SEC no-action letter: Perot Systems Corporation

2001 ROSS AVENUE ABU DHABI
DALLAS, TEXAS AUSTIN
75201-2980 BEIJING
DALLAS
TEL +1 214.953.6500 DUBAI
FAX +1 214.953.6503 HONG KONG www.bakerbotts.com HOUSTON LONDON January 28, 2010 MOSCOW NEW YORK Rule 12h-3 under the Securities Exchange Act of 1934; PALO ALTO
Section 15(d) of the Securities Exchange Act of 1934 RIYADH
WASHINGTON John W. Martin
Via Email TEL +1 (214) 953-6757
FAX +1 (214) 661-4757 john.martin@bakerbotts.com Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Email: cfletters@sec.gov Re: Perot Systems Corporation (File No. 001-14773) Ladies and Gentlemen:
We are writing on behalf of our client Perot Systems Corporation, a Delaware corporation (“Perot Systems”), to seek concurrence from the staff of the Office of Chief Counsel, Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with Perot Systems’ view that the updating of Perot Systems’ registration statements on Form S-4 and Form S-8 during its fiscal year ended December 31, 2009 pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), will not preclude Perot Systems from utilizing Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to suspend immediately its obligation to file current and periodic reports under Sections 13(a) and 15(d) of the Exchange Act with respect to Perot Systems’ Class A Common Stock, par value $0.01 per share (the “Common Stock”). Subject to the Staff’s concurrence with the request set forth in this letter, Perot Systems intends to file a certification on Form 15 (the “Form 15”) pursuant to Rules 12g-4(a)(1) and 12h-3(b)(l)(i) to terminate and suspend (as the case may be) its duty to file reports under Sections 13(a) and 15(d) of the Exchange Act, including Perot Systems’ duty to file on or before March 1, 2010 its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
I. Background
On September 20, 2009, Perot Systems entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Perot Systems, Dell Inc., a Delaware corporation (“Dell”), and DII - Holdings Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Dell (“Purchaser”), providing for, among other things, the merger of Purchaser with and into Perot Systems (the “Merger”), with Perot Systems continuing as the surviving corporation and an indirect, wholly￾owned subsidiary of Dell. Pursuant to the terms and conditions of the Merger Agreement, on October 2, 2009, Purchaser commenced a tender offer to purchase all of the shares of Common Stock issued and outstanding (the “Shares”) for $30.00 per Share (the “Offer Price”) without interest thereon and less any applicable withholding or stock transfer taxes, on the terms and subject to the conditions provided for in the Merger Agreement (such cash tender offer, the “Offer”). The Offer was consummated on November 3, 2009. Following Purchaser’s acceptance for payment of all validly tendered and not properly withdrawn Shares on November 3, 2009, and pursuant to the terms of the Merger Agreement, Purchaser merged with and into Perot Systems in accordance with the provisions of Delaware law that authorize the DAL02:548681