Transaction Valuation(1) | Amount of Filing Fee(2) | ||
$1,260,790,786
|
$89,894.38 | ||
(1) | Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 62,828,936 outstanding shares of 3PAR common stock and 1,123,294 outstanding restricted stock units by $18.00 per share, which is the offer price, plus (ii) $109,650,646, which is the intrinsic value of the outstanding options (i.e., the excess of $18.00 over the per share exercise price). | |
(2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
Amount Previously Paid: None
|
Filing Party: N/A | |
Form of Registration No.: N/A
|
Date Filed: N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Item 1. | Summary Term Sheet. |
Item 2. | Subject Company Information. |
Item 3. | Identity and Background of Filing Person. |
Item 4. | Terms of the Transaction. |
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Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 6. | Purposes of the Transaction and Plans or Proposals. |
Item 7. | Source and Amount of Funds or Other Consideration. |
Item 8. | Interest in Securities of the Subject Company. |
Item 9. | Persons/Assets Retained, Employed, Compensated or Used. |
Item 10. | Financial Statements. |
Item 11. | Additional Information. |
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Item 12. | Exhibits. |
Exhibit
|
Exhibit Name
|
|
(a)(1)(A)
|
Offer to Purchase dated August 23, 2010.* | |
(a)(1)(B)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5)(A)
|
Joint Press Release issued by Dell Inc. and 3PAR Inc. on August 16, 2010, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on August 16, 2010. | |
(a)(5)(B)
|
Form of Summary Advertisement as published on August 23, 2010 in The Wall Street Journal. | |
(b)(1)
|
Issuing and Paying Agency Agreement. | |
(b)(2)
|
Form of Commercial Paper Dealer Agreement. | |
(d)(1)
|
Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc., incorporated herein by reference to Exhibit 4.1 to the Schedule 13D filed by Dell Inc. on August 20, 2010. | |
(d)(2)
|
Tender and Voting Agreement, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and the Persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 4.2 to the Schedule 13D filed by Dell Inc. on August 20, 2010. | |
(d)(3)
|
Confidentiality Agreement, dated as of July 17, 2010, by and between 3PAR Inc. and Dell Inc. | |
(d)(4)
|
Offer letter between Dell Inc. and Steve Crimi, dated August 12, 2010. | |
(d)(5)
|
Offer letter between Dell Inc. and Randy Gast, dated August 12, 2010. | |
(d)(6)
|
Offer letter between Dell Inc. and Adriel Lares, dated August 10, 2010. | |
(d)(7)
|
Offer letter between Dell Inc. and Craig Nunes, dated August 12, 2010. | |
(d)(8)
|
Offer letter between Dell Inc. and Jeff Price, dated August 12, 2010. | |
(d)(9)
|
Offer letter between Dell Inc. and Jeannette Robinson, dated August 10, 2010. | |
(d)(10)
|
Offer letter between Dell Inc. and David Scott, dated August 10, 2010. | |
(d)(11)
|
Offer letter between Dell Inc. and Alastair Short, dated August 12, 2010. | |
(d)(12)
|
Offer letter between Dell Inc. and Ashok Singhal, dated August 12, 2010. | |
(d)(13)
|
Offer letter between Dell Inc. and Peter Slocum, dated August 12, 2010. | |
(d)(14)
|
Offer letter between Dell Inc. and Rusty Walther, dated August 12, 2010. | |
(d)(15)
|
Offer letter between Dell Inc. and Randall Weigel, dated August 12, 2010. | |
(d)(16)
|
Dell Inc. Form of Employment Agreement. | |
(d)(17)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Steve Crimi, dated August 13, 2010. |
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Exhibit
|
Exhibit Name
|
|
(d)(18)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randy Gast, dated August 13, 2010. | |
(d)(19)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Adriel Lares, dated August 13, 2010. | |
(d)(20)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Craig Nunes, dated August 13, 2010. | |
(d)(21)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeff Price, dated August 13, 2010. | |
(d)(22)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeannette Robinson, dated August 13, 2010. | |
(d)(23)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and David Scott, dated August 14, 2010. | |
(d)(24)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Alastair Short, dated August 13, 2010. | |
(d)(25)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Ashok Singhal, dated August 13, 2010. | |
(d)(26)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Peter Slocum, dated August 13, 2010. | |
(d)(27)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Rusty Walther, dated August 13, 2010. | |
(d)(28)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randall Weigel, dated August 13, 2010. | |
(d)(29)
|
Form of Restricted Stock Unit Agreement under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan. | |
(d)(30)
|
Long-Term Cash Award Agreement between Dell Inc. and Randall Weigel, dated August 13, 2010. | |
(d)(31)
|
Exclusivity Agreement, dated as of August 1, 2010, between Dell Inc. and 3PAR Inc. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Included in mailing to stockholders. |
Item 13. | Information required by Schedule 13E-3. |
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By: |
/s/ Janet
B. Wright
|
By: |
/s/ Janet
B. Wright
|
Title: | Vice President and Assistant Secretary |
7
Exhibit
|
Exhibit Name
|
|
(a)(1)(A)
|
Offer to Purchase dated August 23, 2010.* | |
(a)(1)(B)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5)(A)
|
Joint Press Release issued by Dell Inc. and 3PAR Inc. on August 16, 2010, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on August 16, 2010. | |
(a)(5)(B)
|
Form of Summary Advertisement as published on August 23, 2010 in The Wall Street Journal. | |
(b)(1)
|
Issuing and Paying Agency Agreement. | |
(b)(2)
|
Form of Commercial Paper Dealer Agreement. | |
(d)(1)
|
Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc., incorporated herein by reference to Exhibit 4.1 to the Schedule 13D filed by Dell Inc. on August 20, 2010. | |
(d)(2)
|
Tender and Voting Agreement, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and the Persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 4.2 to the Schedule 13D filed by Dell Inc. on August 20, 2010. | |
(d)(3)
|
Confidentiality Agreement, dated as of July 17, 2010, by and between 3PAR Inc. and Dell Inc. | |
(d)(4)
|
Offer letter between Dell Inc. and Steve Crimi, dated August 12, 2010. | |
(d)(5)
|
Offer letter between Dell Inc. and Randy Gast, dated August 12, 2010. | |
(d)(6)
|
Offer letter between Dell Inc. and Adriel Lares, dated August 10, 2010. | |
(d)(7)
|
Offer letter between Dell Inc. and Craig Nunes, dated August 12, 2010. | |
(d)(8)
|
Offer letter between Dell Inc. and Jeff Price, dated August 12, 2010. | |
(d)(9)
|
Offer letter between Dell Inc. and Jeannette Robinson, dated August 10, 2010. | |
(d)(10)
|
Offer letter between Dell Inc. and David Scott, dated August 10, 2010. | |
(d)(11)
|
Offer letter between Dell Inc. and Alastair Short, dated August 12, 2010. | |
(d)(12)
|
Offer letter between Dell Inc. and Ashok Singhal, dated August 12, 2010. | |
(d)(13)
|
Offer letter between Dell Inc. and Peter Slocum, dated August 12, 2010. | |
(d)(14)
|
Offer letter between Dell Inc. and Rusty Walther, dated August 12, 2010. | |
(d)(15)
|
Offer letter between Dell Inc. and Randall Weigel, dated August 12, 2010. | |
(d)(16)
|
Dell Inc. Form of Employment Agreement. | |
(d)(17)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Steve Crimi, dated August 13, 2010. | |
(d)(18)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randy Gast, dated August 13, 2010. | |
(d)(19)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Adriel Lares, dated August 13, 2010. | |
(d)(20)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Craig Nunes, dated August 13, 2010. | |
(d)(21)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeff Price, dated August 13, 2010. | |
(d)(22)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeannette Robinson, dated August 13, 2010. | |
(d)(23)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and David Scott, dated August 14, 2010. |
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Exhibit
|
Exhibit Name
|
|
(d)(24)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Alastair Short, dated August 13, 2010. | |
(d)(25)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Ashok Singhal, dated August 13, 2010. | |
(d)(26)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Peter Slocum, dated August 13, 2010. | |
(d)(27)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Rusty Walther, dated August 13, 2010. | |
(d)(28)
|
Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randall Weigel, dated August 13, 2010. | |
(d)(29)
|
Form of Restricted Stock Unit Agreement under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan. | |
(d)(30)
|
Long-Term Cash Award Agreement between Dell Inc. and Randall Weigel, dated August 13, 2010. | |
(d)(31)
|
Exclusivity Agreement, dated as of August 1, 2010, between Dell Inc. and 3PAR Inc. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Included in mailing to stockholders. |
9