8-KEarnings & ResultsExhibits & Filings

Dell Technologies Inc. 8-K Report, Financial Results (Nov 29, 2018)

Filed November 29, 2018For Securities:DELL

Summary

Dell Technologies Inc. (DELL) filed an 8-K on November 29, 2018, primarily to furnish a press release detailing its financial results for the third fiscal quarter of 2019, ended November 2, 2018. While the filing itself doesn't contain the detailed financial figures, it directs investors to the accompanying press release for this information. More significantly, this 8-K also serves as an update regarding Dell's proposed transaction to go-private (VMware transaction), providing details on recent filings related to this complex merger. Investors should note that this filing emphasizes the ongoing process for the proposed merger, which involves the conversion of Class V common stock into Class C common stock or cash. The company has provided supplementary materials and urges shareholders to review the proxy statement/prospectus and its supplements for comprehensive information regarding the transaction, including voting requirements and potential risks. The filing also includes standard forward-looking statement disclaimers, highlighting potential risks associated with the transaction's consummation and the market performance of securities involved.

Key Highlights

  • 1Furnishes press release with Q3 FY19 financial results (ended November 2, 2018).
  • 2Provides updates on the proposed merger transaction involving Class V common stock conversion.
  • 3Highlights recent filings of a supplement to the definitive proxy statement/prospectus.
  • 4Urges investors to review detailed transaction information in the proxy statement/prospectus and supplements.
  • 5Discloses that the information is furnished and not deemed filed under Section 18 of the Exchange Act.
  • 6Includes standard forward-looking statement disclaimers and risk factors related to the merger.
  • 7Mentions participants in the solicitation for the proposed merger.

Frequently Asked Questions

This 8-K filing itself does not contain the detailed financial results. Instead, it 'furnishes' a press release (Exhibit 99.1) which announces the company's financial results for the fiscal quarter ended November 2, 2018. Investors need to refer to Exhibit 99.1 for the specific financial figures.

The proposed transaction refers to Dell's plan to go-private, specifically a merger where a subsidiary merges with Dell, and Class V common stock holders can elect to receive either Class C common stock or cash. This transaction requires significant shareholder approvals.

Dell urges investors to carefully read the definitive proxy statement/prospectus filed on Form S-4 (declared effective October 19, 2018) and its supplement filed on November 26, 2018. These documents, along with other related SEC filings, contain crucial information about the transaction. They can be accessed via the SEC's EDGAR database or Dell's investor relations website.

Yes, the filing refers to potential risks outlined in the Form S-4 registration statement and the supplement to the proxy statement. These include the risk of the transaction not being consummated or being delayed, issues with shareholder approvals, VMware's actions, and the potential impact on the trading price of Class C common stock relative to Class V and VMware stock.