As filed with the Securities and Exchange Commission on December 4, 2001
Registration No. 333-73454
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HEWLETT-PACKARD COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 3570
(State or Other (Primary Standard
Jurisdiction of Industrial 94-1081436
Incorporation or Classification Code (I.R.S. Employer
Organization) Number) Identification Number)
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3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Carleton S. Fiorina
Chairman of the Board and Chief Executive Officer
HEWLETT-PACKARD COMPANY
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies to:
Ann O. Baskins, Esq. Larry W. Sonsini, Esq. Michael D. Capellas Thomas C. Siekman, Esq.
Charles N. Charnas, Esq. Martin W. Korman, Esq. Chairman of the Board and Linda S. Auwers, Esq.
Melanie D. Vinson, Esq. Robert D. Sanchez, Esq. Chief Executive Officer James P. Shaughnessy, Esq.
Matthew L. Jacobson, Esq. WILSON SONSINI GOODRICH & ROSATI COMPAQ COMPUTER COMPAQ COMPUTER
HEWLETT-PACKARD COMPANY PROFESSIONAL CORPORATION CORPORATION CORPORATION
3000 Hanover Street 650 Page Mill Road 20555 SH 249 20555 SH 249
Palo Alto, California 94304 Palo Alto, California 94304 Houston, Texas 77070 Houston, Texas 77070
(650) 857-1501 (650) 493-9300 (281) 514-8705 (281) 514-8705
Roger S. Aaron, Esq. Kenton J. King, Esq.
SKADDEN, ARPS, SLATE, Celeste E. Greene, Esq.
MEAGHER & FLOM LLP SKADDEN, ARPS, SLATE,
Four Times Square MEAGHER & FLOM LLP
New York, New York 10036 525 University Avenue
(212) 735-3000 Suite 1100
Palo Alto, California 94301
(650) 470-4500
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Approximate date of commencement of proposed sale to the public: Upon
completion of the merger described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount Offering Price Aggregate Amount of
of Securities To Be Registered To Be Registered (1) Per Share (2) Offering Price (2) Registration Fee
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Common Stock, par value $0.01 per share, and associated
preferred share purchase rights (3)................... 1,201,450,898 shares $7.63 $14,493,391,857 $3,623,348 (4)
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(1) Based upon the maximum number of shares of common stock, par value $0.01
per share, of Hewlett-Packard Company, a Delaware corporation, that may be
issued in connection with the merger described herein.
(2) Estimated solely for purposes of calculating the registration fee required
by the Securities Act of 1933, as amended, and computed pursuant to Rules
457(f) and (c) under the Securities Act based on (i) $7.63, the average of
the high and low per share prices of common stock, par value $0.01 per
share, of Compaq Computer Corporation, a Delaware corporation, as reported
on the New York Stock Exchange composite transactions tape on November 12,
2001 and (ii) the maximum number of shares of Compaq common stock to be
canceled in connection with the merger described herein.
(3) The preferred share purchase rights, which are attached to the shares of HP
common stock being registered hereunder, will be issued for no additional
consideration. Accordingly, no additional registration fee is payable.
(4) Previously paid.
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The registrant 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 specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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This amendment is being filed solely to file certain exhibits previously
omitted. No changes have been made to Part I or Part II of this registration
statement, other than Item 21 (Exhibits and Financial Statement Schedules) of
Part II. In particular, there have been no changes to Item 20 (Indemnification
of Officers and Directors) or Item 22 (Undertakings) of Part II. Accordingly,
Part I is not being filed herewith. Part II is being filed in its entirety, as
amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State of Delaware
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act of 1933. HP's certificate of incorporation contains a provision eliminating
the personal liability of its directors to the company or its shareowners for
breach of fiduciary duty as a director to the fullest extent permitted by
applicable law. HP's bylaws provide for the mandatory indemnification of our
directors and officers to the maximum extent permitted by Delaware law. HP's
bylaws also provide (i) that we may expand the scope of the indemnification by
individual contracts with our directors and officers, and (ii) that we shall
not be required to indemnify any director or officer unless the indemnification
is required by law, if the proceeding in which indemnification is sought was
brought by a director or officer, it was authorized in advance by our board of
directors, the indemnification is provided by us, in our sole discretion
pursuant to powers vested in us under the Delaware law, or the indemnification
is required by individual contract. In addition, our bylaws give us the power
to indemnify our employees and agents to the maximum extent permitted by
Delaware law.
Item 21. Exhibits and Financial Statement Schedules
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated as of September 4, 2001, by and among the registrant,
Heloise Merger Corporation and Compaq Computer Corporation, previously filed.(1)
5.1 Form of legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously
filed.(2)
8.1 Tax opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, to be filed by
amendment.
8.2 Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP, to be filed by amendment.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1
and 8.1), to be filed by amendment.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2), to be filed by
amendment.
23.3 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.4 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
24.1 Power of Attorney, previously filed.
99.1 Form of Proxy for the registrant, filed herewith.
II-1
Exhibit
Number Exhibit Description
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99.2 Form of Proxy for Compaq Computer Corporation, filed herewith.
99.3 Opinion of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.(3)
99.4 Opinion of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.(4)
99.5 Consent of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.6 Consent of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.7 Consent of Michael D. Capellas to be named as a director of the registrant upon completion of the
merger, to be filed by amendment.
99.8 Form of admission ticket and driving directions to special meeting of HP shareowners, to be filed by
amendment.
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(1) Included as Annex A to the joint proxy statement/prospectus forming a part
of this registration statement.
(2) The executed legal opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation will be filed by amendment.
(3) Included as Annex B to the joint proxy statement/prospectus forming a part
of this registration statement.
(4) Included as Annex C to the joint proxy statement/prospectus forming a part
of this registration statement.
Item 22. Undertakings
The undersigned registrant hereby undertakes:
(1) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference into this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(2) insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 20 above, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. If
a claim of indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue;
(3) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
Form S-4, within one business day of receipt of any such request, and to
send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed after the
effective date of the registration statement through the date of responding
to such request; and
(4) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 1 to the registrant's registration statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Palo Alto, state of California, on December 4, 2001.
HEWLETT-PACKARD COMPANY
By: /S/ CHARLES N. CHARNAS
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Name: Charles N. Charnas
Title: Assistant Secretary and Senior
Managing Counsel
II-3
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registrant's registration statement on Form S-4 has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board, President December 4, 2001
------------------------- and Chief Executive Officer
Carleton S. Fiorina (Principal Executive Officer)
* Executive Vice President, Finance December 4, 2001
------------------------- and Administration, Chief
Robert P. Wayman Financial Officer and Director
(Principal Financial Officer)
* Vice President and Controller December 4, 2001
------------------------- (Principal Accounting Officer)
Jon E. Flaxman
* Director December 4, 2001
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Philip M. Condit
* Director December 4, 2001
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Patricia C. Dunn
* Director December 4, 2001
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Sam Ginn
* Director December 4, 2001
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Richard A. Hackborn
------------------------- Director
Walter B. Hewlett
* Director December 4, 2001
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George A. Keyworth II
* Director December 4, 2001
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Robert E. Knowling, Jr.
/s/ CHARLES N. CHARNAS
*By:
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Charles N. Charnas
(Attorney-in-fact)
II-4
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated as of September 4, 2001, by and among the registrant,
Heloise Merger Corporation and Compaq Computer Corporation, previously filed.(1)
5.1 Form of legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously
filed.(2)
8.1 Tax opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, to be filed by
amendment.
8.2 Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP, to be filed by amendment.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1
and 8.1), to be filed by amendment.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2), to be filed by
amendment.
23.3 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.4 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
24.1 Power of Attorney, previously filed.
99.1 Form of Proxy for the registrant, filed herewith.
99.2 Form of Proxy for Compaq Computer Corporation, filed herewith.
99.3 Opinion of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.(3)
99.4 Opinion of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.(4)
99.5 Consent of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.6 Consent of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.7 Consent of Michael D. Capellas to be named as a director of the registrant upon completion of the
merger, to be filed by amendment.
99.8 Form of admission ticket and driving directions to special meeting of HP shareowners, to be filed by
amendment.
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(1) Included as Annex A to the joint proxy statement/prospectus forming a part
of this registration statement.
(2) The executed legal opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation will be filed by amendment.
(3) Included as Annex B to the joint proxy statement/prospectus forming a part
of this registration statement.
(4) Included as Annex C to the joint proxy statement/prospectus forming a part
of this registration statement.