AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 94-1081436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3000 HANOVER STREET, PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(Name, address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
ANN O. BASKINS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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:
CHARLES N. CHARNAS, ESQ. JOHN A. FORE, ESQ.
MELANIE D. VINSON, ESQ. MICHAEL A. OCCHIOLINI, ESQ.
HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI,
3000 HANOVER STREET PROFESSIONAL CORPORATION
PALO ALTO, CALIFORNIA 94304 650 PAGE MILL ROAD
(650) 857-1501 PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE (1) (2) PRICE PER UNIT AMOUNT OF REGISTRATION FEE
Debt Securities.................. -- -- --
Common Stock, $0.01 par value (3) (4)... -- -- --
Preferred Stock, $0.01 par value (3)... -- -- --
Depositary Shares (3)........... -- -- --
Warrants (5).................... -- -- --
Total (6)........................ $3,000,000,000 100%(3) $276,000
(1) Or (i) if any debt securities are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price equal to the amount to be registered or (ii) if any debt securities
are issued with a principal amount denominated in a foreign currency or
composite currency, such principal amount as shall result in an aggregate
initial offering price equivalent thereto in United States dollars at the
time of initial offering.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o), under the Securities Act of 1933,
as amended, exclusive of accrued interest, if any, on the debt securities.
(3) In addition to any securities that may be registered hereunder, we are also
registering an indeterminate number of shares of common stock, preferred
stock, or depositary shares as may be issued upon conversion or exchange of
the securities issued directly hereunder. No separate consideration will be
received for any shares of common stock, preferred stock or depositary
shares so issued upon conversion or exchange.
(4) Each share of common stock includes a right to purchase one one-thousandth
of a share of Series A Participating Preferred Stock.
(5) Includes warrants to purchase common stock, warrants to purchase preferred
stock and warrants to purchase debt securities.
(6) We will determine the proposed maximum offering price per unit in connection
with the issuance of the securities.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell the securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2002
PROSPECTUS
$3,000,000,000
HEWLETT-PACKARD COMPANY
By this prospectus, we may offer--
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
SEE "RISK FACTORS" ON PAGE 7 FOR INFORMATION YOU SHOULD
CONSIDER BEFORE BUYING THE SECURITIES.
Our common stock is listed on the New York Stock Exchange Composite Tape
under the symbol "HWP." On February 22, 2002, the reported last sale price of
our common stock on the New York Stock Exchange Composite Tape was $19.29 per
share.
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We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
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This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated , 2002
TABLE OF CONTENTS
Summary..................................................... 1
Where You Can Find More Information......................... 5
Risk Factors................................................ 7
Ratio of Earnings to Fixed Charges.......................... 7
Use of Proceeds............................................. 7
Description of the Debt Securities.......................... 8
Description of Common Stock................................. 19
Description of Preferred Stock.............................. 21
Description of the Depositary Shares........................ 24
Description of the Warrants................................. 27
Plan of Distribution........................................ 29
Legal Matters............................................... 30
Experts..................................................... 30
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SUMMARY
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may sell any combination of
securities described in this prospectus in one or more offerings, up to a total
dollar amount of $3,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement containing specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
below under the heading "Where You Can Find More Information."
ABOUT HEWLETT-PACKARD COMPANY
We are a leading global provider of computing, printing and imaging
solutions and services for business and home, and are focused on making
technology and its benefits accessible to all. We currently organize our
operations into five major businesses.
- IMAGING AND PRINTING SYSTEMS provides printer hardware, supplies, imaging
products and related professional and consulting services. Printer
hardware consists of laser and inkjet printing devices, which include
color and monochrome printers for the business and home, multi-function
laser devices and wide- and large-format inkjet printers. Supplies offer
laser and inkjet printer cartridges and other related printing media.
Imaging products include all-in-one inkjet devices, scanners, digital
photography products, personal color copiers and faxes. Professional and
consulting services are provided to customers on the optimal use of
printing and imaging assets.
- EMBEDDED AND PERSONAL SYSTEMS provides commercial personal computers
(PCs), home PCs, a range of handheld computing devices, digital
entertainment systems, calculators and other related accessories, software
and services for commercial and consumer markets. Commercial PCs include
the Vectra and e-PC desktop series, as well as OmniBook notebook PCs. Home
PCs include the Pavilion series of multi-media consumer desktop PCs and
notebook PCs. Digital Entertainment systems offer the DVD+RW drives as
well as digital entertainment center products. Handheld computing devices
include the Jornada handheld products which run on Pocket
PC-Registered Trademark- software.
- COMPUTING SYSTEMS provides workstations, UNIX-Registered Trademark-
servers, PC servers, storage and software solutions. Workstations provide
UNIX-Registered Trademark-, Windows-Registered Trademark- and
Linux-Registered Trademark--based systems. The UNIX-Registered Trademark-
server offering ranges from low-end servers to high-end scalable systems
such as the Superdome line, all of which run on our PA-RISC architecture
and the HP-UX operating system. PC servers offer primarily low-end and
mid-range products that run on the Windows-Registered Trademark- and
Linux-Registered Trademark- operating systems. Storage provides mid-range
and high-end array offerings, storage area networks and storage area
management and virtualization software, as well as tape and optical
libraries, tape drive mechanisms and tape media. The software category
offers OpenView and other solutions designed to manage large-scale systems
and networks. In addition, software includes telecommunications
infrastructure solutions and middleware.
- IT SERVICES provides customer support, consulting, outsourcing and
complementary third-party products delivered with the sales of HP
solutions. Customer support offers a range of high-value solutions from
mission-critical and networking services that span the entire IT
environment to low-cost, high-volume product support. Consulting provides
industry-specific business and IT consulting and system integration
services in areas such as financial services, telecommunications and
manufacturing, as well as cross-industry expertise in Customer
Relationship Management
(CRM), e-commerce and IT infrastructure. Outsourcing offers a range of IT
management services, both comprehensive and selective, including
transformational infrastructure services, client computing managed
services, managed web services and application services to medium and
large companies.
- FINANCING supports and enhances HP's global product and services
solutions. As a strategic enabler to HP, financing provides a broad range
of value-added financial services and computing and printing utility
offerings to large global and enterprise customers as well as small and
medium businesses and consumers. Financing offers innovative, personalized
and flexible alternatives to balance individual customer cash flow,
technology obsolescence and capacity needs.
We were incorporated in 1947 under the laws of the State of California as
the successor to a partnership founded in 1939 by William R. Hewlett and David
Packard. Effective in May 1998, we changed our state of incorporation from
California to Delaware. Our principal executive offices are located at 3000
Hanover Street, Palo Alto, California 94304. Our telephone number is
(650) 857-1501.
RECENT DEVELOPMENTS
MERGER WITH COMPAQ COMPUTER CORPORATION
As of September 4, 2001, HP entered into a merger agreement with Compaq
Computer Corporation. Under the terms of the merger agreement, a wholly-owned
subsidiary of HP will merge with and into Compaq and Compaq will survive the
merger as a wholly-owned subsidiary of HP.
Compaq is a leading global provider of information technology products,
services and solutions for enterprise customers. Compaq designs, develops,
manufactures and markets information technology equipment, software, services
and solutions, including industry-leading enterprise storage and computing
solutions, fault-tolerant business-critical solutions, communication products,
personal desktop and notebook computers and personal entertainment and Internet
access devices.
Upon completion of the merger, holders of Compaq common stock will be
entitled to receive 0.6325 of a share of HP common stock for each share of
Compaq common stock they then hold. In addition, upon completion of the merger,
HP 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, and assume certain Compaq stock plans. HP shareowners will
continue to own their existing shares of HP common stock after the merger. The
shares of HP common stock issued in exchange for shares of Compaq common stock
in connection with the merger will represent approximately 35.7% of the
outstanding shares of HP common stock immediately following the completion of
the merger, based on the number of shares of HP and Compaq common stock
outstanding on January 28, 2002.
Completion of the merger is subject to customary closing conditions that
include, among others, receipt of required approvals from HP shareowners and
from Compaq shareowners, respectively, and receipt of required antitrust
approvals. If any of the conditions to the merger is not satisfied or, if waiver
is permissible, not waived, the merger will not be completed. In addition, under
certain circumstances specified in the merger agreement, Compaq or HP may
terminate the merger agreement. As a result, we cannot assure you that the
merger will be completed.
On February 5, 2002 HP filed a registration statement on Form S-4 with the
Securities and Exchange Commission containing a definitive joint proxy
statement/prospectus regarding the merger.
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THE SECURITIES WE MAY OFFER
We may offer up to $3,000,000,000 of debt securities, common stock,
preferred stock, depositary shares and warrants. The prospectus supplement will
describe the specific amounts, prices and terms of these securities.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. Our agents and we reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities and any applicable fee, commission or
discount arrangements with them.
DEBT SECURITIES
We may offer unsecured general obligations in the form of either senior or
subordinated debt. The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the "debt securities."
The senior debt securities will have the same rank as all of our other
unsecured, unsubordinated debt. The subordinated debt securities will be
entitled to payment only after payment on our senior debt. Senior debt generally
includes all indebtedness for money borrowed by us, except indebtedness that is
stated to be not senior to, to have the same rank as, or to be expressly junior
to the subordinated debt securities.
The senior and subordinated debt securities will be issued under separate
indentures between Hewlett-Packard and J.P. Morgan Trust Company, National
Association (formerly known as Chase Manhattan Bank and Trust Company, National
Association), as trustee. We have summarized the general features of the debt
from the indentures. We encourage you to read the forms of indentures that are
exhibits to our registration statement on Form S-3 (file number 333-30786) dated
March 17, 2000, and to read our most recent annual report on Form 10-K and our
other reports filed with the Securities and Exchange Commission. Instructions on
how you can get copies of these documents are provided below under the heading
"Where You Can Find More Information."
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED DEBT
- Neither indenture limits the amount of debt that we may issue or provides
holders any protection should there be a highly leveraged transaction
involving HP.
- The indentures allow HP to merge or to consolidate with another U.S.
entity or convey, transfer or lease our properties and assets
substantially as an entirety to another U.S. entity, as long as certain
conditions are met. If these events occur, the other company will be
required to assume our responsibilities on the debt, and we will be
released from all liabilities and obligations (except in the case of a
sale lease-back).
- The indentures provide that holders of a majority of the total principal
amount of the debt outstanding in any series may request in writing that
we enter into a supplemental indenture with the trustee to change certain
of our obligations or your rights concerning the debt; but to change the
payment of principal, interest or to adversely effect the right to convert
or certain other matters, every holder in that series must consent.
- We may discharge the indentures and defease restrictive covenants by
depositing sufficient funds with the trustee to pay the obligations when
due, as long as certain conditions are met. The trustee would pay all
amounts due to you on the debt from the deposited funds.
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EVENTS OF DEFAULT
Each of the following is an event of default under the indentures:
- Principal not paid when due;
- Failure to make sinking fund payment for 30 days;
- Failure to pay interest for 30 days;
- Covenants not performed for 90 days after notice;
- Bankruptcy, insolvency or reorganization; and
- Any other event of default in the indenture.
Upon the occurrence of an event of default, other than a bankruptcy,
insolvency or reorganization, the trustee or holders of 25% of the principal
amount outstanding in a series may declare the outstanding principal immediately
payable. Under certain circumstances, however, the holders of a majority in
principal amount may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR DEBT SECURITIES
The indenture relating to the senior debt securities contains covenants
restricting our ability to incur liens and enter into sale and lease-back
transactions.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be subordinated to all senior debt.
COMMON STOCK
We may issue our common stock, par value $0.01 per share. Holders of common
stock are entitled to receive dividends declared by our board of directors or an
authorized committee of our board of directors. Currently, we pay a dividend of
$0.08 per share per quarter. Each holder of common stock as of the applicable
record date is entitled to one vote per share. The holders of common stock have
no preemptive rights. Holders of common stock have cumulative voting rights for
the election of our directors in accordance with our bylaws and Delaware law.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $0.01 per share, in one or more
series. Our board of directors, or an authorized committee of our board of
directors, will determine the dividend, voting, conversion and other rights of
the series being offered and the terms and conditions relating to its offering
and sale at the time of the offer and sale. We may also issue fractional shares
of preferred stock that will be represented by depositary shares and depositary
receipts.
WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. We may issue warrants independently or together with other
securities.
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WHERE YOU CAN FIND MORE INFORMATION
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION
CONTAINED IN THIS DOCUMENT AND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
The following documents, which were filed by us with the Securities and
Exchange Commission, and any future filings made by us with the Securities and
Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until our offering is complete, are incorporated by reference into this
prospectus:
- Annual report on Form 10-K for the fiscal year ended October 31, 2001,
filed with the Securities and Exchange Commission on January 29, 2002 as
amended on Form 10-K/A filed with the Securities and Exchange Commission
on January 30, 2002;
- Current report on Form 8-K, dated November 5, 2001, filed with the
Securities and Exchange Commission on November 6, 2001;
- Current report on Form 8-K, dated November 14, 2001, filed with the
Securities and Exchange Commission on November 14, 2001;
- Current report on Form 8-K, dated November 15, 2001, filed with the
Securities and Exchange Commission on November 16, 2001;
- Current report on Form 8-K, dated November 29, 2001, filed with the
Securities and Exchange Commission on November 30, 2001;
- Current report on Form 8-K, dated December 7, 2001, filed with the
Securities and Exchange Commission on December 7, 2001;
- Current report on Form 8-K, dated February 13, 2002, filed with the
Securities and Exchange Commission on February 14, 2002;
- Current report on Form 8-K, dated February 14, 2002, filed with the
Securities and Exchange Commission on February 14, 2002;
- The description of HP's common stock contained in our registration
statement on Form 8-A, filed with the Securities and Exchange Commission
on or about November 6, 1957 and any amendment or report filed with the
Securities and Exchange Commission for the purposes of updating such
description; and
- The description of HP's preferred share purchase rights contained in our
registration statement on Form 8-A, filed with the Securities and Exchange
Commission on September 4, 2001 and any amendment or report filed with the
Securities and Exchange Commission for the purpose of updating such
description.
In addition, all documents filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of the initial
registration statement and before the date of
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effectiveness of the registration statement are deemed to be incorporated by
reference into, and to be a part of, this prospectus from the date of filing of
those documents.
Any statement contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference into this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
The documents incorporated by reference into this prospectus are available
from us upon request. We will provide a copy of any and all of the information
that is incorporated by reference in this prospectus (not including exhibits to
the information unless those exhibits are specifically incorporated by reference
into this prospectus) to any person, without charge, upon written or oral
request. You may request a copy of information incorporated by reference into
this prospectus by contacting us in writing or by telephone at the following
address:
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Attention: Investor Relations
(650) 857-1501
In addition, you may obtain copies of our information by making a request
through our investor relations website, http://www.hp.com/hpinfo/investor, or by
sending an e-mail to investor_relations@hp.com.
We file annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
Copies of the reports, proxy and information statements and other information
filed by HP and Compaq with the Securities and Exchange Commission may be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at:
450 Fifth Street, N.W.
Washington, D.C. 20549
Reports, proxy and information statements and other information concerning
HP may be inspected at:
New York Stock Exchange
20 Broad Street
New York, New York 10005
Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission
maintains a Website that contains reports, proxy statements and other
information regarding us. The address of the Securities and Exchange Commission
web site is http://www.sec.gov.
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RISK FACTORS
Before acquiring any of the securities that may be offered hereby, you
should carefully consider the risks discussed in the section of our Form 10-K,
as amended January 30, 2002, for the fiscal year ended October 31, 2001,
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Factors That Could Affect Future Results," which is
incorporated in this document by reference.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is
as follows:
FISCAL YEAR ENDED OCTOBER 31,
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2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Ratio of earnings to fixed charges... 2.6x 12.5x 13.7x 11.4x 12.1x
The ratio of earnings to fixed charges was computed by dividing earnings
(earnings from continuing operations before extraordinary item, cumulative
effect of change in accounting principle and taxes, adjusted for fixed charges
from continuing operations, minority interest in the income of subsidiaries with
fixed charges and undistributed earnings or loss of equity method investees) by
fixed charges from continuing operations for the periods indicated.
Fixed charges from continuing operations include:
- interest expense and amortization of debt discount or premium on all
indebtedness; and
- a reasonable approximation of the interest factor deemed to be included in
rental expense.
There are currently no preference equity securities outstanding; therefore
the computation of the ratio of earnings to fixed charges and preference
dividends is not included.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used for general
corporate purposes, which may include repayment of existing and future
indebtedness, acquisitions of products, technology and businesses, capital
expenditures, repurchases of common stock, investments in or extensions of
credit to our subsidiaries and to meet working capital needs. Pending such uses,
we will invest the net proceeds in interest-bearing securities.
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DESCRIPTION OF THE DEBT SECURITIES
This section describes the general terms and provisions of any debt
securities that we may offer in the future. A prospectus supplement relating to
a particular series of debt securities will describe the material terms of that
particular series and to the extent to which the general terms and provisions
contained herein apply to that particular series.
GENERAL
The debt securities will either be our senior debt securities or our
subordinated debt securities. We expect to issue the debt securities under one
or more separate indentures between us and J.P. Morgan Trust Company, National
Association (formerly known as Chase Manhattan Bank and Trust Company, National
Association), as trustee. Senior debt securities will be issued under a senior
indenture and subordinated debt securities will be issued under a subordinated
indenture. Together, the senior indenture and subordinated indenture are called
indentures. For additional information, you should look at the applicable form
of indenture that is filed as an exhibit to our registration statement on
Form S-3 (file number 333-30786), dated March 17, 2000. Each of the indentures
is incorporated by reference into this prospectus. In this description of the
debt securities, the words "Hewlett-Packard," "we," "us" or "our" refer only to
Hewlett-Packard Company and not to any of our subsidiaries.
Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. We are not limited as to the amount of
debt securities we may issue under the indentures. Unless otherwise provided in
a prospectus supplement, a series of debt securities may be reopened for
issuance of additional debt securities of such series.
TERMS OF A PARTICULAR SERIES
Each prospectus supplement relating to a particular series of debt
securities will include specific information relating to the offering. This
information will include some or all of the following terms of the debt
securities of the series:
- whether the debt securities are senior or subordinated;
- the offering price;
- the title;
- any limit on the aggregate principal amount;
- the person who shall be entitled to receive interest, if other than the
record holder on the record date;
- the date the principal will be payable;
- the interest rate, if any, the date interest will accrue, the interest
payment dates and the regular record dates;
- the interest rate, if any, payable on overdue installments of principal,
premium or interest;
- the place where payments shall be made;
- any mandatory or optional redemption provisions;
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- if applicable, the method for determining how principal, premium, if any,
or interest will be calculated by reference to an index or formula;
- if other than U.S. currency, the currency or currency units in which
principal, premium, if any, or interest will be payable and whether we or
the holder may elect payment to be made in a different currency;
- the portion of the principal amount that will be payable upon acceleration
of stated maturity, if other than the entire principal amount;
- if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, that the amount
payable will be deemed to be the principal amount;
- any defeasance provisions if different from those described below under
"Satisfaction and Discharge--Defeasance;"
- any conversion or exchange provisions;
- whether the debt securities will be issuable in the form of a global
security;
- any subordination provisions if different from those described below under
"Subordinated Debt Securities;"
- any paying agents, authenticating agents or security registrars;
- any guarantees on the debt securities;
- any security for any of the debt securities;
- any deletions of, or changes or additions to, the events of default or
covenants; and
- any other specific terms of such debt securities.
Unless otherwise specified in the prospectus supplement:
- the debt securities will be registered debt securities; and
- registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or multiples of $1,000.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate that at time of
issuance is below market rates.
EXCHANGE AND TRANSFER
Debt securities may be transferred or exchanged at the office of the
security registrar or at the office of any transfer agent designated by us. We
will not impose a service charge for any transfer or exchange, but we may
require holders to pay any tax or other governmental charges associated with any
transfer or exchange.
In the event of any potential redemption of debt securities of any series in
part, we will not be required to:
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- issue, register the transfer of, or exchange any debt security of that
series during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption and ending at the close of
business on the day of the mailing; or
- register the transfer of or exchange any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
We have initially appointed the trustee as the security registrar. Any
transfer agent, in addition to the security registrar, initially designated by
us will be named in the prospectus supplement. We may designate additional
transfer agents, change transfer agents or change the office of the transfer
agent, change any security registrar or act as security registrar. However, we
will be required to maintain a transfer agent in each place of payment for the
debt securities of each series.
GLOBAL SECURITIES
The debt securities of any series may be represented, in whole or in part,
by one or more global securities. Each global security will:
- be registered in the name of a depositary that we will identify in a
prospectus supplement;
- be deposited with the depositary or nominee or custodian; and
- bear any required legends.
No global security may be exchanged in whole or in part for debt securities
registered in the name of any person other than the depositary or any nominee,
referred to as certificated debt securities, unless:
- the depositary has notified us that it is unwilling or unable to continue
as depositary or has ceased to be qualified to act as depositary;
- an event of default is continuing; or
- any other circumstances described in a prospectus supplement have occurred
permitting the issuance of certificated debt securities.
As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all
purposes under the indenture. Except in the above limited circumstances, owners
of beneficial interests in a global security will not be:
- entitled to have the debt securities registered in their names;
- entitled to physical delivery of certificated debt securities; and
- considered to be holders of those debt securities under the indenture.
Payments on a global security will be made to the depositary or its nominee
as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.
Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a global
security will be limited to participants and to persons that
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may hold beneficial interests through participants. The depositary will credit,
on its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts of
its participants.
Ownership of beneficial interests in a global security will be shown on and
effected through records maintained by the depositary, with respect to
participants' interests, or any participant, with respect to interests of
persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a
global security will be subject to policies and procedures of the depositary.
The depositary policies and procedures may change from time to time. Neither the
trustee nor we will have any responsibility or liability for the depositary's or
any participant's records with respect to beneficial interests in a global
security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the prospectus supplement:
- Payment of interest on a debt security on any interest payment date will
be made to the person in whose name the debt security is registered at the
close of business on the regular record date; and
- Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us.
At our option, however, we may pay interest by mailing a check to the record
holder.
The corporate trust office of the trustee will initially be designated as
our sole paying agent. We may also name any other paying agents in the
prospectus supplement. We may designate additional paying agents, change paying
agents or change the office of any paying agent. However, we will be required to
maintain a paying agent in each place of payment for the debt securities of a
particular series.
All monies paid by us to a paying agent for payment on any debt security
which remain unclaimed for a period ending the earlier of 10 business days prior
to the date the money would be turned over to the state, or at the end of two
years after the payment was due, will be repaid to us. Thereafter, the holder
may look only to us for such payment.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person, in a transaction
in which we are not the surviving corporation, or convey, transfer or lease our
properties and assets substantially as an entirety to, any person, unless:
- the successor, if any, is a U.S. corporation, limited liability company,
partnership, trust or other entity;
- the successor assumes our obligations on the debt securities and under the
indentures;
- immediately after giving effect to the transaction, no default or event of
default shall have occurred and be continuing; and
- certain other conditions are met.
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EVENTS OF DEFAULT
Each indenture defines an event of default with respect to any series of
debt securities as one or more of the following events:
(1) failure to pay principal of or any premium on any debt security of that
series when due;
(2) failure to pay any interest on any debt security of that series for
30 days when due;
(3) failure to make any sinking fund payment for 30 days when due;
(4) failure to perform any other covenant in the indenture if that failure
continues for 90 days after we are given the notice required in the
indenture;
(5) our bankruptcy, insolvency or reorganization; and
(6) any other event of default specified in the prospectus supplement.
An event of default of one series of debt securities is not necessarily an
event of default for any other series of debt securities.
If an event of default, other than an event of default described in
clause (5) above, shall occur and be continuing, either the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding
securities of that series may declare the principal amount of the debt
securities of that series to be due and payable immediately. If an event of
default described in clause (5) above shall occur, the principal amount of all
the debt securities of that series will automatically become immediately due and
payable. Any payment by us on the subordinated debt securities following any
acceleration will be subject to the subordination provisions described below
under "Subordinated Debt Securities."
After acceleration the holders of a majority in aggregate principal amount
of the outstanding securities of that series, under certain circumstances, may
rescind and annul such acceleration if all events of default, other than the
non-payment of accelerated principal, or other specified amount, have been cured
or waived.
Other than the duty to act with the required care during an event of
default, the trustee will not be obligated to exercise any of its rights or
powers at the request of the holders unless the holders shall have offered to
the trustee reasonable indemnity. Generally, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee.
A holder will not have any right to institute any proceeding under the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy under the indentures, unless:
(1) the holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of that
series;
(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
and have offered reasonable indemnity to the trustee to institute the
proceeding; and
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(3) the trustee has failed to institute the proceeding and has not received
direction inconsistent with the original request from the holders of a
majority in aggregate principal amount of the outstanding debt
securities of that series within 60 days after the original request.
Holders may, however, sue to enforce the payment of principal, premium or
interest on any series of debt securities or after the due date without
following the procedures listed in (1) through (3) above.
We will furnish the trustee an annual statement by our officers as to
whether or not we are in default in the performance of the indenture and, if so,
specifying all known defaults.
MODIFICATION AND WAIVER
We and the trustee may make modifications and amendments to the indentures
with the consent of the holders of a majority in aggregate principal amount of
the outstanding securities of each series affected by the modification or
amendment. We may also make modifications and amendments to the indentures for
the benefit of the holders, without their consent, for certain purposes
including, but not limited to:
- providing for our successor to assume the covenants under the indenture;
- adding covenants or events of default;
- making certain changes to facilitate the issuance of the securities;
- securing the securities;
- providing for a successor trustee;
- curing any ambiguities or inconsistencies;
- permitting or facilitating the defeasance and discharge of the securities;
and
- other changes specified in the indenture.
However, neither we nor the trustee may make any modification or amendment
without the consent of the holder of each outstanding security of that series
affected by the modification or amendment if such modification or amendment
would:
- change the stated maturity of any debt security;
- reduce the principal, premium, if any, or interest on any debt security;
- reduce the principal of an original issue discount security or any other
debt security payable on acceleration of maturity;
- change the place of payment or the currency in which any debt security is
payable;
- impair the right to sue for any payment after the stated maturity or
redemption date;
- if subordinated debt securities, modify the subordination provisions in a
materially adverse manner to the holders of subordinated debt securities;
- adversely affect the right to convert any debt security; or
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- change the provisions in the indenture that relate to modifying or
amending the indenture.
SATISFACTION AND DISCHARGE; DEFEASANCE
We may be discharged from our obligations on the debt securities of any
series if we deposit enough money with the trustee to pay all the principal,
interest and any premium due to the stated maturity date or redemption date of
the debt securities.
Each indenture contains a provision that permits us to elect either or both
of the following:
- to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then
outstanding; and
- to be released from our obligations under the following covenants and from
the consequences of an event of default resulting from a breach of these
and a number of other covenants:
(1) the limitations on sale and lease-back transactions under the senior
indenture;
(2) the limitations on liens under the senior indenture;
(3) covenants as to payment of taxes and maintenance of properties; and
(4) the subordination provisions under the subordinated indenture.
To make either of the above elections, we must deposit in trust with the
trustee enough money to pay in full the principal, interest and premium on the
debt securities. This amount may be made in cash and/or U.S. government
obligations. As a condition to either of the above elections, we must deliver to
the trustee an opinion of counsel that the holders of the debt securities will
not recognize income, gain or loss for United States federal income tax purposes
as a result of the action.
If any of the above events occur, the holders of the debt securities of the
series will not be entitled to the benefits of the indenture, except for
registration of transfer and exchange of debt securities, replacement of lost,
stolen or mutilated debt securities and, if applicable, conversion and exchange
of debt securities.
NOTICES
Notices to holders will be given by mail to the addresses of the holders in
the security register.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
under, the laws of the State of New York, without regard to conflicts of laws
principles.
REGARDING THE TRUSTEE
The indentures limit the right of the trustee, if it becomes our creditor,
to obtain payment of claims or secure its claims.
The trustee is permitted to engage in certain other transactions. If the
trustee acquires any conflicting interest, however, and there is a default under
the debt securities of any series for which they are trustee, the trustee must
eliminate the conflict or resign. J.P. Morgan Trust Company, National
Association is also
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our depositary and affiliates of J.P. Morgan Trust Company, National
Association, have performed and continue to perform other services for us in the
normal course of business.
SENIOR DEBT SECURITIES
The senior debt securities will be unsecured, unless we elect otherwise, and
will rank equally with all of our other unsecured and non-subordinated senior
debt.
COVENANTS IN THE SENIOR INDENTURE
LIMITATIONS ON LIENS. Neither we nor any restricted subsidiary will issue,
incur, create, assume or guarantee any secured debt without securing the senior
debt securities equally and ratably with or prior to that secured debt unless
the total amount of all secured debt with which the senior debt securities are
not at least equally and ratably secured would not exceed the greater of
$500 million or 10% of our consolidated net tangible assets.
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. Subject to the last
paragraph of this section, neither we nor any restricted subsidiary will enter
into any lease with a term longer than three years covering any of our principal
property or any restricted subsidiary that is sold to any other person in
connection with that lease unless either:
(1) we or any restricted subsidiary would be entitled to incur indebtedness
secured by a mortgage on the principal property involved in such
transaction at least equal in amount to the attributable debt with
respect to the lease, without equally and ratably securing the senior
debt securities, pursuant to "Limitation on Liens" described above; or
(2) an amount equal to the greater of the following amounts is applied
within 180 days of such sale to the retirement of our or any restricted
subsidiary's long-term debt or the purchase or development of comparable
property:
- the net proceeds from the sale; or
- the attributable debt with respect to the sale and lease-back
transaction.
However, either we or our restricted subsidiaries would be able to enter
into a sale and lease-back transaction without being required to apply the net
proceeds as required by (2) above if the sum of the following amounts would not
exceed the greater of $500 million or 10% of our consolidated net tangible
assets:
- the total amount of the sale and lease-back transactions; and
- the total amount of secured debt.
DEFINITIONS RELATING TO THE SENIOR DEBT SECURITIES
"attributable debt" with regard to a sale and lease-back transaction means
the lesser of:
(1) the fair market value of such property as determined in good faith
by our board of directors; or
(2) discounted present value of all net rentals under the lease.
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"consolidated net tangible assets" means total assets, less reserves, after
deducting:
(1) total current liabilities, excluding:
- notes and loans payable;
- current maturities of long-term debt;
- current maturities of capital leases; and
(2) certain intangible assets, to the extent included in total assets.
"mortgage" means a mortgage, security interest, pledge, lien, charge or
other encumbrance.
"nonrecourse obligation" means indebtedness substantially related to:
- the acquisition of assets not previously owned by us or any restricted
subsidiary; or
- the financing of any project involving the development of our or any of
our restricted subsidiaries' property in which the only recourse is to the
assets acquired with the proceeds of the transaction or the project
financed with the proceeds of the transaction.
"principal property" means the land, improvements, buildings and fixtures
owned by us or a restricted subsidiary located in the United States that
constitutes our principal corporate office, any manufacturing plant or any
manufacturing facility and has a book value in excess of .75% of our
consolidated net tangible assets as of the determination date. Principal
property does not include any property that our board of directors has
determined not to be of material importance to the business conducted by our
subsidiaries and us, taken as a whole.
"restricted subsidiary" means any subsidiary that owns any principal
property, but does not include:
- any subsidiary primarily engaged in financing receivables or in the
finance business; or
- any of our less than 80%-owned subsidiaries if the common stock of the
subsidiary is traded on any national securities exchange or quoted on the
Nasdaq National Market or on the over-the-counter markets.
"secured debt" means any of our debt or any debt of a restricted subsidiary
for borrowed money secured by either a mortgage on any principal property or
stock or indebtedness of a restricted subsidiary. Secured debt does not include:
- mortgages on property existing at the time of acquisition of the property
by us or any subsidiary, whether or not assumed;
- mortgages on property, shares of stock or indebtedness or other assets of
a corporation existing at the time such corporation becomes a restricted
subsidiary;
- mortgages on property, shares of stock or indebtedness or other assets
existing at the time of acquisition by us or by a restricted subsidiary
(including leases);
- mortgages to secure payment of all or any part of the purchase price, or
to secure any debt within 12 months after the acquisition thereof, or in
the case of property, the completion of construction, improvement or
commencement of substantial commercial operation of the property;
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- mortgages to secure indebtedness owing to us or to a restricted
subsidiary;
- mortgages existing at the date of the senior indenture;
- mortgages on property of an entity existing at the time such entity is
merged or consolidated with us or a restricted subsidiary;
- mortgages on property of an entity at the time of a sale or lease of the
properties of such entity as an entirety or substantially as an entirety
to us or a restricted subsidiary;
- mortgages incurred to finance the acquisition or construction of property
secured by mortgages in favor of the United States or a political
subdivision of the United States;
- mortgages for taxes, assessments or other governmental charges not yet due
or payable without penalty that are being contested by us or a restricted
subsidiary, and for which we have adequately reserved;
- mortgages incurred in connection with an asset acquisition or a project
financed with a non-recourse obligation;
- mortgages for materialmen's, mechanics', workmen's, repairmen's,
landlord's mortgages for rent or other similar mortgages arising in the
ordinary course of business in respect of obligations which are not
overdue or which are being contested by us or any restricted subsidiary in
good faith and by appropriate proceedings;
- mortgages consisting of zoning restrictions, licenses, easements and
restrictions on the use of real property and minor irregularities that do
not materially impair the use of the real property; or
- mortgages constituting any extension, renewal or replacement of any
mortgage listed above to the extent the mortgage is not increased.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities are subordinated in right of payment to the
prior payment in full of all senior debt, including any senior debt securities.
In the event of our dissolution, winding up, liquidation or reorganization, the
holders of senior debt shall be entitled to receive payment in full before
holders of subordinated debt securities shall be entitled to receive any payment
or distribution on any subordinated debt securities.
In the event of insolvency, upon any distribution of our assets:
- holders of subordinated debt securities are required to pay over their
share of such distribution to the trustee in bankruptcy, receiver or other
person distributing our assets to pay all senior debt remaining to the
extent necessary to pay all holders of senior debt in full; and
- our unsecured creditors who are not holders of subordinated debt
securities or holders of senior debt may recover less, ratably, than
holders of senior debt and may recover more, ratably, than the holders of
subordinated debt securities.
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DEFINITIONS RELATING TO SUBORDINATED DEBT SECURITIES
"senior debt" means the principal, premium, if any, and unpaid interest on:
- our indebtedness for borrowed money;
- our obligations evidenced by bonds, debentures, notes or similar
instruments;
- our obligations under any interest rate swaps, caps, collars, options, and
similar arrangements;
- our obligations under any foreign exchange contract, currency swap
contract, futures contract, currency option contract, or other foreign
currency hedge arrangements;
- our obligations under any credit swaps, caps, floors, collars and similar
arrangements;
- indebtedness incurred, assumed or guaranteed by us in connection with the
acquisition by us or any of our subsidiaries of any business, properties
or assets, except purchase-money indebtedness classified as accounts
payable under generally accepted accounting principles;
- our obligations as lessee under leases required to be capitalized on the
balance sheet in conformity with generally accepted accounting principles;
- all obligations under any lease or related document, including a purchase
agreement, in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to
purchase the leased property and thereby guarantee a minimum residual
value of the leased property to the lessor and our obligations under such
lease or related document to purchase or to cause a third party to
purchase such leased property;
- our reimbursement obligations in respect of letters of credit relating to
indebtedness or our other obligations that qualify as indebtedness or
obligations of the kind referred to above; and
- our obligations under direct or indirect guaranties in respect of, and
obligations to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others
of the kinds referred to above.
However, senior debt shall not include (i) any indebtedness or obligation
that provides that such indebtedness or obligation is not superior in right of
payment to the subordinated debt securities or provides that such indebtedness
is subordinate to our other indebtedness and obligations and (ii) indebtedness
related to our Liquid Yield Option-TM- Notes due 2017.
The subordinated debt securities are effectively subordinated to all
existing and future liabilities of our subsidiaries. Any right we have to
participate in any distribution of the assets of any of our subsidiaries upon
their liquidation, reorganization or insolvency, and the consequent right of
holders of senior debt securities to participate in those assets, will be
subject to the claims of the creditors of such subsidiary. In addition, any
claim we may have as a creditor would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.
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DESCRIPTION OF COMMON STOCK
Our certificate of incorporation authorizes us to issue up to 9,600,000,000
shares of common stock, par value $0.01 per share. As of January 28, 2002 there
were approximately 1,941,391,000 shares of common stock outstanding.
The holders of common stock as of the applicable record date are entitled to
one vote per share on all matters to be voted upon by the stockholders. The
holders of common stock have cumulative voting rights for the election of our
directors in accordance with our bylaws and Delaware law. Subject to preferences
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends as may be declared from time to time
by the board of directors out of funds legally available for distribution, and,
in the event of our liquidation, dissolution or winding up, the holders of
common stock are entitled to share in all assets remaining after payment of
liabilities. The common stock has no preemptive or conversion rights and is not
subject to further calls or assessments by us. There are no redemption or
sinking fund provisions available to the common stock. The common stock
currently outstanding is validly issued, fully paid and nonassessable.
See "Description of Preferred Stock--Shareowner Rights Plan; Preferred Stock
Rights Agreement" for information regarding the rights that currently attach to
each outstanding share of our common stock.
The transfer agent and registrar for the common stock is Computershare
Investor Services.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the time that such stockholder
became an interested stockholder, unless:
(1) prior to such time, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder's becoming an interested stockholder;
(2) upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned:
- by persons who are directors and also officers; and
- by employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
(3) at or subsequent to such time the business combination is approved by
the board of directors and authorized at an annual or special meeting of
the stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting stock that is not owned by
the interested stockholder.
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Section 203 defines "business combination" to include:
(1) any merger or consolidation involving the corporation and the interested
stockholder,
(2) any sale, transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving the interested stockholder;
(3) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
(4) any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or series
of the corporation beneficially owned by the interested stockholder; or
(5) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
In general, Section 203 defines an "interested stockholder" as any entity or
person who or which beneficially owns (or within three years did own) 15% or
more of the outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.
The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.
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DESCRIPTION OF PREFERRED STOCK
GENERAL
Our certificate of incorporation authorizes us to issue up to 300,000,000
shares of preferred stock, par value $0.01 per share, in one or more series. As
of the date of this prospectus, we did not have any outstanding shares of
preferred stock or options to purchase preferred stock. Our board of directors,
however, has the authority without stockholder consent, subject to certain
limitations imposed by law or our bylaws, to issue one or more series of
preferred stock at any time. The certificate of designation relating to each
series will fix the rights, preferences and restrictions of the preferred stock
of each series. A prospectus supplement relating to each such series will
specify the terms of the preferred stock as determined by our board of
directors, including the following:
- the number of shares in any series;
- the designation for any series by number, letter or title that shall
distinguish the series from any other series of preferred stock;
- the dividend rate and whether dividends on that series of preferred stock
will be cumulative, noncumulative or partially cumulative;
- the voting rights of that series of preferred stock, if any;
- any conversion provisions applicable to that series of preferred stock;
- any redemption or sinking fund provisions applicable to that series of
preferred stock including whether there is any restriction on the
repurchase or redemption of the preferred stock while there is any
arrearage in the payment of dividends or sinking fund installments;
- the liquidation preference per share of that series of preferred stock, if
any; and
- the terms of any other preferences or rights, if any, applicable to that
series of preferred stock.
We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the related prospectus supplement will not be complete. You
should refer to the certificate of designation for complete information. The
prospectus supplement will also contain a description of certain U.S. federal
income tax consequences relating to the preferred stock.
Although it has no present intention to do so, our board of directors,
without stockholder approval, may issue preferred stock with voting and
conversion rights, which could adversely affect the voting power of the holders
of common stock. If we issue preferred stock, it may have the effect of
delaying, deferring or preventing a change of control.
SHAREOWNER RIGHTS PLAN; PREFERRED STOCK RIGHTS AGREEMENT
The following summary of the principal terms of the rights and the Preferred
Stock Rights Agreement, referred to as the rights agreement, is a general
description only and is subject to the detailed terms and conditions of the
rights agreement. A copy of the rights agreement is attached as Exhibit 4.1 to
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our registration statement on Form 8-A filed with the SEC on September 4, 2001
and incorporated by reference in this registration statement.
On August 31, 2001, our board of directors declared a dividend distribution
of one right for each outstanding share of our common stock to our shareowners
of record at the close of business on September 17, 2001. Each right is subject
to the terms of the rights agreement. The rights agreement provides that each
share of our outstanding common stock will have the right to purchase one
one-thousandth of a share of our Series A Participating Preferred Stock at an
exercise price of $180.00, subject to adjustment.
The rights under the rights agreement currently are attached to and trade
only together with outstanding certificates representing our common stock. The
rights will separate from our common stock and be represented by separate and
distinct certificates approximately ten days after someone acquires or commences
a tender offer for 15% or more of our outstanding common stock.
After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of our common stock. Once
distributed, the rights certificates alone will represent the rights.
All shares of our common stock issued prior to the date the rights separate
from the common stock will be issued with the rights attached. The rights are
not exercisable until the date the rights separate from the common stock. The
rights will expire on September 17, 2011 unless earlier redeemed or exchanged by
us.
If an acquiror, which could be a person or group, obtains, or commences a
tender or exchange offer to obtain, 15% or more of our common stock, then each
right will entitle the holder to purchase a number of shares of our common stock
having a then current market value equal to two times the exercise price.
Each right will entitle the holder to purchase a number of shares of common
stock of the acquiring entity having a then current market value of twice the
purchase price if an acquiror obtains 15% or more of our common stock and any of
the following occurs:
- HP merges into another entity;
- an acquiring entity merges into HP; or
- HP sells more than 50% of its assets or earning power.
Under the rights agreement, any rights that are or were owned by an acquiror
or its affiliates of more than 15% of our outstanding common stock will be null
and void.
The rights agreement provides that after an acquiror obtains 15% or more of
outstanding HP common stock, but less than 50% of outstanding HP common stock,
our board of directors may, at its option, exchange all or part of the then
outstanding and exercisable rights for HP common stock, other than rights owned
by the acquiror or its affiliates. In such an event, the exchange ratio is one
common share per right, adjusted to reflect any stock split, stock dividend or
similar transaction.
At its option, our board of directors may redeem all of the outstanding
rights under the rights agreement at any time on or prior to the close of
business on the earlier of:
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- the fifth day following the time that an acquiror obtains 15% or more of
outstanding HP common stock or such later date as may be determined by a
majority of the board and publicly announced by us; or
- September 17, 2011.
The redemption price under the rights agreement is $0.001 per right. The
right to exercise the rights will terminate upon the action of our board of
directors ordering the redemption of the rights and the only right of the
holders of the rights will be to receive the redemption price.
Holders of rights will have no rights as HP shareowners, including without
limitation the right to vote or receive dividends, simply by virtue of holding
the rights.
The provisions of the rights agreement may be amended by the board of
directors prior to the date ten days after any person acquires 15% or more of HP
common stock without approval of the holders of the rights. However, after the
date any person acquires 15% or more of HP common stock, the rights agreement
may not be amended in any manner which would adversely affect the interests of
the holders of the rights, excluding any interests of the acquiror.
The rights issued under the rights agreement are designed to protect and
maximize the value of the outstanding equity interests in HP in the event of an
unsolicited attempt by an acquiror to take over HP in a manner or on terms that
are not approved by our board of directors. The rights are designed to deter
unfair tactics, including a gradual accumulation of shares in the open market of
a 15% or greater position, followed by a merger or a partial or two-tier tender
offer that does not treat all HP shareowners equally.
Subject to the restrictions described above, the rights may be redeemed by
us at $0.001 per right at any time prior to the time the rights separate from HP
common stock. Accordingly, the rights should not interfere with any merger or
business combination approved by our board of directors. The rights are not
intended to prevent a takeover of HP. However, the rights may have the effect of
rendering more difficult or discouraging an acquisition of HP deemed undesirable
by our board of directors. The rights will cause substantial dilution to a
person or group that attempts to acquire HP on terms or in a manner not approved
by our board of directors, except pursuant to an offer conditioned upon
redemption of the rights.
-23-
DESCRIPTION OF THE DEPOSITARY SHARES
At our option, we may elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we do, we will issue to the
public receipts for depositary shares and each of these depositary shares will
represent a fraction, to be set forth in the prospectus supplement, of a share
of a particular series of preferred stock. Each owner of a depositary share will
be entitled, in proportion to the applicable fractional interest in shares of
preferred stock underlying that depositary share, to all rights and preferences
of the preferred stock underlying that depositary share. Those rights include
dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary,
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.
Depositary receipts issued pursuant to the depositary agreement will
evidence the depositary shares. Holders of depositary receipts agree to be bound
by the deposit agreement, which requires holders to take certain actions such as
filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus
is not complete. You should refer to the forms of the deposit agreement, our
certificate of incorporation and the certificate of amendment for the applicable
series of preferred stock that are, or will be, filed with the Securities and
Exchange Commission.
DIVIDENDS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock underlying
the depositary shares to the record holders of depositary receipts in proportion
to the number of depositary shares owned by those holders on the relevant record
date, which will be the same date as the record date for the preferred stock.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the
depositary, with our approval, may adopt another method for the distribution,
including selling the property and distributing the net proceeds to the holders.
LIQUIDATION PREFERENCE
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each depositary share will be entitled to receive the
fraction of the liquidation preference accorded each share of the applicable
series of preferred stock, as set forth in the applicable prospectus supplement.
REDEMPTION
If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so
redeemed. The depositary will mail the notice of redemption to the record
holders of the depositary receipts promptly upon receiving the notice from us
and not fewer
-24-
than 35 nor more than 60 days, unless otherwise provided in the applicable
prospectus supplement, prior to the date fixed for redemption of the preferred
stock and the depositary shares.
VOTING
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
underlying the preferred stock. Each record holder of those depositary receipts
on the record date will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
underlying that holder's depositary shares. The record date for the depositary
will be the same date as the record date for the preferred stock. The depositary
will try, as far as practicable, to vote the preferred stock underlying the
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote the preferred stock
to the extent that it does not receive specific instructions from the holders of
depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due to the depositary, to receive the number of whole shares of preferred
stock underlying the depositary shares. Partial shares of preferred stock will
not be issued. Holders of preferred stock will not be entitled to deposit the
shares under the deposit agreement or to receive depositary receipts evidencing
depositary shares for the preferred stock.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares,
other than fee changes, will not be effective unless the amendment has been
approved by at least a majority of the depositary shares then outstanding. The
deposit agreement may be terminated by the depositary or us only if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution in respect of the preferred stock in
connection with our dissolution and such distribution has been made to all
the holders of depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and the initial issuance of the depositary shares, any
redemption of the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other specified charges as
provided in the deposit agreement to be for their accounts. The depositary may
refuse to transfer depositary shares, withhold dividends and distributions and
sell the depositary shares evidenced by the depositary receipt if the charges
are not paid.
-25-
MISCELLANEOUS
The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preferred stock. In addition, the depositary will
make available for inspection by holders of depositary receipts at the principal
office of the depositary, and at such other places as it may from time to time
deem advisable, any reports and communications we deliver to the depositary as
the holder of preferred stock.
Neither the depositary nor we will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither the depositary nor we will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely on written advice of counsel or accountants, on
information provided by holders of depositary receipts or other persons believed
in good faith to be competent to give such information and on documents believed
to be genuine and to have been signed or presented by the proper party or
parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of its
election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for United States federal
income tax purposes as if they were owners of the preferred stock underlying the
depositary shares. As a result, owners will be entitled to take into account for
United States federal income tax purposes, income and deductions to which they
would be entitled if they were holders of such preferred stock. No gain or loss
will be recognized for United States federal income tax purposes upon the
withdrawal of preferred stock in exchange for depositary shares. The tax basis
of each share of preferred stock to an exchanging owner of depositary shares
will be, upon such exchange, the same as the aggregate tax basis of the
depositary shares exchanged. The holding period for preferred stock in the hands
of an exchanging owner of depositary shares will include the period during which
such person owned such depositary shares.
-26-
DESCRIPTION OF THE WARRANTS
GENERAL
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants.
This summary of certain provisions of the warrants is not complete. For the
complete terms of the warrant agreement, you should refer to the provisions of
the warrant agreement that will be filed with the Securities and Exchange
Commission in connection with the offering of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of the debt warrants, including
the following:
- the title of the debt warrants;
- the offering price for the debt warrants, if any;
- the aggregate number of the debt warrants;
- the designation and terms of the debt securities purchasable upon exercise
of the debt warrants;
- if applicable, the designation and terms of the debt securities that the
debt warrants are issued with and the number of debt warrants issued with
each debt security;
- if applicable, the date from and after which the debt warrants and any
debt securities issued with them will be separately transferable;
- the principal amount of debt securities that may be purchased upon
exercise of a debt warrant and the price at which the debt securities may
be purchased upon exercise, which may be payable in cash, securities or
other property;
- the dates on which the right to exercise the debt warrants will commence
and expire;
- if applicable, the minimum or maximum amount of the debt warrants that may
be exercised at any one time;
- whether the debt warrants represented by the debt warrant certificates or
debt securities that may be issued upon exercise of the debt warrants will
be issued in registered or bearer form;
- information with respect to book-entry procedures, if any;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
-27-
- if applicable, a discussion of material United States federal income tax
considerations;
- the antidilution provisions of the debt warrants, if any;
- the redemption or call provisions, if any, applicable to the debt
warrants; and
- any additional terms of the debt warrants, including terms, procedures and
limitations relating to the exchange and exercise of the debt warrants.
STOCK WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue our common stock or preferred stock will describe the terms of the
warrants, including the following:
- the title of the warrants;
- the offering price for the warrants, if any;
- the aggregate number of the warrants;
- the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the warrants;
- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each security;
- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;
- the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which such shares
may be purchased upon exercise;
- the dates on which the right to exercise the warrants shall commence and
expire;
- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
- if applicable, a discussion of material United States federal income tax
considerations;
- the antidilution provisions of the warrants, if any;
- the redemption or call provisions, if any, applicable to the warrants; and
- any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.
-28-
PLAN OF DISTRIBUTION
We may sell the securities separately or together:
- through one or more underwriters or dealers in a public offering and sale
by them,
- directly to investors, or
- through agents.
We may describe the securities from time to time:
- in one or more transactions at a fixed price or prices, which may be
changed from time to time,
- at market prices prevailing at the times of sale,
- at prices related to such prevailing market prices, or
- at negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe how any
auction will determine the price or any other terms, how potential investors may
participate in the auction and the nature of the underwriters' obligations in
the related supplement to this prospectus.
Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of securities. These underwriters, dealers or agents
may be considered to be underwriters under the Securities Act of 1933, as
amended. As a result, discounts, commissions or profits on resale received by
the underwriters, dealers or agents may be treated as underwriting discounts and
commissions. The prospectus supplement will identify any such underwriter,
dealer or agent and describe any compensation received by them from us. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments made by the underwriters,
dealers or agents, under agreements between us and the underwriters, dealers and
agents.
We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection with the distribution.
All debt securities will be new issues of securities with no established
trading market. Underwriters involved in the public offering and sale of debt
securities may make a market in the debt securities. However, they are not
obligated to make a market and may discontinue market-making activity at any
time. No assurance can be given as to the liquidity of the trading market for
any debt securities.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.
-29-
LEGAL MATTERS
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, will pass upon the validity of the issuance of the securities
offered by this prospectus for us.
EXPERTS
Our consolidated financial statements and schedule at October 31, 2001 and
2000 and for the years then ended, appearing in our Annual Report on Form 10-K,
as amended January 30, 2002, for the year ended October 31, 2001, have been
audited by Ernst &Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
Our consolidated financial statements and schedule for the year ended
October 31, 1999 incorporated in this prospectus by reference to the Annual
Report on Form 10-K, as amended January 30, 2002, for the year ended
October 31, 2001, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements and schedule of Compaq Computer
Corporation at December 31, 2001 and 2000 and for each of the two years in the
period ended December 31, 2001, appearing in our Current Report on Form 8-K
dated February 14, 2002, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedule of Compaq Computer
Corporation for the year ended December 31, 1999 incorporated in this prospectus
by reference to Hewlett-Packard Company's Current Report on Form 8-K dated
February 14, 2002, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
-30-
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses, other than any underwriting
discount and commissions, in connection with the issuance and distribution of
the securities being registered. All amounts indicated are estimates (other than
the registration fee):
Registration fee............................................ $ 276,000
Trustee's fees and expenses................................. 25,000
Rating agency fee........................................... 125,000
Accounting fees and expenses................................ 75,000
Printing and engraving...................................... 200,000
Transfer agent and registrar fees and expenses.............. 25,000
Blue sky and legal investment fees and expenses............. 25,000
Legal fees and expenses of the registrant................... 300,000
Miscellaneous............................................... 50,000
----------
Total................................................... $1,101,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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.
Our certificate of incorporation contains a provision eliminating the
personal liability of our directors to HP or its shareowners for breach of
fiduciary duty as a director to the fullest extent permitted by applicable law.
Our bylaws provide for the mandatory indemnification of our directors and
officers to the maximum extent permitted by Delaware law. Our 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.
We refer you to the form of underwriting agreement filed as an exhibit to
this registration statement for certain provisions regarding indemnification of
our officers and directors by the underwriters.
II-1
ITEM 16. EXHIBITS
The following exhibits are filed with this registration statement or
incorporated by reference herein:
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement. (F)
3.1 Certificate of Incorporation. (1)
3.2 Amendment to the Certificate of Incorporation. (2)
3.3 Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock. (3)
3.4 Amended and Restated Bylaws. (4)
4.1 Form of Senior Indenture. (5)
4.2 Form of Subordinated Indenture.(6)
4.3 Form of Senior Debt Security (included in Exhibit 4.1).
4.4 Form of Subordinated Debt Security (included in
Exhibit 4.2).
4.5 Form of Certificate of Amendment. (7)
4.6 Form of Preferred Stock Certificate. (7)
4.7 Form of Deposit Agreement. (7)
4.8 Form of Depositary Receipt (included in Exhibit 4.7).
4.9 Form of Warrant Agreement. (7)
4.10 Form of Warrant Certificate. (7)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation. (F)
12.1 Computation of Ratio of Earnings to Fixed Charges. (F)
23.1 Consent of Ernst & Young LLP, independent auditors. (F)
23.2 Consent of Ernst & Young LLP, independent auditors. (F)
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants. (F)
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants. (F)
23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company. (See page II-6).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939. (F)
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939. (F)
------------------------
(F) Filed herewith.
(1) Incorporated by reference from exhibit 3(a) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended April 30, 1998.
(2) Incorporated by reference from exhibit 3(b) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended January 31, 2001.
(3) Incorporated by reference from Exhibit 3.4 to the registrant's registration
statement on Form 8-A dated September 4, 2001.
(4) Incorporated by reference from Exhibit 3.1 to the registrant's current
report on Form 8-K dated November 6, 2001.
(5) Incorporated by reference from Exhibit 4.1 to the registrant's registration
statement on Form S-3 dated March 17, 2000.
(6) Incorporated by reference from Exhibit 4.2 to the registrant's registration
statement on Form S-3 dated March 17, 2000.
(7) To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.
II-2
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended, (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in
clauses (i) and (ii) above shall not apply if the information required to be
included in a post-effective amendment by these clauses is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(2) The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(3) The undersigned registrant hereby undertakes (1) to use its best efforts
to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto, and (2) to file
an amendment to the registration statement reflecting the results
II-3
of the bidding, the terms of the reoffering and related matters to the extent
required by the applicable form, not later than the first use, authorized by the
issuer after the opening of bids, of a prospectus relating to the securities
offered at competitive bidding, unless no further public offering of such
securities by the issuer and no reoffering of such securities by the purchasers
is proposed to be made.
(4) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 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. In the event
that a claim for 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 the 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.
(5) The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on February 25, 2002.
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
--------------------------------------------
Charles N. Charnas
Assistant Secretary
II-5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ann O. Baskins and Charles N. Charnas, and each
of them individually, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments and registration statements filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and otherwise), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents the full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as full to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, on
February 25, 2002 this registration statement has been signed by the following
persons in the capacities indicated:
SIGNATURE TITLE DATE
---------------------------------------------- ------------------------------------------ -----------------
/s/ CARLETON S. FIORINA
--------------------------------------------- Chairman, President and Chief Executive February 25, 2002
Carleton S. Fiorina Officer (Principal Executive Officer)
/s/ ROBERT P. WAYMAN Vice President, Finance and Administration
--------------------------------------------- and Chief Financial Officer (Principal February 25, 2002
Robert P. Wayman Financial Officer) and Director
/s/ JON E. FLAXMAN
--------------------------------------------- Vice President and Controller (Principal February 25, 2002
Jon E. Flaxman Accounting Officer)
--------------------------------------------- Director
Philip M. Condit
/s/ PATRICIA C. DUNN
--------------------------------------------- Director February 25, 2002
Patricia C. Dunn
/s/ SAM GINN
--------------------------------------------- Director February 25, 2002
Sam Ginn
/s/ RICHARD A. HACKBORN
--------------------------------------------- Director February 25, 2002
Richard A. Hackborn
--------------------------------------------- Director
Walter B. Hewlett
/s/ DR. GEORGE A. KEYWORTH II
--------------------------------------------- Director February 25, 2002
Dr. George A. Keyworth II
/s/ ROBERT E. KNOWLING, JR.
--------------------------------------------- Director February 25, 2002
Robert E. Knowling, Jr.
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement. (F)
3.1 Certificate of Incorporation. (1)
3.2 Amendment to the Certificate of Incorporation. (2)
3.3 Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock. (3)
3.4 Amended and Restated Bylaws. (4)
4.1 Form of Senior Indenture. (5)
4.2 Form of Subordinated Indenture. (6)
4.3 Form of Senior Debt Security (included in Exhibit 4.1).
4.4 Form of Subordinated Debt Security (included in
Exhibit 4.2).
4.5 Form of Certificate of Amendment. (7)
4.6 Form of Preferred Stock Certificate. (7)
4.7 Form of Deposit Agreement. (7)
4.8 Form of Depositary Receipt (included in Exhibit 4.7).
4.9 Form of Warrant Agreement. (7)
4.10 Form of Warrant Certificate. (7)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation. (F)
12.1 Computation of Ratio of Earnings to Fixed Charges. (F)
23.1 Consent of Ernst & Young LLP, independent auditors. (F)
23.2 Consent of Ernst & Young LLP, independent auditors. (F)
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants. (F)
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants. (F)
23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company. (See page II-6).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939. (F)
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939. (F)
------------------------
(F) Filed herewith.
(1) Incorporated by reference from exhibit 3(a) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended April 30, 1998.
(2) Incorporated by reference from exhibit 3(b) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended January 31, 2001.
(3) Incorporated by reference from Exhibit 3.4 to the registrant's registration
statement on Form 8-A dated September 4, 2001.
(4) Incorporated by reference from Exhibit 3.1 to the registrant's current
report on Form 8-K dated November 6, 2001.
(5) Incorporated by reference from Exhibit 4.1 to the registrant's registration
statement on Form S-3 dated March 17, 2000.
(6) Incorporated by reference from Exhibit 4.2 to the registrant's registration
statement on Form S-3 dated March 17, 2000.
(7) To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.