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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 29, 2001
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Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4423 94-1081436
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
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(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 4, 2001, we entered into a merger agreement with Compaq
Computer Corporation under which we agreed to enter into a business combination
transaction. Under the terms of the merger agreement, a wholly-owned subsidiary
of Hewlett-Packard will merge with and into Compaq and Compaq will survive the
merger as a wholly-owned subsidiary of Hewlett-Packard. We refer to this
transaction as the Compaq merger. Completion of the Compaq merger is subject to
customary closing conditions that include, among others, receipt of required
approvals from our shareowners and from Compaq shareowners, respectively, and
receipt of required antitrust approvals. Upon completion of the Compaq merger,
holders of Compaq common stock will be entitled to receive 0.6325 shares of
Hewlett-Packard common stock for each share of Compaq common stock they then
hold. In addition, upon completion of the Compaq merger we will assume
outstanding stock appreciation rights and options to purchase shares of Compaq
common stock, each at the exchange ratio referred to in the preceding sentence.
If any of the conditions to the Compaq merger are not satisfied or, if waiver is
permissible, not waived, the Compaq merger will not be completed. In addition,
under certain circumstances specified in the merger agreement, we or Compaq may
terminate the merger agreement. As a result, we cannot assure you that we will
complete the Compaq merger.
This Current Report on Form 8-K is being filed to comply with the
requirements of Rule 3-05 of Regulation S-X (17 CFR Section 210.3.05 (2000))
with respect to the financial statements of Compaq, and attaches hereto as
Exhibits 99.1 and 99.2, and incorporates by reference herein, (i) the
historical audited consolidated financial statements of Compaq including
Compaq's consolidated balance sheet at December 31, 2000 and 1999, and the
consolidated statements of income, cash flows and stockholders' equity for
each of the three years in the period ended December 31, 2000, and (ii) the
historical unaudited interim condensed consolidated financial statements of
Compaq including Compaq's condensed consolidated balance sheet at September
30, 2001, the condensed consolidated statement of income for the three and
nine months ended September 30, 2001 and 2000, and the condensed consolidated
statement of cash flows for the nine months ended September 30, 2001 and
2000. However, if we do not complete the Compaq merger, Hewlett-Packard's
business, operating results and assets and liabilities will not reflect any
actual or anticipated interest in Compaq's business, its operating results or
its assets and liabilities.
ADDITIONAL INFORMATION ABOUT THE COMPAQ MERGER AND WHERE TO FIND IT
On November 15, 2001, we filed a Registration Statement with the
Securities and Exchange Commission, containing a preliminary joint proxy
statement/prospectus regarding the Compaq merger. Investors and security
holders of Hewlett-Packard and Compaq are urged to read the preliminary joint
proxy statement/prospectus filed with the SEC on November 15, 2001 and the
definitive joint proxy statement/prospectus when it becomes available and any
other relevant materials filed by us or Compaq with the SEC because they
contain, or will contain, important information about Hewlett-Packard, Compaq
and the Compaq merger. The definitive joint proxy statement/prospectus will
be sent to the security holders of Hewlett-Packard and Compaq seeking their
approval of the proposed transaction. The preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001, the definitive
joint proxy statement/prospectus and other relevant materials (when they
become available), and any other documents filed by us or Compaq
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with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Hewlett-Packard by contacting
Hewlett-Packard Investor Relations, 3000 Hanover Street, Palo Alto, California
94304, 650-857-1501. Investors and security holders may obtain free copies of
the documents filed with the SEC by Compaq by contacting Compaq Investor
Relations, P.O. Box 692000, Houston, Texas 77269-2000, 800-433-2391. Investors
and security holders are urged to read the definitive joint proxy
statement/prospectus and the other relevant materials when they become available
before making any voting or investment decision with respect to the Compaq
merger.
Hewlett-Packard, Carleton S. Fiorina, Hewlett-Packard's Chairman of the
Board and Chief Executive Officer, Robert P. Wayman, Hewlett-Packard's Executive
Vice President, Finance and Administration and Chief Financial Officer, and
certain of Hewlett-Packard's other executive officers and directors may be
deemed to be participants in the solicitation of proxies from the stockholders
of Hewlett-Packard and Compaq in favor of the Compaq merger. The other executive
officers and directors of Hewlett-Packard who may be participants in the
solicitation of proxies in connection with the Compaq merger have not been
determined as of the date of this filing. A description of the interests of Ms.
Fiorina, Mr. Wayman and Hewlett-Packard's other executive officers and directors
in Hewlett-Packard is set forth in the proxy statement for Hewlett-Packard's
2001 Annual Meeting of Shareowners, which was filed with the SEC on January 25,
2001. Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of Ms. Fiorina, Mr. Wayman and
Hewlett-Packard's other executive officers and directors in the Compaq merger by
reading the preliminary joint proxy statement/prospectus filed with the SEC on
November 15, 2001 and the definitive joint proxy statement/prospectus when it
becomes available.
Compaq and Michael D. Capellas, Compaq's Chairman and Chief
Executive Officer, and certain of Compaq's other executive officers and
directors may be deemed to be participants in the solicitation of proxies
from the stockholders of Compaq and Hewlett-Packard in favor of the Compaq
merger. The other executive officers and directors of Compaq who may be
participants in the solicitation of proxies in connection with the Compaq
merger have not been determined as of the date of this filing. A description
of the interests of Mr. Capellas and Compaq's other executive officers and
directors in Compaq is set forth in the proxy statement for Compaq's 2001
Annual Meeting of Stockholders, which was filed with the SEC on March 12,
2001. Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of Mr. Capellas and Compaq's
other executive officers and directors in the Compaq merger by reading the
preliminary joint proxy statement/prospectus filed with the SEC on November
15, 2001 and the definitive joint proxy statement/prospectus when it becomes
available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are being filed with this report:
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
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99.1 Compaq's historical audited consolidated financial statements,
including Compaq's consolidated balance sheet at December
31, 2000 and 1999, and the consolidated statements of
income, cash flows and stockholders' equity for each of the
three years in the period ended December 31, 2000.
99.2 Compaq's historical unaudited interim condensed
consolidated financial statements including Compaq's
condensed consolidated balance sheet at September 30, 2001,
the condensed consolidated statement of income for the
three and nine months ended September 30, 2001 and 2000,
and the condensed consolidated statement of cash flows for
the nine months ended September 30, 2001 and 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: November 29, 2001 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary and Senior
Managing Counsel
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED NOVEMBER 29, 2001
Exhibit Description
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23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
99.1 Compaq's historical audited consolidated financial statements, including Compaq's consolidated
balance sheet at December 31, 2000 and 1999, and the consolidated statements of income, cash
flows and stockholders' equity for each of the three years in the period ended December 31,
2000.
99.2 Compaq's historical unaudited interim condensed consolidated financial statements including
Compaq's condensed consolidated balance sheet at September 30, 2001, the condensed
consolidated statement of income for the three and nine months ended September 30, 2001 and 2000,
and the condensed consolidated statement of cash flows for the nine months ended September 30,
2001 and 2000.