4600000 Shares Apple Computer, Inc. - The SWTPC Computer ...

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THE COMPANYApple Computer, Inc. designs, develops, produces, markets and services. microprocessor-basedpersonal computer systems for individual use in solving ,c.omputing problems commonly encounteredin business, education, science, engineering and in the borne.The Company's principal product is the Apple II personal computer system. Apple II systems intypical configurations may be sold for suggested retail prices as low as $1,850 and up to $5,000 ormore with the addition of memory and periphe:als nec::ssary to perform more complex computingtasks. As of October 31, 1980, Apple had sold approximately 131,000 Apple II computer mainframes.In May 1980 the Company announced the introduction of the Apple III, and commenced limitedshipments to retail customers in late November 1930. See "Busi~ess-Products". The Apple III isintended for more sophisticated professional and business applications than the Apple II. Suggestedretail pricing for Apple III systems ranges from $4,300 to up to $7,800.In addition to the system and applications software developed by the Company, approximately 100independent vendors have developed applications software for use in connection with Apple computers.The Company also offers peripheral equipment, some of which is manufactured by others, includingvideo monitors, disk drives and printers. In addition, Apple computers can utilize many peripheralsmanufactured and marketed by other companies.The Company's computer systems are distributed in the United States and in Canada byapproximately 800 independent retail computer ~tores and internationally through 21 independentdistributors which resell to approximately 1,000 retail outlets. Approximately 700 of the retail outletslocated in the United States and Can:td:t are also aut':-torized to act as service Centers for Appleproducts.Apple was incorporated in California on January 3, 1977. Its principal offices are located at10260 Bandley Drive, Cupertino, California 95014, and its telephone number at that address is( 408) 996-1010; The Company's Standard Industrial Classification (SIC) code is 3573. Unless thecontext otherwise indicates, the terms "Apple" and "Company" as used herein refer to Apple Computer,Inc. and its subsidiaries.USE OF PROCEEDSThe principal purposes of the offering are to increase the Company's. equity capital base, tofinance growth and to provide a public market for the Company's Common Stock. The net proceedsfrom the sale of the shares of Common Stock offered by the Company are estimated to be $82,138,400(or $90,418,400 if the Underwriters' over-allotment option is exercised in full). Of such net proceeds,approximare:ly $7,850,000 will be used to repay short-term bank indebtedness incurred for workingcapital purposes and the balance will be used primarily to finance accounts receivable and inventoryand for other general corporate purposes, including capital expenditures. The Company anticipates thatit will use the proceeds for these purposes over the ne'Ct 15 months. Pending such uses, a portion of theproceeds may be invested in short-term money market obligations.The Company's growth has resulted in increased working capital needs. The Company expectsthat its working capital needs wip continue to increase in the future and may be accelerated dependingupon such factors as the introduction of new products, the expansion of the market for its productsand possible changes in distribution channels and methods for certain of its products. In order tofinance these needs the Company may utilize its bank line of credit which expires in January 1981. Thebank line currently provides for borrowings, under certain conditions, of up to $20,000,000. See Note 5of Notes to Consolidated Financial Statements. The Company is currently in the process of ren:egoc ·tiating its existing bank line. Depending upon developments in the Company's business and uponcapital market conditions, the Company may also finance its working capital needs through the saleof additional securities. The Company does not have any present plans for increased borrowingsunder its existing bank line or for sales of additional securities.The Company estimates that its capital expenditures during the fiscal year ending September25, 1981 will be approximately $11,000,000.The Company will not receive any proceeds from the shares of Common Stock being sold bythe Selling Shareholders.4
CAPITALIZATIONThe following table sets forth the capitalization of the Company at September 26, 1980 andas adjusted to give effect to the sale of the Common Stock offered hereby (assuming the overallotmentoption is not exercised) and the application of the proceeds therefrom:Short-term debt:Notes payable to bank ( 1)11% note due February 15, 1981 ( 2)Current obligations under capital leasesTotal short-term debtNon-current obligations under capital leasesShareholders' equity:.Preferred stock, 5,000,000 shares authorized, none outstandingor as adjusted . . . . . . .· . .. . . . . . . . . . . . . . . . . . . . . . . .....Common stock, 160,000,000 shares authorized, 48,396,928 sharesoutstanding; 52,396,928 shares as adjusted ( 3)Common stock to be issued-in business combination ( 4)Retained earnings ( 1 )Less: Notes receivable from shareholders ( 5)Total shareholders' equityTotal capitalizationOutstanding$ 7,850,0001,250,000253,870$ 9,353,870$ 670,67311,428,438920,21017,605,867( 4,005,975)25,948,540$26,619,213As Adjusted$1,250,000253,870------$ 1,503,870$ 670,67393,566,838920,21017,605,867( 4,005,975)108,086,940$108,757,613(1) The notes ai·e secured by a pledge of the Company's receivables and inventory. See Note 5 ofNotes to Consolidated Financial Statements.(2) See Note 2 of Notes to Consolidated Financial Statements.(3) Excludes (i) 1,818,404 shares issued through November 30, 1980 upon exerciseof stock options,( ii) 8,215,168 shares reserved for issuance at November 30, 1980 pursuant to options grantedor to be granted under the Company's stock option plans and (iii) 1,000,000 shares reserved forissuance pursuant to the Company's Employee Stock Purchase Plan. See "Stock Option Plans"and "Employee Stock Purchase Plan" under "Management" and Note 8 of Notes to Consolidated ..Financial Statements.( 4) See Note 3 of Notes to Consolidated Financial Statements.(5) See Note 8 of Notes to Consolidated Financial Statements.See "Business-Property" and Notes 6 and 7 of Notes to Consolidated Financial Statements forinformation concerning the Company's obligations under leases.DIVIDENDSApple has not paid any cash dividends on its Common Stock, and its Board of Directors intendsto retain, for the foreseeable future, the Company's earnings for use in the development of thebusiness. The Company's bank line of credit agreement prohibits it from declaring or paying dividendswithout the consent of the bank. See Note 5 of Notes to Consolidated Financial Statements.SHARES ELIGIDLE FOR FUTURE SALEUpon completion of this offering, the Company will have outstanding 54,215,332 shares ofCommon Stock (assuming no· exercise of the over-allotment option) based upon shares outstandingat November 30, 1980. Of these shares, the 4,600,000 shares sold in the offering made hereby will be5
Page 1 and 2: PROSPECTUS4,600,000 SharesApple Com
Page 3: PROSPECTUS SUMMARYThe follmving inf
Page 7 and 8: Prior to this offering, there has b
Page 9 and 10: Net sales in fiscal 1979 increased
Page 11 and 12: IntroductionBUSINESSThe Company des
Page 13 and 14: ·r--1f--~-1a variety of programmin
Page 15 and 16: to the retail stores, the regional
Page 17 and 18: CompetitionThe personal computer ma
Page 19 and 20: its success does not depend on the
Page 21 and 22: MANAGEMENTExecutive Officers and Di
Page 23 and 24: Dr. Singleton was appointed to the
Page 25 and 26: Employee Stock Purchase PlanThe Com
Page 27 and 28: The purchase price for the shares s
Page 29 and 30: SELLING SHAREHOLDERSThe following t
Page 31 and 32: UNDERWRITERSUnder the terms and sub
Page 33 and 34: of Common Stock of the Company from
Page 35 and 36: INDEX TO CONSOLlDATED FINANCIAL STA
Page 37 and 38: APPLE COMPUTER, INC.CONSOLIDATED ST
Page 39 and 40: - ---~-~~~-APPLE COMPUTER, INC.CONS
Page 41 and 42: APPLE COMPUTER, INC.CONSOLIDATED ST
Page 43 and 44: NOTES TO CONSOLIDATED FINANCIAL STA
Page 45 and 46: NOTES TO CONSOLIDATED FINANCIAL STA
Page 47: NOTES TO CONSOLIDATED FINANCIAL STA

4600000 Shares Apple Computer, Inc. - The SWTPC Computer ...

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