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0000320193
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10-K
988
Previous to his work at Compaq, Mr. Cook was the Chief Operating Officer of the Reseller Division at Intelligent Electronics.
0000912057-00-053623/full-submission.txt
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989
Mr. Cook also spent 12 years with IBM, most recently as Director of North American Fulfillment.
0000912057-00-053623/full-submission.txt
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990
NANCY R. HEINEN, Senior Vice President, General Counsel and Secretary (age 44), joined the Company in September 1997.
0000912057-00-053623/full-submission.txt
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991
Prior to joining the Company, Ms. Heinen held the position of Vice President, General Counsel and Secretary of the Board of Directors at NeXT from February 1994 until the acquisition of NeXT by the Company in February 1997.
0000912057-00-053623/full-submission.txt
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992
RONALD B. JOHNSON, Senior Vice President, New Business Development (age 42), joined the Company in January 2000.
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993
Prior to joining the Company, Mr. Johnson spent 10 years with Target Stores, most recently as Senior Merchandising Executive.
0000912057-00-053623/full-submission.txt
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994
JONATHAN RUBINSTEIN, Senior Vice President, Hardware Engineering (age 44), joined the Company in February 1997.
0000912057-00-053623/full-submission.txt
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995
Before joining the Company, Mr. Rubinstein was Executive Vice President and Chief Operating Officer of FirePower Systems Incorporated, from May 1993 to August 1996.
0000912057-00-053623/full-submission.txt
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996
Mr. Rubinstein also serves as a member of the Board of Directors of Immersion Corporation.
0000912057-00-053623/full-submission.txt
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997
AVADIS TEVANIAN, JR., PH.D., Senior Vice President, Software Engineering (age 39), joined the Company in February 1997 upon the Company's acquisition of NeXT.
0000912057-00-053623/full-submission.txt
0000320193
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998
With NeXT, Dr. Tevanian held several positions, including Vice President, Engineering, from April 1995 to February 1997.
0000912057-00-053623/full-submission.txt
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Prior to April 1995, Dr. Tevanian worked as an engineer with NeXT and held several management positions.
0000912057-00-053623/full-submission.txt
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1,000
SINA TAMADDON, Senior Vice President, Applications (age 43), joined the Company in September 1997.
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Mr. Tamaddon has also served with the Company in the position of Senior Vice President Worldwide Service and Support, and Vice President and General Manager, Newton Group.
0000912057-00-053623/full-submission.txt
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1,002
Before joining the Company, Mr. Tamaddon held the position of Vice President, Europe with NeXT from September 1996 through March 1997.
0000912057-00-053623/full-submission.txt
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1,003
From August 1994 to August 1996, Mr. Tamaddon held the position of Vice President, Professional Services with NeXT.
0000912057-00-053623/full-submission.txt
0000320193
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1,004
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of securities ownership and changes...
0000912057-00-053623/full-submission.txt
0000320193
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1,005
Officers, directors and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish the Company with copies of all Section 16(a) forms they file.
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1,006
Based solely upon a review of the copies of such forms furnished to the Company, the absence of a Form 3, 4 or 5 or written representations that no Forms 5 were required, the Company believes that, during fiscal year 2000, its officers, directors and greater than ten percent beneficial owners complied with all applicab...
0000912057-00-053623/full-submission.txt
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ITEM 11.
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1,008
EXECUTIVE COMPENSATION INFORMATION REGARDING EXECUTIVE COMPENSATION The following table summarizes compensation information for the last three fiscal years for (i) Mr. Jobs, Chief Executive Officer and (ii) the four most highly compensated executive officers other than the Chief Executive Officer who were serving as ex...
0000912057-00-053623/full-submission.txt
0000320193
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SUMMARY COMPENSATION TABLE SECURITIES UNDERLYING ALL OTHER NAME AND FISCAL SALARY BONUS OPTIONS* COMPENSATION PRINCIPAL POSITION YEAR ($) ($) (#) ($) - ------------------ -------- -------- ---------- ------------ ------------ ANNUAL COMPENSATION LONG-TERM COMPENSATION Steven P. Jobs................................ 2000...
0000912057-00-053623/full-submission.txt
0000320193
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1,010
In January 2000, Mr. Jobs accepted the position of Chief Executive Officer of the Company.
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1,011
(2) Consists of matching contributions made by the Company in accordance with the terms of the 401(k) plan.
0000912057-00-053623/full-submission.txt
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1,012
(3) Consists of $22,500 in relocation assistance and $7,200 in matching contributions made by the Company in accordance with the terms of the 401(k) plan.
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1,013
(4) Includes the replacement of 500,000, 448,500 and 600,000 options that were previously granted to Messrs. Anderson, Mandich and Rubinstein, respectively, and canceled in fiscal 1998 pursuant to the December 1997 stock option exchange program.
0000912057-00-053623/full-submission.txt
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1,014
(5) Includes $55,000 in relocation assistance and $5,123 in matching contributions made by the Company in accordance with the terms of the 401(k) plan.
0000912057-00-053623/full-submission.txt
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1,015
(6) In connection with his employment, Mr. Johnson received a one-time hiring bonus in the amount of $500,000.
0000912057-00-053623/full-submission.txt
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1,016
(7) Consists of $111,444 in relocation assistance.
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1,017
(8) Mr. Mandich resigned from his position of Senior Vice President, Worldwide Sales on October 9, 2000.
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1,018
(9) Includes $3,465 from the disqualifying disposition of shares of Company stock acquired through the Company's Employee Stock Purchase Plan and $2,423 in matching contributions made by the Company in accordance with the terms of the 401(k) plan.
0000912057-00-053623/full-submission.txt
0000320193
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1,019
OPTION GRANTS IN LAST FISCAL YEAR The following table provides information about option grants to the Named Executive Officers during fiscal year 2000.
0000912057-00-053623/full-submission.txt
0000320193
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OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS ------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT NUMBER OF ASSUMED ANNUAL RATES OF STOCK SECURITIES PERCENT OF TOTAL PRICE APPRECIATION FOR OPTION UNDERLYING OPTIONS GRANTED EXERCISE TERM(3) OPTIONS TO EMPLOYEES IN OR BASE EX...
0000912057-00-053623/full-submission.txt
0000320193
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1,021
Options granted in fiscal year 2000, including those granted to Mr. Johnson, typically vest in four equal annual installments commencing on the first anniversary of the date of grant.
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1,022
Of the options granted to Mr. Jobs, 10 million options were immediately vested and exercisable on the date of grant; 5 million vested in July 2000; and the remaining 5 million will vest in July 2001.
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(2) All options were granted at an exercise price equal to the fair market value based on the closing market value of Common Stock on the Nasdaq National Market on the date of grant.
0000912057-00-053623/full-submission.txt
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1,024
(3) Potential gains are net of exercise price, but before taxes associated with exercise.
0000912057-00-053623/full-submission.txt
0000320193
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1,025
These amounts represent certain assumed rates of appreciation only, based on SEC rules, and do not represent the Company's estimate or projection of the price of the Company's stock in the future.
0000912057-00-053623/full-submission.txt
0000320193
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1,026
Actual gains, if any, on stock option exercises depend upon the actual future price of Common Stock and the continued employment of the option holders throughout the vesting period.
0000912057-00-053623/full-submission.txt
0000320193
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1,027
Accordingly, the potential realizable values set forth in this table may not be achieved.
0000912057-00-053623/full-submission.txt
0000320193
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1,028
(4) Mr. Mandich resigned from his position of Senior Vice President, Worldwide Sales on October 9, 2000.
0000912057-00-053623/full-submission.txt
0000320193
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1,029
OPTIONS EXERCISED AND YEAR-END OPTION HOLDINGS The following table provides information about stock option exercises by the Named Executive Officers during fiscal year 2000 and stock options held by each of them at fiscal year-end.
0000912057-00-053623/full-submission.txt
0000320193
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AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE- SHARES OPTIONS AT FISCAL YEAR-END MONEY OPTIONS AT FISCAL ACQUIRED ON VALUE (#) YEAR-END ($)(2) EXERCISE REALIZED ---------------------------- ------------------...
0000912057-00-053623/full-submission.txt
0000320193
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1,031
(2) Market value of securities underlying in-the-money options at the end of fiscal year 2000 (based on $25.75 per share, the closing price of Common Stock on the Nasdaq National Market on September 29, 2000), minus the exercise price.
0000912057-00-053623/full-submission.txt
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1,032
(3) Includes 60,000 options granted to Mr. Jobs in his capacity as a director pursuant to the 1997 Director Stock Option Plan.
0000912057-00-053623/full-submission.txt
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1,033
(4) Mr. Mandich resigned from his position of Senior Vice President, Worldwide Sales on October 9, 2000.
0000912057-00-053623/full-submission.txt
0000320193
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1,034
DIRECTOR COMPENSATION In 1997, the Company ended its practice of paying cash retainers and fees to directors, and approved the Apple Computer, Inc. 1997 Director Stock Option Plan (the "DIRECTOR PLAN").
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The Director Plan was approved by the shareholders in April 1998 and 800,000 shares have been reserved for issuance under the Director Plan.
0000912057-00-053623/full-submission.txt
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1,036
Pursuant to the Director Plan, the Company's non-employee directors are granted an option to acquire 30,000 shares of Common Stock upon their initial election to the Board ("INITIAL OPTIONS").
0000912057-00-053623/full-submission.txt
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On the fourth anniversary of a non-employee director's initial election to the Board and on each subsequent anniversary, the director will be entitled to receive an option to acquire 10,000 shares of Common Stock ("ANNUAL OPTIONS").
0000912057-00-053623/full-submission.txt
0000320193
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Initial Options vest and become exercisable in equal annual installments on each of the first through third anniversaries of the date of grant.
0000912057-00-053623/full-submission.txt
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1,039
Annual Options are fully vested and immediately exercisable on their date of grant.
0000912057-00-053623/full-submission.txt
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1,040
As of the end of the fiscal year, there were options for 360,000 shares outstanding under the Director Plan.
0000912057-00-053623/full-submission.txt
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1,041
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Until April 2000, the members of the Compensation Committee were Messrs. Edgar S. Woolard and Gareth C.C.
0000912057-00-053623/full-submission.txt
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1,042
Chang.
0000912057-00-053623/full-submission.txt
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1,043
Mr. Woolard retired from the Board of Directors in April 2000 and the Company ceased to have an active Compensation Committee.
0000912057-00-053623/full-submission.txt
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1,044
Since that time, the entire Board of Directors has acted with respect to matters previously considered by the Compensation Committee.
0000912057-00-053623/full-submission.txt
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1,045
Neither Messrs. Woolard or Chang were employees of the Company.
0000912057-00-053623/full-submission.txt
0000320193
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1,046
No person who was an employee of the Company in fiscal year 2000 served on the Compensation Committee in fiscal year 2000.
0000912057-00-053623/full-submission.txt
0000320193
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1,047
During fiscal year 2000, no executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensati...
0000912057-00-053623/full-submission.txt
0000320193
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1,048
ITEM 12.
0000912057-00-053623/full-submission.txt
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1,049
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of October 31, 2000 (the "TABLE DATE") with respect to the beneficial ownership of the Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding sh...
0000912057-00-053623/full-submission.txt
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1,050
On the Table Date, 335,766,444 shares of Common Stock were issued and outstanding.
0000912057-00-053623/full-submission.txt
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1,051
Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.
0000912057-00-053623/full-submission.txt
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1,052
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS SHARES OF COMMON STOCK PERCENT OF NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK OUTSTANDING - ------------------------ ---------------------- ------------------------ AIM Management Group............. 20,363,000(2) 6.06% Steven P. Jobs.........
0000912057-00-053623/full-submission.txt
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1,053
(2) Based on a Form 13F dated September 30, 2000, filed by AIM Management Group, Inc., 11 Greenway Plaza, Suite 100, Houston, TX 77046.
0000912057-00-053623/full-submission.txt
0000320193
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1,054
The Form 13F filing for AIM Management Group, an institutional investment advisor, also includes AIM Advisors, Inc., AIM Capital Management, Inc. and AIM Funds Management, Inc.
0000912057-00-053623/full-submission.txt
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1,055
Collectively, they are the beneficial owners of 20,363,000 shares or 6.06% of the Common Stock.
0000912057-00-053623/full-submission.txt
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1,056
(3) Includes 15,060,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
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1,057
(4) Includes 458,332 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
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1,058
(5) Includes 60,000 shares of Common Stock which Messrs. Campbell, Chang, Ellison and York each have the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
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1,059
(6) Includes 20,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
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1,060
(7) Includes 1,400 shares which Mr. Levinson holds indirectly.
0000912057-00-053623/full-submission.txt
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1,061
(8) Includes 275,556 shares of Common Stock which Mr. Mandich has the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
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1,062
(9) Includes 350,000 shares of Common Stock which Mr. Rubinstein has the right to acquire by exercise of stock options.
0000912057-00-053623/full-submission.txt
0000320193
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1,063
* Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.
0000912057-00-053623/full-submission.txt
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1,064
ITEM 13.
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1,065
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS The Company entered into an employment agreement with Mr. Anderson effective April 1, 1996, pursuant to which he serves as Executive Vice President and Chief Financial Officer of the Company.
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1,066
Pursuant to his agreement, Mr. Anderson is entitled to an annual base salary of no less than $500,000.
0000912057-00-053623/full-submission.txt
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1,067
If Mr. Anderson's employment is terminated by the Company without "Cause" at any time during the five-year period following April 1, 1996, he will be entitled to receive a lump sum severance payment equal to the sum of his annual base salary and target bonus, if any.
0000912057-00-053623/full-submission.txt
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1,068
Mr. Anderson's agreement generally defines "Cause" to include a felony conviction, willful disclosure of confidential information or willful and continued failure to perform his employment duties.
0000912057-00-053623/full-submission.txt
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1,069
CHANGE IN CONTROL ARRANGEMENTS--STOCK OPTIONS In the event of a "change in control" of the Company, all outstanding options under the Company's stock option plans, except the Director Plan, will, unless otherwise determined by the plan administrator, become exercisable in full, and will be cashed out at an amount equal...
0000912057-00-053623/full-submission.txt
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1,070
The Director Plan provides that upon a "change in control" of the Company, all unvested options held by non-employee directors will automatically become fully vested and exercisable and will be cashed out at an amount equal to the difference between the applicable "change in control price" and the exercise price of the...
0000912057-00-053623/full-submission.txt
0000320193
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1,071
A "change in control" under these plans is generally defined as (i) the acquisition by any person of 50% or more of the combined voting power of the Company's outstanding securities or (ii) the occurrence of a transaction requiring shareholder approval and involving the sale of all or substantially all of the assets of...
0000912057-00-053623/full-submission.txt
0000320193
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1,072
In addition, options granted to Fred D. Anderson, Timothy D. Cook, Nancy R. Heinen, Mitchell Mandich, Sina Tamaddon, Jonathan Rubinstein and Avadis Tevanian provide that in the event there is a "change in control", as defined in the Company's stock option plans, and if in connection with or following such "change in co...
0000912057-00-053623/full-submission.txt
0000320193
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1,073
Generally, "Cause" is defined to include a felony conviction, willful disclosure of confidential information or willful and continued failure to perform his or her employment duties.
0000912057-00-053623/full-submission.txt
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1,074
"Good Reason" includes resignation of employment as a result of a substantial diminution in position or duties, or an adverse change in title or reduction in annual base salary.
0000912057-00-053623/full-submission.txt
0000320193
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1,075
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In connection with the Company's use of aircraft to transport its executive officers, the Company paid approximately $179,278 during fiscal year 2000 to Wing & A Prayer, a company wholly-owned by Lawrence J. Ellison.
0000912057-00-053623/full-submission.txt
0000320193
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1,076
In connection with a relocation assistance package, the Company loaned Mr. Johnson (Senior Vice President, New Business Development) $1,500,000 for the purchase of his principal residence.
0000912057-00-053623/full-submission.txt
0000320193
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1,077
The loan is secured by a deed of trust and is due and payable in May 2004.
0000912057-00-053623/full-submission.txt
0000320193
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1,078
Under the terms of the loan, Mr. Johnson agreed that should he exercise any of his stock options prior to the due date of the loan, that he would pay the Company an amount equal to the lessor of (1) an amount equal to 50% of the total net gain realized from the exercise of the options; or (2) $375,000 multiplied by the...
0000912057-00-053623/full-submission.txt
0000320193
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1,079
The largest amount of the indebtedness outstanding on this loan during fiscal year 2000 was $1,500,000.
0000912057-00-053623/full-submission.txt
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1,080
Mr. Jerome York, a member of the Board of the Directors of the Company, is a member of an investment group that purchased MicroWarehouse, Inc. ("MICROWAREHOUSE") in January 2000.
0000912057-00-053623/full-submission.txt
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1,081
He also serves as its Chairman, President and Chief Executive Officer.
0000912057-00-053623/full-submission.txt
0000320193
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1,082
MicroWarehouse is a multi-billion dollar specialty catalog and online retailer and direct marketer of computer products, including products made by the Company, through its MacWarehouse catalogue.
0000912057-00-053623/full-submission.txt
0000320193
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1,083
During fiscal year 2000, MicroWarehouse accounted for 3.26% of the Company's net sales.
0000912057-00-053623/full-submission.txt
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1,084
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION Until April 2000, the members of the Compensation Committee were Messrs. Edgar S. Woolard and Gareth C.C.
0000912057-00-053623/full-submission.txt
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1,085
Chang.
0000912057-00-053623/full-submission.txt
0000320193
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1,086
Mr. Woolard retired from the Board of Directors in April 2000 and the Company ceased to have an active Compensation Committee.
0000912057-00-053623/full-submission.txt
0000320193
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1,087
As a result, the Company's executive compensation program is presently administered by the Board.
0000912057-00-053623/full-submission.txt