~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT REPORT~~Date ~~Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 31, ~~of 1934~~2011

~~Date~~COMPELLENT ~~of Report (Date of earliest event reported): December 12~~TECHNOLOGIES, ~~2010~~INC.

~~COMPELLENT~~ (Exact ~~TECHNOLOGIES,~~name ~~INC.~~ of registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or ofother ~~registrant~~jurisdiction asof ~~specified in its charter~~incorporation)

Delaware (State or other jurisdiction of incorporation)


001-33685		37-1434895
(Commission File Number)		(IRS Employer Identification No.)

001-33685		37-1434895
(Commission File Number)		(IRS Employer Identification No.)

7625 Smetana Lane
Eden Prairie, MN 55344
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (952) 294-3300

~~7625~~Check ~~Smetana~~the ~~Lane Eden~~appropriate ~~Prairie,~~box MNbelow ~~55344 (Address~~if ofthe ~~principal~~Form ~~executive~~8-K ~~offices,~~filing ~~including~~is ~~Zip~~intended ~~Code)~~to simultaneously satisfy ~~Registrant’s~~the ~~telephone~~filing ~~number,~~obligation ~~including~~of ~~area~~the ~~code:~~registrant ~~(952) 294-3300~~under any of the following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy the~~425 ~~filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þ~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~o OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under ~~Item~~the ~~8.01.~~Exchange ~~Other~~Act ~~Events~~(17 ~~Item~~CFR 9240.~~01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX~~13e-~~2.1 EX-2.2~~4(c))

~~Table~~Item 1.01. ofEntry ~~Contents~~into a Material Definitive Agreement.

~~Item 1.01.~~Amendment ~~Entry~~to ~~into~~Agreement aand ~~Material~~Plan ~~Definitive~~of ~~Agreement.~~Merger

On ~~December~~January 1231, ~~2010~~2011, ~~Compellent Technologies, Inc.,~~ a ~~Delaware~~Memorandum ~~corporation~~of Understanding (the “~~Compellent~~MOU”), was reached relating to several ~~entered~~putative ~~into~~class anaction ~~Agreement~~lawsuits that had been filed and ~~Plan~~subsequently consolidated in the Delaware Court of ~~Merger~~Chancery (and the ~~“Merger~~State ~~Agreement”)~~of ~~with~~Minnesota aDistrict ~~wholly-owned~~Court, Fourth Judicial District in the County ~~subsidiary~~of Hennepin, against the members of ~~Dell~~the board of directors of Compellent Technologies, Inc., a Delaware corporation (“Compellent”), Dell Inc. (“Dell”) and Dell’s subsidiaries, Dell International, L.L.C., a Delaware limited liability company (“Dell International”), and Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Dell International (“Merger Sub”) (collectively, the “Defendants”). In connection with the MOU, on January 31, 2011, Compellent, Dell International and Merger Sub entered into an amendment (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 12, 2010, among Dell International, Merger Sub and Compellent. The Merger Agreement Amendment reflects the agreement of the parties to the MOU described in more detail below under Item 8.01 which description is incorporated herein by reference. The board of directors of Compellent approved the Merger Agreement Amendment and determined that the Merger Agreement Amendment is advisable and fair to and in the best interests of Compellent and Compellent’s stockholders.

Other than as provided in the Merger Agreement Amendment, the Merger Agreement, as filed with the Securities and Exchange Commission (“SEC”) on December 16, 2010 as Exhibit 2.1 to Compellent’s Current Report on Form 8-K, remains in full force and effect as originally executed on December 12, 2010. The foregoing description of the Merger Agreement Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

~~Pursuant~~Amendment to ~~the~~Voting ~~Merger Agreement, Merger Sub will merge with~~ and ~~into~~Support ~~Compellent (the~~Agreements “Merger”), with Compellent continuing as the surviving corporation and a wholly-owned subsidiary of Dell. As a result of the Merger, each share of Compellent common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Compellent, Dell, Merger Sub or any of their wholly owned subsidiaries or by stockholders of Compellent who have validly exercised their appraisal rights under Delaware law) will be converted into the right to receive $27.75 in cash, without interest and subject to any required tax withholding.

~~Pursuant~~ On January 31, to2011, ~~the~~in ~~terms~~connection ofwith the Merger Agreement Amendment, ~~all~~Dell ofInternational ~~Compellent’s outstanding~~ and ~~unvested~~ ~~stock~~certain ~~options~~stockholders ~~that~~of ~~were granted pursuant to~~ Compellent’s, ~~2002~~including ~~Stock~~certain ~~Option~~affiliates ~~Plan will vest immediately prior to the effective time~~ of ~~the~~its ~~Merger.~~directors ~~Each vested~~ and ~~outstanding stock option~~certain ~~(including~~executive ~~the~~officers, ~~options~~entered ~~that~~into ~~will~~amendments ~~vest contingent upon~~ (the ~~consummation~~“Support ofAgreement ~~the Merger in accordance with the preceding sentence~~Amendments”) ~~that is not exercised immediately prior~~ to the ~~effective~~Voting ~~time of the~~and ~~Merger~~Support ~~will~~Agreements ~~be terminated and converted into~~ (the ~~right~~“Support ~~to receive~~Agreements”), ~~with~~dated ~~respect~~as ~~to each share~~ of ~~Compellent~~ ~~common stock subject to such stock option~~December 12, ~~a payment equal to the excess~~2010, ifbetween ~~any, of~~Dell ~~$27.75~~International ~~over~~and ~~the exercise price per share of~~ such ~~stock option~~stockholders. ~~All~~Under ~~of Compellent’s stock options that are outstanding and unvested immediately prior to~~ the ~~effective~~Support ~~time~~Agreement ofAmendments, the ~~Merger (other than~~stockholders ~~any~~referred ~~stock~~to ~~options~~above agreed that ~~will~~such ~~vest~~stockholders’ ~~contingent~~obligations ~~upon~~under the ~~consummation~~Support ofAgreements ~~the Merger) will be converted~~with ~~into~~respect ~~options~~ to ~~purchase common stock of Dell Inc. Upon~~ the ~~effective time of the~~ Merger, ~~Dell Inc.~~Agreement ~~may,~~shall atapply ~~its discretion, assume either or both of Compellent’s 2002 Stock Option Plan and 2007 Equity Incentive Plan or merge such plan or plans into any equity plan of Dell. Pursuant~~ to the ~~terms~~ ~~of the~~ Merger Agreement, ~~any~~as ~~outstanding~~it ~~offering~~has ~~period~~been ~~under~~or ~~Compellent’s~~may ~~2007 Employee~~be ~~Stock~~amended ~~Purchase~~from ~~Plan~~time ~~will~~to ~~be terminated~~time, ~~and~~including ~~each~~pursuant ~~outstanding purchase right thereunder will be exercised, at least one business day prior~~ to the ~~closing~~Merger ofAgreement ~~the~~Amendment ~~Merger~~described above.

~~Compellent~~ Other ~~has~~than ~~made~~as ~~various~~provided ~~representations, warranties and covenants~~ in the ~~Merger~~Support Agreement~~, including,~~ ~~among others~~Amendments, ~~covenants (1) to carry on its business in~~ the ~~ordinary~~Support ~~and~~Agreements, ~~usual~~a ~~course during~~form ~~the period between the date~~ of which ~~the~~was ~~Merger~~filed ~~Agreement~~with ~~and~~ the ~~effective~~SEC ~~time~~on ofDecember 16, ~~the~~2010 ~~Merger, (2)~~as Exhibit ~~not~~2.2 to ~~engage~~Compellent’s inCurrent ~~certain~~Report ~~specified transactions or activities during such period without Dell’s~~on ~~prior~~Form ~~consent~~8-K, ~~(3) to~~remain ~~file~~in afull ~~proxy~~force ~~statement~~ and ~~cause~~effect aas ~~special~~originally ~~stockholder~~executed ~~meeting~~on ~~to be held regarding the adoption of the Merger Agreement and approval of the Merger~~December 12, ~~(4) subject~~2010. ~~to certain~~The ~~exceptions,~~foregoing ~~for~~description ~~the board~~ of ~~directors of Compellent to recommend that~~ the ~~stockholders~~Support ~~adopt the Merger~~ Agreement ~~and~~Amendments ~~not~~does ~~withdraw or modify its recommendation of the Merger to Compellent’s stockholders, (5)~~ not topurport ~~solicit, initiate or take any other action~~ to ~~facilitate~~be acomplete ~~third party in making an “acquisition proposal” or “acquisition inquiry”~~ and ~~(6) subject to certain exceptions,~~is ~~not~~qualified ~~to provide information to such third party~~ in ~~connection~~its ~~with~~entirety orby inreference ~~response~~ to ~~such acquisition~~the ~~proposal~~form orof ~~acquisition~~Support ~~inquiry~~Agreement Amendment, ora ~~participate~~copy inof ~~any discussions or negotiations~~which ~~regarding,~~is orattached ~~approve~~hereto oras ~~recommend,~~Exhibit 2.2 ~~any~~and ~~alternative~~incorporated ~~acquisition~~herein ~~proposal~~by reference.

~~The completion of the Merger is subject to the satisfaction or waiver of a number of closing conditions, including, among others, (1)~~Item adoption of the Merger Agreement by the holders of a majority of Compellent’s outstanding common stock, (2) the absence of any uncured “material adverse effect” on Compellent occurring after the date of the Merger Agreement and no event or circumstance having occurred that, in combination with other events or circumstances, would reasonably be expected to have a material adverse effect, (3~~) the~~.03. ~~expiration~~Material orModification termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (4) the absence of any legal prohibitions or certain governmental proceedings affecting the closing of the Merger and (5) subject to ~~certain~~Rights ~~materiality qualifications, the continued accuracy~~ of ~~Compellent’s representations~~Security ~~and warranties, and continued compliance by Compellent with covenants and obligations (to be performed at or prior to the closing of the Merger), as of the closing of the Merger~~Holders.

~~The~~ Pursuant ~~Merger~~to ~~Agreement also includes termination provisions for both Compellent and Dell. In connection with a termination of~~ the Merger Agreement, ~~under~~on ~~specified~~December 15, ~~circumstances involving competing transactions~~2010, ~~a change in~~ Compellent’s ~~board~~adopted ofa ~~directors’~~stockholder rights ~~recommendation~~plan of (the ~~Merger to Compellent’s stockholders or other~~ “~~triggering~~Rights ~~events~~Plan”,) ~~Compellent~~in ~~may~~the beform ~~required to pay Dell a termination fee~~previously ofapproved ~~$37,000,000~~by ~~and up to an additional $960,000 to reimburse~~ Dell’s ~~expenses~~International. In ~~addition, in~~ connection with ~~a termination of~~ the MOU, ~~Merger~~on ~~Agreement~~January 31, ~~under~~2011, ~~certain~~the ~~circumstances involving a change in Compellent’s~~ board of directors’ ~~recommendation~~ of ~~the~~Compellent ~~Merger~~approved tothe ~~Compellent’s stockholders~~redemption, ~~due~~at to a redemption ~~change~~price inof ~~circumstances~~$0.001 ~~unrelated~~per right to anbe ~~acquisition~~paid ~~proposal,~~in ~~Compellent~~cash ~~may be~~subject ~~required~~ to ~~pay~~the ~~Dell~~terms aand ~~termination~~conditions ~~fee~~ of ~~$47,000,000~~the ~~and~~Rights upPlan, toof anall ~~additional~~outstanding ~~$960,000~~rights pursuant to the ~~reimburse~~Rights ~~Dell’s expenses~~Plan.

~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit~~Item 28.101. ~~and~~Other ~~incorporated herein by reference~~Events.

~~Table~~ On January 31, 2011, the Defendents entered into the MOU with the plaintiffs in several putative class action lawsuits that had been filed and subsequently consolidated in the Delaware Court of ~~Contents~~Chancery and the State of Minnesota District Court, Fourth Judicial District in the County of Hennepin to settle the lawsuits, subject to court approval. In the MOU, the Defendants agreed that:

~~The~~• Dell and Compellent will amend Section 4.2(e) (Operation of the Company’s Business) of the Merger Agreement ~~has~~to ~~been~~eliminate ~~included~~the torequirement ~~provide~~that ~~investors~~Compellent have a stockholder rights plan and ~~stockholders~~Compellent ~~with~~will ~~information regarding~~redeem ~~its~~the ~~terms.~~rights Itoutstanding isunder the Rights Plan and that this amendment will not ~~intended~~give Dell the right to ~~provide~~terminate ~~any~~the ~~other~~Merger ~~factual~~Agreement ~~information~~or ~~about~~receive a termination fee under the Merger Agreement. • Dell and Compellent will amend Section 4. ~~The~~3 (No Solicitation) of the Merger Agreement, ~~contains~~which ~~representations~~includes the following exemplary changes: (a) Compellent and ~~warranties~~Dell agree that ~~the~~Compellent ~~parties~~will not be required to ~~the~~enter ~~Merger Agreement~~into ~~made~~a standstill agreement with future bidders, if any; (b) Compellent and Dell will agree to eliminate or shorten certain time periods regarding future bids, if any; (c) Compellent and ~~solely~~Dell ~~for~~will ~~the~~agree ~~benefit~~to ofreword ~~each~~the ~~other.~~determination ~~The~~that ~~assertions~~must ~~embodied~~be made in ~~such representations~~order ~~and~~for ~~warranties~~Compellent’s ~~are~~board ~~qualified~~of bydirectors to enter into discussions or negotiations or share confidential non-public information ~~contained~~with ina potential bidder; (d) Compellent and Dell will agree to modify the ~~confidential disclosure~~type ~~schedules~~of information that Compellent ~~delivered~~would be required to supply to Dell inrelating ~~connection~~to ~~with~~a ~~signing~~future bid, if any; and (e) Compellent and Dell agree to revise the applicability of subsection (g) relating to a breach of Sections 4.3 (No Solicitation) and 5.2 (Company Stockholders’ Meeting) of the Merger Agreement. ~~Accordingly,~~• ~~investors~~Compellent and ~~stockholders~~Dell ~~should~~will ~~not~~revise ~~rely~~the ondefinition ~~such~~in ~~representations~~the Merger Agreement of “Triggering Event”, which includes the following exemplary changes: (a) Compellent and ~~warranties~~ asDell ~~characterizations~~will agree to eliminate the reaffirmation of the ~~actual~~board ~~state~~recommendation ofupon ~~facts~~request orprovision; ~~circumstances,~~(b) ~~since~~Compellent ~~they~~and ~~were~~Dell ~~only made~~will asagree ofto delete the ~~date~~triggers relating to the Rights Plan and the standstill provision previously set forth in Section 4.3 (No Solicitation); and (c) Compellent and Dell will agree to add a materiality condition to subsection (f), relating to a breach of Section 4.3 (No Solicitation). • Compellent and Dell will amend the Merger Agreement ~~and~~to ~~are~~provide ~~modified~~that the termination fee referred to in ~~important~~Sections ~~part~~8.3(c) byand 8.3(d) of the ~~underlying disclosure~~Merger ~~schedules.~~Agreement ~~Moreover~~will be reduced to $31,100,000. ~~information~~• ~~concerning~~Compellent ~~the~~will ~~subject~~agree ~~matter~~to delay the meeting of ~~such~~the ~~representations and~~stockholders ~~warranties~~for ~~may~~the ~~change~~stockholder ~~after~~vote to approve the ~~date~~adoption of the Merger Agreement, ~~which~~with ~~subsequent~~respect ~~information~~to ~~may or~~the ~~may~~merger (the “Merger”) so that it does not beoccur ~~fully~~prior ~~reflected~~to 21 days from the date the terms set forth in ~~Compellent’s~~the preceding bullet points are disclosed to the public on a Current Report on Form 8-K. • Compellent will make certain additional disclosures on a Current Report on Form 8-K which are required to be filed with the SEC no later than February 3, 2011. These disclosures are attached as Exhibit 99.1 hereto and incorporated herein by reference.

~~Stockholder~~As ~~Rights~~a result ~~Plan~~of the MOU, Compellent expects the special meeting date to approve the adoption of the Merger Agreement (the “Special Meeting”) to be postponed until February 22, 2011 and intends to file a proxy supplement advising stockholders of the details relating to this postponement of the Special Meeting.

~~Pursuant~~Compellent toand the ~~terms~~other ofDefendants ~~the~~have ~~Merger~~vigorously ~~Agreement~~denied, ~~Compellent~~and ~~agreed~~continue to ~~adopt~~vigorously adeny, ~~stockholder~~any ~~rights plan~~wrongdoing or liability with respect to the facts and claims asserted, or which could have been asserted, in athe ~~form~~lawsuits ~~approved~~described above. The settlement contemplated by ~~Dell~~the noMOU ~~later~~is ~~than~~not, ~~three~~and ~~days~~should ~~after~~not ~~the~~be ~~date~~construed as, an admission of ~~the~~wrongdoing or ~~Merger~~liability ~~Agreement~~by any Defendant. However, ~~A description~~to avoid the risk of delaying or otherwise imperiling the ~~stockholder~~Merger, ~~rights~~and ~~plan~~to isprovide ~~contained~~additional ininformation ato Compellent’s ~~Current~~stockholders, ~~Report~~Compellent onand ~~Form 8-K,~~its asdirectors ~~filed~~agreed ~~separately~~to ~~with~~the MOU described above. The parties considered it desirable that these actions be settled to avoid the ~~SEC~~substantial onburden, ~~December 16~~expense, ~~2010~~risk, inconvenience and distraction isof ~~incorporated~~continued ~~herein~~litigation ~~by reference~~and to fully and finally resolve the matter.

~~Voting~~Cautionary ~~Agreement~~Statement Regarding Forward-Looking Statements

On Statements ~~December 12,~~in ~~2010,~~this inCurrent ~~connection~~Report ~~with~~on ~~the~~Form ~~Merger~~8-K ~~Agreement,~~that ~~Dell~~relate ~~entered~~to ~~into~~future ~~Voting~~results and ~~Support~~ ~~Agreements~~events ~~(the~~are forward-looking ~~“Support~~statements ~~Agreements”)~~made ~~with~~within ~~certain~~the meaning of ~~Compellent’s~~Section 21E ~~stockholders, including certain affiliates~~ of ~~its~~the ~~directors~~Securities ~~and~~Exchange ~~certain~~Act ~~executive officers, who together represented~~of ~~approximately~~1934 ~~25.3%~~based ofon Compellent’s ~~outstanding~~current ~~shares~~expectations ofregarding ~~common~~the ~~stock~~Merger ~~and 25~~transaction.4% ofActual ~~Compellent’s~~results ~~fully~~and ~~diluted~~events ~~shares~~in offuture ~~common~~periods ~~stock~~may asdiffer ofmaterially ~~December 10,~~from ~~2010.~~those ~~Under~~expressed ~~the~~or ~~terms~~implied ofby ~~the Support~~these ~~Agreements,~~forward-looking ~~each~~statements because of ~~the~~a ~~above~~number ~~stockholders,~~of ~~among other things~~risks, ~~has~~uncertainties ~~agreed to vote,~~ and ~~has irrevocably~~other ~~appointed~~factors. ~~Dell~~There ~~as its proxy to vote, all outstanding shares of Compellent common stock~~can ~~held~~be byno ~~such~~assurances ~~stockholder~~that atthe ~~any~~Merger ~~meeting~~will ofbe ~~(or~~consummated. ~~action~~Such byforward-looking ~~written~~statements ~~consent~~are ~~taken by) stockholders of~~not ~~Compellent~~guarantees ~~(1) in favor~~ of ~~the~~future ~~Merger~~events. ~~and~~Actual ~~the~~results ~~adoption~~may ofdiffer ~~the~~materially ~~Merger~~from ~~Agreement~~those ~~and the approval of the transactions~~ contemplated by the ~~Merger Agreement, (2) against any action or agreement that~~ ~~would~~forward-looking ~~result~~statements indue ~~a breach of any representation~~to, ~~warranty, covenant or other obligation of Compellent under the Merger Agreement, and (3) against certain other transactions (other than the Merger), including,~~ among others, ~~(i) any~~the ~~extraordinary~~following ~~corporate~~factors: ~~transaction, such as a merger, consolidation or other business combination involving Compellent or any of its subsidiaries (other than~~ the ~~Merger),~~stockholders ~~(ii) any reorganization, recapitalization, dissolution or liquidation~~ of Compellent ormay ~~any~~not ofadopt ~~its subsidiaries, (iii) any sale, lease, license or other transfer of a material portion of~~ the ~~rights~~Merger ~~or assets of Compellent or any of its subsidiaries outside the ordinary course of business~~Agreement, ~~(iv) any~~as ~~change~~amended; ~~in a majority of~~ the ~~board~~parties ofmay ~~directors of Compellent, or (v) any action that is intended, or would reasonably~~ be ~~expected,~~unable to ~~impede, interfere with,~~obtain ~~delay,~~governmental ~~postpone,~~and ~~discourage~~regulatory orapprovals ~~adversely~~required ~~affect~~for the Merger, or ~~any~~required ofgovernmental ~~the other transactions or~~and ~~actions~~regulatory ~~contemplated~~approvals bymay delay the Merger ~~Agreement~~ or ~~the~~result ~~Support~~in ~~Agreements. Under certain circumstances (generally involving competing transactions prior to~~ the ~~termination~~imposition of ~~the~~conditions ~~Merger Agreement,~~that ~~a change in Compellent’s board of directors’ recommendation of the Merger to~~could ~~Compellent’s~~cause ~~stockholders or other “triggering events”, in which a termination fee may be payable by Compellent to Dell),~~ the ~~obligations~~parties ~~of the above stockholders pursuant~~ to ~~the~~abandon ~~Support Agreements survive~~ the ~~termination~~Merger; of the ~~Merger~~parties ~~Agreement~~may ~~for~~be ~~a period of 275 days.~~unable

~~The stockholders subject~~ to complete the ~~Support~~Merger ~~Agreements~~because, ~~also~~among ~~have~~other ~~agreed~~reasons, ~~among~~conditions ~~other~~to ~~things~~the ~~(i)~~closing of the Merger may not tobe ~~transfer~~satisfied or ~~otherwise~~waived; ~~dispose,~~the ~~tender~~possibility orthat ~~grant~~ a ~~proxy~~court ~~with~~could ~~respect~~enjoin tothe ~~their~~Merger; ~~shares~~the ofpossibility ~~Compellent~~that ~~common~~the ~~stock,~~expected ~~and~~synergies ~~(ii) to~~from ~~waive,~~the inproposed ~~connection~~Merger ~~with~~will ~~the~~not ~~Merger~~be ~~and~~realized, ~~the~~or ~~other transactions~~will ~~contemplated~~not bybe realized within the ~~Merger~~anticipated ~~Agreement,~~time ~~any dissenters’~~period, ~~appraisal~~ or ~~other~~the ~~similar rights~~risk ~~they~~that ~~may~~the ~~have~~businesses ~~with~~will ~~respect~~not tobe ~~their~~integrated successfully; ~~shares~~the possibility of ~~Compellent~~disruption ~~common~~from ~~stock.~~the ~~Additionally,~~Merger ~~such stockholders~~making ~~have~~it ~~agreed~~more ~~not~~difficult to ~~solicit,~~maintain business ~~initiate~~and oroperational ~~knowingly~~relationships; ~~encourage~~developments beyond the ~~making~~parties’ ofcontrol, aincluding ~~competing~~but not ~~acquisition~~limited ~~proposal~~to, orchanges ~~take~~in ~~any~~domestic ~~action~~or ~~that~~global ~~could~~economic ~~reasonably~~conditions, becompetitive ~~expected~~conditions toand ~~lead~~consumer preferences; toand aother ~~competing acquisition~~risks ~~proposal,~~that ~~furnish~~are ~~any~~described ~~information~~in orCompellent’s ~~engage~~Annual inReport ~~discussions~~on inForm ~~connection~~10-K ~~with~~for athe ~~competing~~year ~~acquisition~~ended ~~proposal or~~December 31, ~~subject~~2009 toand ~~limited~~in ~~exceptions,~~its ~~make~~subsequently ~~any~~filed ~~disclosure~~reports ofwith ~~non-public~~the SEC, including the ~~information~~proxy statement and any supplements thereto relating to the Merger. orCompellent ~~any~~undertakes ~~competing~~no obligation ~~acquisition~~to ~~proposal~~update orthese ~~indicating~~forward-looking ~~that~~statements ~~the stockholder~~except ~~does~~to ~~not~~the ~~fully~~extent ~~support~~otherwise ~~the~~required ~~Merger.~~by law.

~~The~~Important ~~foregoing~~Additional ~~description of the Support Agreements does not purport to be complete and is~~Information ~~qualified in its entirety by reference to the form of Support Agreement, a copy of which is attached hereto as Exhibit 2.2 and incorporated herein by reference.~~

~~Item~~ Compellent filed with the SEC a definitive proxy statement on January 814, 2011, intends to file a supplement to the proxy statement with the SEC regarding the MOU and intends to file with the SEC other relevant materials in connection with the Merger.01 The definitive proxy statement has been sent or given to the stockholders of Compellent. ~~Other~~INVESTORS ~~Events~~AND STOCKHOLDERS OF COMPELLENT ARE ADVISED TO READ THE PROXY STATEMENT, ANY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.

~~Legal~~ Investors ~~Proceeding~~and stockholders may obtain free copies of the proxy statement, the supplement(s) and other documents filed by the parties (when available), at the SEC’s website at www.sec.gov or at Compellent’s website at www.compellent.com/investors. The proxy statement, the supplement(s) and such other documents may also be obtained, when available, for free from Compellent by directing such request to Investor Relations, 7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952) 294-3300.

~~On December 15~~ Compellent, ~~2010,~~Dell aand ~~putative~~their ~~stockholder~~respective ~~class~~directors, ~~action~~executive ~~lawsuit~~officers ~~was~~and ~~filed~~other ~~by a single plaintiff against the~~ members of management ~~Compellent’s~~and ~~board of directors~~employees, ~~Dell~~under ~~and~~SEC ~~Merger~~rules, ~~Sub~~may inbe ~~the~~deemed ~~State of~~to ~~Minnesota~~be ~~District~~participants ~~Court, Fourth Judicial District~~ in the ~~County~~solicitation of ~~Hennepin. The action,~~ ~~entitled~~proxies ~~Robert~~from ~~P. Jones v. Black et al., alleges that the members of~~ Compellent’s ~~board~~stockholders ~~of directors~~in ~~breached~~connection ~~their~~with ~~fiduciary~~the ~~duties~~proposed oftransaction. ~~care~~Further, ~~loyalty,~~such parties ~~good~~may ~~faith~~have ~~and~~direct ~~independence~~or ~~to Compellent’s~~indirect ~~stockholders~~interests byin ~~entering into~~ the Merger ~~Agreement~~due ~~because they failed~~ to, among other things, ~~(1) fully~~securities holdings, ~~inform~~pre-existing ~~themselves~~or offuture ~~the~~indemnification ~~market~~arrangements, ~~value~~vesting of ~~Compellent~~equity ~~before~~awards, ~~entering~~or ~~into the~~rights ~~Merger~~to ~~Agreement,~~severance ~~(2) exercise~~payments ~~valid business judgment~~ in connection with the ~~Merger~~merger. ~~Agreement,~~Information ~~(3) act~~concerning in the ~~bests~~ interests of ~~the stockholders, (4) maximize stockholder value, and (5) obtain the~~these ~~best~~persons ~~financial~~is ~~and~~set ~~other~~forth ~~terms. The complaint alleges that Dell and Merger Sub aided and abetted Compellent’s board of directors~~ in ~~breaching~~the ~~their~~proxy ~~fiduciary~~statement ~~duties.~~relating ~~Plaintiff seeks~~ to ~~enjoin~~ the ~~acquisition~~ ~~of Compellent by Dell and Merger Sub and seeks monetary damages in an unspecified amount~~transaction.

~~Additional~~Item 9.01 ~~lawsuits~~Financial ~~may~~Statements ~~be filed asserting substantially similar allegations~~ and ~~seeking substantially similar relief~~Exhibits. ~~In the event such additional lawsuits are filed, Compellent will not~~ ~~be updating this disclosure.~~

Compellent believes the allegations in the complaint are entirely without merit, and intends to vigorously defend each action. However, even a meritless lawsuit potentially may delay consummation of the transactions contemplated by the Merger Agreement, including the Merger. (d) Exhibits


Exhibit		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of January 31, 2011, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc.

2.2		Form of Amendment No. 1 to Voting and Support Agreement entered into between Dell International L.L.C. and the following stockholders of Compellent Technologies, Inc.: Entities Affiliated with El Dorado Ventures, Entities Affiliated with Crescendo Ventures, Lawrence E. Aszmann, John P. Guider and Entities Affiliated with John P. Guider and Philip E. Soran and Entities Affiliated with Philip E. Soran.

99.1		Additional Disclosures to Stockholders.

~~Cautionary Statement Regarding Forward-Looking Statements~~SIGNATURES

~~Statements~~Pursuant ~~in this Current Report on Form 8-K that relate~~ to ~~future results and events are forward-looking statements made within~~ the ~~meaning~~requirements of ~~Section 21E of~~ the Securities Exchange Act of ~~1934~~ based on Compellent’s current expectations regarding the Merger transaction. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks1934, ~~uncertainties and other factors. There can be no assurances that~~ the ~~Merger~~registrant ~~will~~has ~~be consummated. Such forward-looking statements are not~~duly ~~guarantees~~caused ofthis ~~future~~report ~~events. Actual results may differ materially from those contemplated by the forward-looking statements due~~ to, ~~among others, the following factors: the stockholders of Compellent may not adopt the Merger Agreement; the parties may~~ be ~~unable~~signed to obtain governmental and regulatory approvals required for the Merger, or required governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; the parties may be unable to complete the Merger because, among other reasons, conditions to the closing of the Merger may not be satisfied or waived; the possibility that a court could enjoin the Merger; the possibility that the expected synergies from the proposed Merger will not be realized, or will not be realized within the anticipated time period, or the risk that the businesses will not be integrated successfully; the possibility of disruption from the Merger making it more difficult to maintain business and operational relationships; developments beyond the parties’ control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences; and other risks that are described in Compellent’s Annual Report on ~~Form 10-K for the year ended December 31, 2009 and in~~ its ~~subsequently~~behalf ~~filed~~by ~~reports with~~ the ~~Securities~~undersigned ~~and~~hereunto ~~Exchange~~duly ~~Commission (the “SEC”)~~authorized. ~~Compellent undertakes no obligation to update these forward-looking statements except to the extent otherwise required by law.~~

Important Additional Information


	Compellent Technologies, Inc.
Date: February 1, 2011	By:	/s/ John R. Judd
	John R. Judd
	Chief Financial Officer

~~Compellent~~EXHIBIT ~~intends to file with the SEC a preliminary proxy statement and a definitive proxy~~INDEX statement and other relevant materials in connection with the Merger. The definitive proxy statement will be sent or given to the stockholders of Compellent. INVESTORS AND STOCKHOLDERS OF COMPELLENT ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.

Investors and stockholders may obtain free copies of the proxy statement and other documents filed by the parties (when available), at the SEC’s website at www.sec.gov or at Compellent’s website at www.compellent.com/investors. The proxy statement and such other documents may also be obtained, when available, for free from Compellent by directing such request to Investor Relations, 7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952) 294-3300.


Exhibit		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of January 31, 2011, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc.

2.2		Form of Amendment No. 1 to Voting and Support Agreement entered into between Dell International L.L.C. and the following stockholders of Compellent Technologies, Inc.: Entities Affiliated with El Dorado Ventures, Entities Affiliated with Crescendo Ventures, Lawrence E. Aszmann, John P. Guider and Entities Affiliated with John P. Guider and Philip E. Soran and Entities Affiliated with Philip E. Soran.

99.1		Additional Disclosures to Stockholders.

Compellent, Dell and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Compellent’s stockholders in connection with the Merger. Information concerning the interests of these persons will be set forth in the proxy statement relating to the transaction when it becomes available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of December 12, 2010, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc.*
2.2		Form of Voting and Support Agreement entered into between Dell International L.L.C. and the following stockholders of Compellent Technologies, Inc.: Entities Affiliated with El Dorado Ventures, Entities Affiliated with Crescendo Ventures, Lawrence E. Aszmann, John P. Guider and Philip E. Soran.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Compellent agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

SIGNATURES

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.

	Compellent Technologies, Inc.
Date: December 16, 2010	By:	/s/ John R. Judd
		John R. Judd
		Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of December 12, 2010, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc.*
2.2		Form of Voting and Support Agreement entered into between Dell International L.L.C. and the following stockholders of Compellent Technologies, Inc.: Entities Affiliated with El Dorado Ventures, Entities Affiliated with Crescendo Ventures, Lawrence E. Aszmann, John P. Guider and Philip E. Soran.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Compellent agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

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