1 As filed with the Securities and Exchange Commission on July 14, 1994 Registration No. 33-45347 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DELL COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-2487834 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9505 ARBORETUM BOULEVARD AUSTIN, TEXAS 78759-7299 (Address, including ZIP code, of registrant's principal executive offices) DELL COMPUTER CORPORATION 1989 STOCK OPTION PLAN (Full title of the plan) ____________________ MICHAEL S. DELL DELL COMPUTER CORPORATION 9505 ARBORETUM BOULEVARD AUSTIN, TEXAS 78759-7299 (512) 338-4400 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) ____________________ Copies to: ROBERT L. KIMBALL RICHARD E. SALWEN JOHNSON & WORTLEY, P.C. DELL COMPUTER CORPORATION 900 JACKSON STREET 9505 ARBORETUM BOULEVARD DALLAS, TEXAS 75202 AUSTIN, TEXAS 78759-7299 2 The registrant hereby deregisters 2,216,625 shares of the Common Stock, par value $.01 per share, of Dell Computer Corporation. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to Form S-8 Registration Statement has duly caused this to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on July 8, 1994. DELL COMPUTER CORPORATION (Registrant) By: /s/ Michael S. Dell Michael S. Dell Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Michael S. Dell July 8, 1994 Michael S. Dell Chairman of the Board, Chief Executive Officer and Director /s/ Thomas J. Meredith July 8, 1994 Thomas J. Meredith Chief Financial Officer (principal financial officer) /s/ Donald J. Carty July 8, 1994 Donald J. Carty Director /s/ Paul O. Hirschbiel, Jr. July 8, 1994 Paul O. Hirschbiel, Jr. Director /s/ Michael H. Jordan July 8, 1994 Michael H. Jordan Director 3 4 /s/ George Kozmetsky July 8, 1994 George Kozmetsky Director /s/ Thomas W. Luce III July 8, 1994 Thomas W. Luce III Director /s/ Claudine B. Malone July 8, 1994 Claudine B. Malone Director 4