Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2018



Dell Technologies Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-37867   80-0890963

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


One Dell Way

Round Rock, Texas

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)



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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01    Regulation FD Disclosure.

On February 2, 2018, a communication from Michael S. Dell, Chairman and Chief Executive Officer of Dell Technologies Inc., was posted by the company on an internal company intranet page. A copy of that communication is furnished as Exhibit 99.1 to this report and incorporated in this Item 7.01 by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following document is herewith furnished as an exhibit to this report:





Exhibit Description

99.1    Internal company communication of Dell Technologies Inc. dated February 2, 2018.




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.


Date: February 2, 2018     Dell Technologies Inc.
    By:   /s/ Janet Bawcom

Janet Bawcom

Senior Vice President and Assistant Secretary

      (Duly Authorized Officer)




Exhibit 99.1

February 2, 2018

Building on our Success in a Dynamic Marketplace

Since closing on the historic combination of Dell, EMC and VMware, it’s clear that the largest merger in IT industry history has been a success. Dell Technologies’ value proposition of being “#1 in everything all in one place” is resonating with customers, partners and industry analysts.

We have leadership in 13 Gartner Magic Quadrant reports. We are the leaders in 24 IDC market share categories. Our customers believe in what we’re doing with 91% saying Dell and EMC have delivered on their pre-merger promises. And our partners believe in what we’re doing with Global Channels revenue up double-digits in first half of FY18. Additionally, VMware has enjoyed tremendous success since joining the Dell Technologies family, delivering innovative new solutions and double-digit growth.

We are in excellent financial condition. We have repaid approximately $10B of gross debt since the close of Dell/EMC. We are also excited about the positive impact of tax reform on the US economy and believe any impact for Dell Technologies, based on what we know today, will be more than manageable.

Now, as part of our ongoing multi-year strategic planning, Dell Technologies is evaluating a number of potential business opportunities. As you can see from our results, we do this from a position of strength, with a desire to grow Dell Technologies and its businesses even faster and thrive in the very dynamic IT marketplace.

Today, Dell Technologies has made a 13D filing that makes public that our Board of Directors is evaluating potential business opportunities, including:


    Business as usual – continue with the existing ownership structure


    Public offering (IPO) of Dell Technologies Common Stock


    Business combination with VMware

We would normally keep our deliberations confidential until a particular course of action is determined, but because Dell Technologies owns ~82% of VMware, we are required to make a public filing with the U.S. Securities and Exchange Commission.

Nothing has been decided and alternatives are just being considered at this stage. While this process continues, it is business as usual for team members, customers and partners with no changes to current structures, practices and processes. There will be continued press coverage and speculation, and it’s important to stay focused on delivering for customers and closing the quarter strongly.

For my part, I remain completely committed to our mission and extremely excited about the opportunities ahead.

Thanks to all of you for helping make Dell Technologies a success, and thanks in advance for your support as we continue to explore opportunities to build on that success and better serve our customers.