SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 15, 2001
Hewlett-Packard Company
(Exact name of Registrant as specified in its charter)
Delaware 1-4423 94-1081436
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3000 Hanover Street
Palo Alto, CA 94304
(Address of Principal Executive Offices)
(650) 857-1501
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On November 15, 2001, Hewlett-Packard Company, a Delaware corporation
("HP"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 (the "Registration Statement") in connection with the
proposed business combination of HP and Compaq Computer Corporation, a Delaware
corporation ("Compaq"), by means of a merger of a wholly-owned subsidiary of HP
with and into Compaq (the "Merger"). Risk factors relating to the Merger and the
combined company following the Merger are included in the Registration Statement
and are attached hereto as Exhibit 99.1 and incorporated by reference herein.
Unaudited pro forma financial information of HP giving effect to the Merger as a
purchase of Compaq by HP using the purchase method of accounting is included in
the Registration Statement and is attached hereto as Exhibit 99.2 and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Cautionary Statement Regarding Forward-Looking Information and
Risk Factors relating to the Merger and the combined company
following the Merger that are included in a Registration
Statement on Form S-4 filed by HP with the Securities and
Exchange Commission on November 15, 2001 in connection with the
proposed Merger.
Exhibit 99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements of HP and Comparative Historical and Pro Forma Per
Share Data giving effect to the Merger as a purchase of Compaq by
HP using the purchase method of accounting that are included in a
Registration Statement on Form S-4 filed by HP with the
Securities and Exchange Commission on November 15, 2001 in
connection with the proposed Merger and related explanatory note.
Additional Information about the Merger and Where to Find It
On November 15, 2001, HP filed a Registration Statement with the SEC containing
the preliminary joint proxy statement/prospectus regarding the Merger. Investors
and security holders of HP and Compaq are urged to read the preliminary joint
proxy statement/prospectus filed with the SEC on November 15, 2001 and the
definitive joint proxy statement/prospectus when it becomes available and any
other relevant materials filed by HP or Compaq with the SEC because they
contain, or will contain, important information about HP, Compaq and the Merger.
The definitive joint proxy statement/prospectus will be sent to the security
holders of HP and Compaq seeking their approval of the proposed transaction. The
preliminary joint proxy statement/prospectus filed with the SEC on November 15,
2001, the definitive joint proxy statement/prospectus and other relevant
materials (when they become available), and any other documents filed by HP or
Compaq with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by HP by contacting HP Investor Relations,
3000 Hanover Street, Palo Alto, California 94304, 650-857-1501. Investors and
security holders may obtain free copies of the documents filed with the SEC by
Compaq by contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, 800-433-2391. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus and any other relevant materials
when they become available before making any voting or investment decision with
respect to the Merger.
HP, Carleton S. Fiorina, HP's Chairman of the Board and Chief Executive Officer,
Robert P. Wayman, HP's Executive Vice President and Chief Financial Officer, and
certain of HP's other executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of HP and
Compaq in favor of the Merger. The other executive officers and directors of HP
who may be participants in the solicitation of proxies in connection with the
Merger have not been determined as of the date of this filing. A description of
the interests of Ms. Fiorina, Mr. Wayman and HP's other executive officers and
directors in HP is set forth in the proxy statement for HP's 2001 Annual Meeting
of Stockholders, which was filed with the SEC on January 25, 2001. Investors and
security holders may obtain more detailed information regarding the direct and
indirect interests of Ms. Fiorina, Mr. Wayman and HP's other executive officers
and directors in the Merger by reading the preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001, and the definitive
joint proxy statement/prospectus when it becomes available.
Compaq and Michael D. Capellas, Compaq's Chairman and Chief Executive Officer,
and certain of Compaq's other executive officers and directors may be deemed to
be participants in the solicitation of proxies from the stockholders of Compaq
and HP in favor of the Merger. The other executive officers and directors of
Compaq who may be participants in the solicitation of proxies in connection with
the Merger have not been determined as of the date of this filing. A description
of the interests of Mr. Capellas and Compaq's other executive officers and
directors in Compaq to set forth in the proxy statement for Compaq's 2001 Annual
Meeting of Stockholders, which was filed with the SEC on March 12, 2001.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Mr. Capellas and Compaq's other executive
officers and directors in the Merger by reading the preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001 and the definitive
joint proxy statement/prospectus when it becomes available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: November 15, 2001 By: /s/ CHARLES N. CHARNAS
-----------------------------------
Charles N. Charnas
Assistant Secretary and
Senior Managing Counsel
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Exhibit Description
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99.1 Cautionary Statement Regarding Forward-Looking
Information and Risk Factors relating to the Merger and
the combined company following the Merger that are
included in a Registration Statement on Form S-4 filed
by HP with the Securities and Exchange Commission on
November 15, 2001 in connection with the proposed
Merger.
99.2 Unaudited Pro Forma Condensed Combined Consolidated
Financial Statements of HP and Comparative Historical
and Pro Forma Per Share Data giving effect to the Merger
as a purchase of Compaq by HP using the purchase method
of accounting that are included in a Registration
Statement on Form S-4 filed by HP with the Securities
and Exchange Commission on November 15, 2001 in
connection with the proposed Merger, and related
explanatory note.
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