______________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q/A
Amendment No. 1 to
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 28, 1997 OR
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ___________
Commission file number 0-10030
APPLE COMPUTER, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2404110
[State or other jurisdiction [I.R.S. Employer Identification No.]
of incorporation or organization]
1 Infinite Loop
Cupertino California 95014
[Address of principal executive offices] [Zip Code]
Registrant's telephone number, including area code: (408) 996-1010
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
126,354,086 shares of Common Stock Issued and Outstanding as of May 2, 1997
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The Registrant hereby amends the disclosure contained in Part II of
the Registrant's Quarterly Report on Form 10-Q for the period ended March 28,
1997 to add Item 4 thereto and the information required thereunder. In
accordance with Rule 12b-15 promulgated under the Securities Exchange Act of
1934, as amended, the complete text of Part II, Item 4, as amended follows.
Item 4. Submission of Matters to a Vote of Security Holders
a) The annual meeting of shareholders was held on February 5, 1997
b) The following directors were elected at the meeting to serve
two-year terms as Class I directors:
Gilbert F. Amelio
Gareth C. C. Chang
Katherine M. Hudson
The following directors are continuing to serve their two-year terms as
Class II directors which will expire at the next annual meeting:
Bernard Goldstein
Delano E. Lewis
A. C. Markkula, Jr.
Edgar S. Woolard, Jr.
c) The other matters voted upon at the meeting and results of those votes were
as follows:
(1) Approval of an amendment to the Employee Stock Purchase Plan to
increase the number of shares of Common Stock reserved for issuance
thereunder by 3,500,000 shares.
For Against Abstained Broker Non-Vote
58,918,443 4,941,844 1,276,183 44,580,492
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(2) Approval of a grant to Dr. Gilbert F. Amelio under the 1990 Stock
Option Plan to acquire 1,000,000 shares at an exercise price equal to
$26.25 per share, as set forth in his employment agreement with the
Company.
For Against Abstained Broker Non-Vote
54,636,714 6,252,256 1,534,769 47,293,223
(3) Approval of an amendment to the 1990 Stock Option Plan to permit
compliance with Section 162(m) of the Internal Revenue Code and to
increase the number of shares of Common Stock reserved for issuance
thereunder by 1,000,000 shares.
For Against Abstained Broker Non-Vote
54,288,094 13,849,136 1,715,932 39,863,800
(4) Ratification of the terms of a Performance Share Arrangement with
Dr. Gilbert F. Amelio for fiscal year 1996, as set forth in his employment
agreement with the Company.
For Against Abstained Broker Non-Vote
62,226,403 6,061,063 1,565,696 39,863,800
(5) Approval of the Senior Officers Restricted Performance Share Plan for
the Chief Executive Officer, other executive officers and such other key
employees as the Compensation Committee of the Board of Directors may
determine, which plan provides for the issuance of up to 2,000,000 shares
of Common Stock.
For Against Abstained Broker Non-Vote
56,666,830 7,059,516 1,173,112 44,817,504
(6) Ratification of appointment of KPMG Peat Marwick as the Company's
independent auditors for fiscal year 1997.
For Against Abstained Broker Non-Vote
107,538,949 1,404,867 773,146 --
(7) Shareholder proposal to reconstitute the Board of Directors as a single
class to be elected annually.
For Against Abstained Broker Non-Vote
8,511 109,707,951 -- --
The matters numbered (1) - (6) above are described in detail in the
Registrant's definitive proxy statement dated December 26, 1996, for the
Annual Meeting of Shareholders held on February 5, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf
by the undersigned, thereunto duly authorized.
APPLE COMPUTER, INC.
(Registrant)
By: /S/ Fred D. Anderson
Fred D. Anderson
Executive Vice President and
Chief Financial Officer
October 3, 1997
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