AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2002
REGISTRATION NO. 333-86378
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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)
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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
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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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. MARTIN W. KORMAN, ESQ.
MELANIE D. VINSON, ESQ. BRADLEY L. FINKELSTEIN, ESQ.
HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI
3000 HANOVER STREET PROFESSIONAL CORPORATION
PALO ALTO, CA 94304 650 PAGE MILL ROAD
(650) 857-1501 PALO ALTO, CA 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, 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
======================================= ============== ============================ ====================== =========================
AMOUNT TO BE PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF REGISTRATION
BE REGISTERED (1) OFFERING PRICE PER UNIT PRICE FEE
======================================= ============== ============================ ====================== =========================
Common Stock, par value $0.01 per
share (2) 21,126,566 (3) $2.50 to $74.61 $656,824,760 $60,428 (4)(5)
--------------------------------------- -------------- ---------------------------- ---------------------- -------------------------
(1) This registration statement shall also cover any additional shares of our
common stock which become issuable under the rights to purchase HP stock by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without our receipt of consideration that
results in an increase in the number of the outstanding shares of our
common stock.
(2) Each share of common stock includes a right to purchase one one-thousandth
of a share of Series A Participating Preferred Stock.
(3) Represents the estimated maximum number of shares of common stock of the
Registrant to be issued upon the exercise of options and other rights to
acquire common stock of former employees and directors of Compaq Computer
Corporation ("Compaq") following the completion of the merger of a
wholly-owned subsidiary of the Registrant with and into Compaq (the
"Merger") based on the issuance of 0.6325 of a share of the Registrant's
common stock for one share of common stock of Compaq that the options and
rights were exercisable for immediately prior to the completion of the
Merger.
(4) Calculated solely for purposes of this offering under Rule 457(g) of the
Securities Act of 1933, as amended.
(5) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL 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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This amendment is being filed solely to file certain exhibits
previously omitted. No changes have been made to Part I or Part II of this
registration statement, other than Item 16 (Exhibits) of Part II. In particular,
there have been no changes to Item 14 (Other Expenses of Issuance and
Distribution), Item 15 (Indemnification of Directors and Officers) or Item 17
(Undertakings) of Part II. Accordingly, Part I is not being filed herewith. Part
II is being filed in its entirety, as amended.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses, in connection with the
issuance and distribution of the securities being registered. All amounts
indicated are estimates (other than the registration fee):
Registration fee..................................... $ 60,428
Accounting fees and expenses......................... 60,000
Printing and engraving............................... 10,000
Transfer agent fees.................................. 15,000
Legal fees and expenses of the registrant............ 50,000
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Total......................................... $ 195,428
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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.
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ITEM 16. EXHIBITS
The following exhibits are filed with this registration statement or
incorporated by reference herein:
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------
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)
3.5 Amendment to Bylaws.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation. (5)
10.1 Compaq Computer Corporation 2001 Stock Option Plan.
10.2 Compaq Computer Corporation 1998 Stock Option Plan.
10.3 Compaq Computer Corporation 1995 Equity Incentive Plan.
10.4 Compaq Computer Corporation 1989 Equity Incentive Plan.
10.5 Compaq Computer Corporation Nonqualified Stock Option Plan
for Non-Employee Directors.
10.6 Compaq Computer Corporation 1985 Stock Option Plan.
10.7 Compaq Computer Corporation 1985 Executive and Key Employee
Stock Option Plan.
10.8 Compaq Computer Corporation 1985 Nonqualified Stock Option
Plan.
10.9 Compaq Computer Corporation 1998 Former Nonemployee
Replacement Option Plan.
10.10 Amendment of Compaq Computer Corporation 1985 Stock Option
Plan.
10.11 Amendment of Compaq Computer Corporation Non-Qualified
Stock Option Plan for Non-Employee Directors.
10.12 Amendment of Compaq Computer Corporation 1985 Executive
and Key Employee Stock Option Plan.
10.13 Amendment of Compaq Computer Corporation 1985
Non-Qualified Stock Option Plan.
23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1). (5)
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company. (5)
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(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) Previously filed.
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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) 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,
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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 Act and will be governed by the final adjudication of
such issue.
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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 Amendment No. 1 to the registrant's registration statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on April 18, 2002.
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
---------------------------------
Charles N. Charnas
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, on April 18, 2002 this Amendment No. 1 to the registrant's
registration statement on Form S-3 has been signed by the following persons
in the capacities indicated:
SIGNATURE TITLE
------------------------------- ----------------------------------------
* Chairman, President and Chief Executive
------------------------------- Officer (Principal Executive Officer)
Carleton S. Fiorina
* Vice President, Finance and
------------------------------- Administration and Chief Financial
Robert P. Wayman Officer (Principal Financial Officer)
and Director
* Vice President and Controller (Principal
------------------------------- Accounting Officer)
Jon E. Flaxman
------------------------------- Director
Philip M. Condit
* Director
-------------------------------
Patricia C. Dunn
* Director
-------------------------------
Sam Ginn
* Director
-------------------------------
Richard A. Hackborn
Director
-------------------------------
Walter B. Hewlett
Director
-------------------------------
Dr. George A. Keyworth II
* Director
-------------------------------
Robert E. Knowling, Jr.
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*By: /s/ Charles N. Charnas
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Charles N. Charnas
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------
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)
3.5 Amendment to Bylaws.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation. (5)
10.1 Compaq Computer Corporation 2001 Stock Option Plan.
10.2 Compaq Computer Corporation 1998 Stock Option Plan.
10.3 Compaq Computer Corporation 1995 Equity Incentive Plan.
10.4 Compaq Computer Corporation 1989 Equity Incentive Plan.
10.5 Compaq Computer Corporation Nonqualified Stock Option Plan
for Non-Employee Directors.
10.6 Compaq Computer Corporation 1985 Stock Option Plan.
10.7 Compaq Computer Corporation 1985 Executive and Key Employee
Stock Option Plan.
10.8 Compaq Computer Corporation 1985 Nonqualified Stock Option
Plan.
10.9 Compaq Computer Corporation 1998 Former Nonemployee
Replacement Option Plan.
10.10 Amendment of Compaq Computer Corporation 1985 Stock Option
Plan.
10.11 Amendment of Compaq Computer Corporation Non-Qualified
Stock Option Plan for Non-Employee Directors.
10.12 Amendment of Compaq Computer Corporation 1985 Executive
and Key Employee Stock Option Plan.
10.13 Amendment of Compaq Computer Corporation 1985
Non-Qualified Stock Option Plan.
23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1). (5)
24.1 Power of Attorney of certain directors and officers of
Hewlett-Packard Company. (5)
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(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) Previously filed.