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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2009
Dell Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-17017
(Commission File Number)
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74-2487834
(IRS Employer
Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrants telephone number, including area code: (512) 338-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure.
Effective September 22, 2009, Brian T. Gladden, Dells Chief Financial Officer, adopted a
prearranged trading plan (the Plan) to sell shares of Dells common stock. The Plan was designed
to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), and Dells policies regarding stock transactions. Under Rule 10b5-1, directors, officers
and other persons who are not in possession of material non-public information may adopt a
prearranged plan or contract for the sale of the registrants securities under specified conditions
and at specified times to achieve prudent and gradual asset diversification over time.
Mr. Gladden informed Dell that the stock sales to be effected pursuant to the Plan are part of his
personal program for long-term asset diversification and tax and financial planning. The Plan will
not reduce Mr. Gladdens ownership of Dells shares below Dells applicable stock ownership
guidelines.
The Plan provides that Mr. Gladden will sell 15,342 shares on December 1, 2009 and 15,342 on March
1, 2010. Shares to be sold are currently held. Shares will be sold under the Plan in the open
market at prevailing market prices, All stock sales under the Plan will be disclosed publicly in
accordance with applicable securities laws, rules and regulations through appropriate filings with
the U.S. Securities and Exchange Commission.
The information in this Item 7.01 of Dells Current Report on Form 8-K shall not be deemed to be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, unless such subsequent filing specifically references this
Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DELL INC.
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Date: September 25, 2009 |
By: |
/s/ Janet B. Wright
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Janet B. Wright |
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Assistant Secretary |
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