Dell 2006 Annual Report Download - page 20

Table of Contents
PART II
ITEM 5 — MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed on The NASDAQ Stock Market under the symbol DELL. Information regarding the market prices
of our common stock may be found in Note 12 of Notes to Consolidated Financial Statements included in "Part II — Item 8 —
Financial Statements and Supplementary Data."
On September 15, 2006, we received a NASDAQ Staff Determination letter indicating that we were not in compliance with
NASDAQ's requirements for continued listing because of our inability to timely file our quarterly report on Form 10-Q for the
second quarter of Fiscal 2007. We received similar letters relating to our inability to timely file subsequent periodic reports.
Following receipt of the September 15, 2006 letter, we have been involved in a hearing and review process before several
adjudicative bodies appointed by NASDAQ. That process is ongoing, and any action to delist our common stock has stayed
pending completion of that process. We believe, with the filing of this Form 10-K and the Form 10-Q's for Fiscal 2007 and the
first and second quarters of Fiscal 2008, that we will achieve compliance with NASDAQ's continued listing requirements, and
we expect that NASDAQ will send us an acknowledgement to that effect in the near future.
Holders
At October 1, 2007, there were 30,630 holders of record of Dell common stock.
Dividends
We have never declared or paid any cash dividends on shares of our common stock and currently do not anticipate paying
any cash dividends in the immediate future. Any future determination to pay cash dividends will be at the discretion of our
Board of Directors.
Issuance of Unregistered Securities
Internal Restructuring
We have modified the corporate organizational structure of certain of our subsidiaries to achieve more integrated global
operations and to provide various financial, operational, and tax efficiencies. In connection with this internal restructuring, on
December 28, 2006 we issued approximately 475 million shares of our common stock valued at $12.0 billion based on the
closing price on The NASDAQ Stock Market on that date, to a wholly-owned subsidiary in return for an equivalent value in
equity interests in the subsidiary. As part of the restructuring, the subsidiary used these shares to acquire a controlling
interest in another wholly-owned subsidiary. Because all the shares issued as part of this restructuring are held by one or
more of our wholly-owned subsidiaries, the shares are not considered outstanding in our consolidated financial statements or
for voting purposes. We continue to be the ultimate beneficial owner of all subsidiaries involved in the internal restructuring.
These shares have not been registered under the Securities Act of 1933, as amended, and were issued in a transaction not
involving a public offering pursuant to the exemption under Section 4(2) of the Securities Act. The shares may not be resold
absent registration or an applicable exemption from the registration requirements under the Securities Act or other applicable
law.
Certain Employee Benefit Plan Securities
As a result of our inability to file our Annual Report on Form 10-K for Fiscal 2007 on its due date (April 3, 2007), we
suspended our sale of Dell securities under our various employee benefit plans. In preparing for
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