange Commission at www.sec.gov. In addition, the tender offer statement on Schedule TO and related offering materials may be obtained for free (when they become available) from Dell. Perot Systems stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission carefully and in their entirety prior to making any decisions with respect to the tender offer because they contain important information, including the terms and conditions of the tender offer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.                                  Description
2.1           First Amendment, dated September 30, 2009, to Agreement and Plan of
              Merger, dated September 20, 2009, by and among Dell Inc., DII - Holdings
              Inc. and Perot Systems Corporation.

2.2           Amended and Restated Tender and Voting Agreement, dated September 30,
              2009, among Dell Inc., DII - Holdings Inc., Perot Systems Corporation and
              the Perot Family Trust.


  Add DELL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DELL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.