foiapa From: Request@ip-l0-l 70-25-193.ec2.internal Sent: Friday, May 25, 2018 10:05 AM REtEl'VEIO To: foiapa Subject: Request for Document from Moncino, Maiya MAY i 5 2018 Office of Follow Up Flag: Follow up FOIA Services Flag Status: Completed Maiya Moncino Mancino 58 East 68th Street New York, New York 10065 fee Waiver Requested United States 2124349497 [email protected] Council on Foreign Relations Request: COMP_NAME: Apple Computer, Inc. DOC_DATE: 1980 TYPE: Other (fully describe) COMMENTS: S-1 IPO prospectus for Apple's public offering. I believe it is dated December 12, 1980. FEE_AUTHORIZED: Willing to Pay $61 FEE_WAlVER_REQUESTED: Yes FEE_WA!VER_COMMENT: The Council on Foreign Relations (CFR) is an independent, nonpartisan membership organization, think tank, and publisher dedicated to being a resource for its members, government officials, business executives, journalists, educators and students, civic and religious leaders, and other interested citizens in order to help them better understand the world and the foreign policy choices facing the United States and other countries. This request for an S-1 document is part of a book project to increase public understanding of the venture capital industry, including to assess the role of public markets and regulations in encouraging innovation and tempering excess. EXPEDITED_SERV!CE_REQUESTED: NO UNITED STATES SECURITIES AND EXCHANGE COMMISSION STATION PLACE 100 F STREET, NE WASHINGTON, DC 20549-2465 Office of FOIA Services June 26, 2018 Ms. Maiya Moncino Council on Foreign Relations 58 East 68th Street New York, NY 10065 RE: Freedom of Information Act (FOIA), 5 U.S.C. § 552 Request No. 18-02062-FOIA Dear Ms. Moncino: This letter is in response to your request, dated and received in this office on May 25, 2018, for the S-1 IPO prospectus, dated December 12, 1980 for Apple Computer, Inc. The search for responsive records has resulted in the retrieval of 73 pages of records that may be responsive to your request. They are being provided to you with this letter. You also requested a fee waiver. However, since there are no billable fees for the processing of this request, your request for a fee waiver is moot. If you have any questions, please contact me at [email protected] or (202) 551-8353. You may also contact me at [email protected] or (202) 551-7900. You also have the right to seek assistance from Jeffery Ovall as a FOIA Public Liaison or contact the Office of Government Information Services (OGIS) for dispute resolution services. OGIS can be reached at 1-877-684- 6448 or Archives.gov or via e-mail at [email protected]. Sincerely, Ronnye L. Hall FOIA Research Specialist Enclosure ORIGINAL A 00-545 ~, 1utAL OF SEQUENTIALLY NUMBERED PAGES: _J!!:.,_ EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PM£ n_ 1 r h7/. 351') 0 Registration No. 2- / { !/</ f SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ,'r-.,_ /c:-,.: 1.::... ! • Form S~l \ \ REGISTRATION STATEMENT \ ,.,, Un~~r TrlE SEClffi.ITIES .A.CT OF 1933 .:~ .· _,.J~~~~name ~~~~~er~c. R,\l 10260 Bandley Drive \ ~~Gc:~-,\7-., , \~ :~=-oi:~Cupertino, California 95014 7(.. \ ,1;~ 1981 STOCK OPTION PLAN ....--- F..MPLOYEE STOCK PURCHASE PLAN ALBERT A. EISENSTAT, ESQ. Vice President and General Counsel Apple Computer, Inc. 10.260 Bandley Drive Cupertino, Californ~a 95014 (408) 996-1010 (~ and address of agent for sem.:e) C'lpyto: LARRY W. aONSINI, ESQ. WILSON, SoN"..INI, Gooumce & RosAn Professional CoTporation Two Palo Alto Square Palo Alto, California 94304 Approximate date of oommencement of proposed sa!e to public: As soon as practicable after the Registration Statemer,t becomes effective. CALCULATION OF REGISTRATION FEE = Proposed Proposed Maximum Maximum Title of Each Class Amc,mt Ollmng Amowltof ol Securities Deing Price ~ ~ fid11g Registered Registtted Per Share( 1 } Pricern Fee Common Stock 9,2-08,568 shs. $35.56 $327,456,678 $65,491 (1) Estimated solely for the purpose of calculating the registration fee on the basis of the mean of bid and asked prices reported for December 26, 19-..11,(). The Regi.'1:r.mt hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which sp<-:­ cifically states that this Registration Statement sh:_r1 'hereafter become elective in accordance with ~.:ction 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as tb-9 C,ommission,. adi.ng pursuant to said Section 8(a), may determine. 1 APPLE COl\APUTER, INC. Cross-Rl'ference Sheet Pursuant to Rule 404(c) Item Number and Heading Prospectus Heading 1. Distribr1tion Spread Cover Page; Description of the Stock Option Plans­ Terms of Options; Descrip­ tion of the Employee Stock Purchase Plan-Purchase Price .2. Plan of Distrihufon Cover Page; Description of the Stock Option Plans; Description of the Employee Stock Purchase Plan 3. Use of Proceed:;- lv Registrant Us,- of Proceeds 4. Sales Othuwise than for Cash Description of the Stock Option Plans-Terms of Options; Description of the Employee Stock Purchase Plan-Pavment of Purchase Price; Payroll Deductions 5. Capital Structure Capitalization 6. Seleeted Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations Sel~cted Finant:ial Data; ~fanagement's Discussion and Analysis pf Financial Condition and Results of Operations i. Organization of Rr·gistrant The Company 8. Parents of Registnnt Certain Shareholders 9. Description of B1•,siness Prospectus Summary; The Company; Business 10. Properties Business-Property 11. Organization \\"ithin 5 Years The Company; Business; Certain Transactions 12. Legal Proceedings Business-Litigation 13. Capital Stock Being Registered Description of S,,curities 14. Long-Tenn Debt Being Registered Inapplicable 15. Other Securities Being Registered Inapplicable 16. Directors and Executive Officers ~fanagement 17. ~fanngement fo,rr>uneration and Transactions Management-Remuneratirm; Certain Transactions 18. Security Ovmership of Certain Beneficfa! Holders and !vianage- ment Certain Shareholders 19. Financial Statements and Supplementary Data Consolidated Financial Statements 20. Brokerage Allocation Inapplicable 2 PRELIMINARY PROSPECTUS DATED DECEMBER 31, 1980 &applczt computczr inc. 1978 STOCK OPTION PLAN 1980 STOCK OF'fION PLAN 1981 STOCK OPTION PLAN EMPLOYEE STOCK PURCHASE PLAN Thi~ Prospectus refers to 9,208,568 shares of Common Stock, no par value, of Apple Computer, Inc. ( the "Company"), of which 8,208,568 share,; 2re offered for sale to those employees who hold options to purchase shares of Common Stock granted or to be granted by the Board of Directors of the Company under the Company's 1978 Stock Option Plan, 1980 Stock Option Plan and 1981 Stock Option Plan ( L-'Ollectively, the "Optior: Plans"), and 1.000.000 shares are offered to those employees of the Company who participate in the Company's Employe:(• Stock Purchase Pl2n ( the "Purchase Plan"). The terms and conditions, including the prices of the shares of Common Stock, are governed by the provisions of the respective plans and the agreements thereunder between the Company and the participating employees. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS TIIE CO:, .,P.SSION PASSED UPON TIIE ACCURACY O"rl ADEQUACY OF nns PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is January , 1981 3 This Prospectus contains information concerning Appl.e Computer, inc., its 1978 Stock Option Plan, 1980 Stock Option Plan, 1981 Stock Option Plan and its Employee Stock Purchase Plan, hut does not contain all the information set forth in the Registration Statement which the Company has filed with the Securities and Exchange Commission under the Securities Act of 1933. The Reg­ istration Statement. including various exhibits, may be inspected at the Commission's office in Washington, D.C. TABLE OF CONTENTS Page Prospectus Summary 3 The Company 4 Use of Proceeds 4 Capitalization 5 Dividends 5 Share.; Eligible for Future Sale 5 Dilution 6 Selected Fina ricial Data i Management's Discassion and Analysis of Financial Condition and Results of Operations 7 Description of the Stock Option Plans 9 Description of the Employee Stock Purchase Plan 13 Bminess li 1fonagement 27 Certain Transactions 32 Certain Shareholder, 34 Description of Securities 35 Legal Opinions 36 E~~ ~ Additional Information 37 Index to Consolidated Financial Statements 38 No person is authorized in connection with any offering made hereby to give any informa­ tion or to make any reµresentation other than as contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as· having been authorized by the Company. This Prospectus is not an offer to sell, or a solicitation of an offer to buy, by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof. 2 .. PROSPECTUS SUMMARY 1'he follmcing information is quali1ied in its entirety by the more detailed information and financial statements appearing elsewhere it, this Prospectus. THE COMPANY Apple Computer, Inc. designs, develops, produces, ~arkets and services microprocessor­ based persona! computer systems for individual use in solving computmg problems commonly encountered in business. education, science., engineering and in the home. Products manufactured and distributed by App' are sold in the United States and Caa:a.da through approximately 800 independent retail computer stores, and internationaUy through 21 indc>pendent distributors which resell to approximately 1,000 retail dealers. Apple's products are primarily serviced in the United Slates and Canada by approximately 700 of the r<'tail stores and in other countri~s by independ<.'nt retail dealers.