Form 8-K





Washington, D.C. 20549









Date of report (Date of earliest event reported): December 28, 2018




(Exact name of registrant as specified in its charter)




Delaware   001-33622   94-3292913

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification Number)


3401 Hillview Avenue, Palo Alto, CA   94304
(Address of Principal Executive Offices)   (Zip code)

Registrant’s telephone number, including area code: (650) 427-5000


(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐




Item 7.01

Regulation FD Disclosure.

On December 28, 2018, VMware, Inc. (“VMware”) issued a press release announcing December 28, 2018, as the payment date for VMware’s $11 billion, conditional one-time special dividend payable pro-rata to all VMware stockholders of record as of the close of business on December 27, 2018 (the “Special Dividend”), that the per share dividend amount is $26.81 and containing certain other information regarding the Special Dividend, including with respect to its expected tax treatment.

A copy of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.


Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits.


99.1    Press Release of VMware, Inc. dated December 28, 2018

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on VMware’s current expectations, including, among other things, statements regarding VMware’s Special Dividend, including its payment date, the tax treatment of the Special Dividend and the specific portion of the Special Dividend that will be treated as a return on capital, the expected completion of the Dell exchange transaction, satisfaction of conditions to payment of the Special Dividend, the elimination of Dell Class V common stock and creation of a new public equity class for Dell. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) VMware’s relationship with Dell and Dell’s ability to control matters requiring stockholder approval, including the election of VMware’s board members and matters relating to Dell’s investment in VMware; (ii) tabulation of VMware’s financial results for fiscal year 2019; (iii) other factors relating to the final calculation of the portion of the Special Dividend taxable as a dividend or as a return of capital or capital gain including calculations of the impact on VMware as a member of a consolidated tax group with Dell; and (iv) logistics involved in setting the ex-dividend date. These forward-looking statements are made as of the date of this Current Report on Form 8-K, are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including VMware’s most recent reports on Form 10-K and Form 10-Q and Current Reports on Form 8-K that we have filed and may file from time to time, which could cause actual results to vary from expectations. VMware assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this Current Report on Form 8-K.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 28, 2018


  VMware, Inc.

/s/ Craig Norris

  Craig Norris
  Vice President and Assistant Secretary