As filed with the Securities and Exchange Commission on February 5, 2002
Registration No. 333-73454
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HEWLETT-PACKARD COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 3570 94-1081436
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
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3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Carleton S. Fiorina
Chairman of the Board and Chief Executive Officer
HEWLETT-PACKARD COMPANY
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies to:
Ann O. Baskins, Esq. Larry W. Sonsini, Esq. Michael D. Capellas
Charles N. Charnas, Esq. Martin W. Korman, Esq. Chairman of the Board and
Melanie D. Vinson, Esq. Robert D. Sanchez, Esq. Chief Executive Officer
Matthew L. Jacobson, Esq. WILSON SONSINI GOODRICH & ROSATI COMPAQ COMPUTER
HEWLETT-PACKARD COMPANY PROFESSIONAL CORPORATION CORPORATION
3000 Hanover Street 650 Page Mill Road 20555 SH 249
Palo Alto, California 94304 Palo Alto, California 94304 Houston, Texas 77070
(650) 857-1501 (650) 493-9300 (281) 514-8705
Thomas C. Siekman, Esq. Roger S. Aaron, Esq. Kenton J. King, Esq.
Linda S. Auwers, Esq. SKADDEN, ARPS, SLATE, Celeste E. Greene, Esq.
James P. Shaughnessy, Esq. MEAGHER & FLOM LLP SKADDEN, ARPS, SLATE,
COMPAQ COMPUTER Four Times Square MEAGHER & FLOM LLP
CORPORATION New York, New York 10036 525 University Avenue
20555 SH 249 (212) 735-3000 Suite 1100
Houston, Texas 77070 Palo Alto, California 94301
(281) 514-8705 (650) 470-4500
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Approximate date of commencement of proposed sale to the public: Upon
completion of the merger described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-73454
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This Post-Effective Amendment No. 1 is being filed solely to file Exhibit
99.1, the Form of Proxy for the registrant, as amended. No changes have been
made to Part I or Part II of this registration statement, other than Item 21
(Exhibits and Financial Statement Schedules) of Part II. In particular, there
have been no changes to Item 20 (Indemnification of Officers and Directors) or
Item 22 (Undertakings) of Part II. Accordingly, Part I is not being filed
herewith. Part II is being filed in its entirety, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State of Delaware
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act of 1933. HP's certificate of incorporation contains a provision eliminating
the personal liability of its directors to the company or its shareowners for
breach of fiduciary duty as a director to the fullest extent permitted by
applicable law. HP's bylaws provide for the mandatory indemnification of our
directors and officers to the maximum extent permitted by Delaware law. HP's
bylaws also provide (i) that we may expand the scope of the indemnification by
individual contracts with our directors and officers, and (ii) that we shall
not be required to indemnify any director or officer unless the indemnification
is required by law, if the proceeding in which indemnification is sought was
brought by a director or officer, it was authorized in advance by our board of
directors, the indemnification is provided by us, in our sole discretion
pursuant to powers vested in us under the Delaware law, or the indemnification
is required by individual contract. In addition, our bylaws give us the power
to indemnify our employees and agents to the maximum extent permitted by
Delaware law.
Item 21. Exhibits and Financial Statement Schedules
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated as of September 4, 2001, by and among the registrant,
Heloise Merger Corporation and Compaq Computer Corporation, previously filed.
5.1 Legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously filed.
8.1 Tax opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously filed.
8.2 Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP, previously filed.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1
and 8.1), previously filed.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2), previously filed.
23.3 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.4 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
24.1 Power of Attorney, previously filed.
99.1 Form of Proxy for the registrant, filed herewith.
99.2 Form of Proxy for Compaq Computer Corporation, previously filed.
II-1
Exhibit
Number Exhibit Description
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99.3 Opinion of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.4 Opinion of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.5 Consent of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.6 Consent of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.7 Consent of Michael D. Capellas to be named as a director of the registrant upon completion of the
merger, previously filed.
Item 22. Undertakings
The undersigned registrant hereby undertakes:
(1) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference into this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(2) insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 20 above, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. If
a claim of indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue;
(3) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
Form S-4, within one business day of receipt of any such request, and to
send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed after the
effective date of the registration statement through the date of responding
to such request; and
(4) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Post-Effective Amendment No. 1 to the registrant's registration
statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Palo Alto, State of California, on February 5,
2002.
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
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Name: Charles N. Charnas
Title: Assistant Secretary and Senior Managing
Counsel
II-3
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registrant's registration statement on
Form S-4 has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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* Chairman of the Board, President February 5, 2002
--------------------------------- and Chief Executive Officer
Carleton S. Fiorina (Principal Executive Officer)
* Executive Vice President, Finance February 5, 2002
--------------------------------- and Administration, Chief
Robert P. Wayman Financial Officer and Director
(Principal Financial Officer)
* Vice President and Controller February 5, 2002
--------------------------------- (Principal Accounting Officer)
Jon E. Flaxman
* Director February 5, 2002
---------------------------------
Philip M. Condit
* Director February 5, 2002
---------------------------------
Patricia C. Dunn
* Director February 5, 2002
---------------------------------
Sam Ginn
* Director February 5, 2002
---------------------------------
Richard A. Hackborn
--------------------------------- Director
Walter B. Hewlett
* Director February 5, 2002
---------------------------------
George A. Keyworth II
* Director February 5, 2002
---------------------------------
Robert E. Knowling, Jr.
*By: /s/ CHARLES N. CHARNAS
---------------------------------
Charles N. Charnas
(Attorney-in-fact)
II-4
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated as of September 4, 2001, by and among the registrant,
Heloise Merger Corporation and Compaq Computer Corporation, previously filed.
5.1 Legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously filed.
8.1 Tax opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, previously filed.
8.2 Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP, previously filed.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1
and 8.1), previously filed.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2), previously filed.
23.3 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.4 Consent of Ernst & Young LLP, Independent Auditors, previously filed.
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants, previously filed.
24.1 Power of Attorney, previously filed.
99.1 Form of Proxy for the registrant, filed herewith.
99.2 Form of Proxy for Compaq Computer Corporation, previously filed.
99.3 Opinion of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.4 Opinion of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.5 Consent of Goldman, Sachs & Co., financial advisor to the registrant, previously filed.
99.6 Consent of Salomon Smith Barney, Inc., financial advisor to Compaq Computer Corporation,
previously filed.
99.7 Consent of Michael D. Capellas to be named as a director of the registrant upon completion of the
merger, previously filed.