SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
Hewlett-Packard Company
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.01 par value
(Title of Class of Securities)
428236103
(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)
Charles N. Charnas, Esq.
Acting General Counsel, Vice President and Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
(650) 857-1501
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copies to: |
||
| Paul T. Porrini, Esq. David K. Ritenour, Esq. Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 (650) 857-1501 |
Katharine A. Martin, Esq. David S. Thomas, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (650) 493-9300 |
|
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee |
|
|---|---|---|
| $5,509,673 | $590 | |
| Amount Previously Paid: | $590 | |
| Form or Registration No.: | 005-12061 | |
| Filing party: | Hewlett-Packard Company | |
| Date filed: | November 17, 2006 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: ý
This Amendment No. 5 (this "Amendment") amends the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Hewlett-Packard Company, a Delaware corporation ("Hewlett-Packard" or the "Company"), with the Securities and Exchange Commission on November 17, 2006 and amended on December 4, 2006, December 8, 2006, and December 15, 2006, relating to the offer by the Company (the "Offer") to amend certain options (the "Eligible Options") that have been granted under the Mercury Interactive Corporation Amended and Restated 1999 Stock Option Plan, the Mercury Interactive Corporation Amended and Restated 2000 Supplemental Stock Option Plan, and the Mercury Interactive Corporation 2001 Inland Revenue Approved Sub-Plan for United Kingdom Employees: (i) that were assumed by Hewlett-Packard in connection with the acquisition of Mercury Interactive Corporation, which was completed on November 6, 2006, (ii) that had original exercise prices per share that were less than the fair market value per share of the common stock underlying the option on the option's grant date, (iii) that were unvested, either in whole or in part, as of December 31, 2004, (iv) that are outstanding as of the last date on which the Offer remains open for acceptance, and (v) that are held by individuals who are subject to taxation in the United States and who remain employees or other service providers of the Company or its subsidiaries through the expiration of the Offer.
The Eligible Options may be amended pursuant to the terms and subject to the conditions set forth in: (i) the Offer to Amend the Exercise Price of Certain Options, dated November 17, 2006, as amended December 4, 2006, as further amended December 8, 2006 and December 15, 2006 (the "Offer to Amend"), (ii) the related e-mail to all eligible option holders from Tom Hogan, dated November 17, 2006, (iii) the Election Form, as amended, and (iv) the Withdrawal Form, as amended (collectively, the "Offer Documents"). The Offer Documents were filed with the Schedule TO as exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D), respectively.
The information in the Offer Documents, including all schedules and annexes thereto, is hereby expressly incorporated into this Amendment by reference to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended by adding the following sentences:
The Offer expired at 9:00 p.m., Pacific Time, on December 21, 2006. The Company has accepted for amendment options to purchase an aggregate of 512,590 shares of the Company's common stock. In connection with the surrender of those options for amendment, the Company has amended those options effective immediately following the expiration of the Offer and has issued promises to make cash payments in the aggregate amount of $1,029,573.52 in accordance with the terms of the Offer.
This Amendment No. 5 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to Schedule TO is true, complete and correct.
| HEWLETT-PACKARD COMPANY | |
/s/ CHARLES N. CHARNAS Charles N. Charnas Acting General Counsel, Vice President and Assistant Secretary |
Date: December 22, 2006
| Exhibit Number |
Description |
|
|---|---|---|
| (a)(1)(A) | Offer to Amend the Exercise Price of Certain Options, dated November 17, 2006, as amended December 4, 2006, as further amended December 8, 2006 and December 15, 2006* | |
| (a)(1)(B) | E-mail to all eligible option holders from Tom Hogan, dated November 17, 2006* | |
| (a)(1)(C) | Election form* | |
| (a)(1)(D) | Withdrawal form* | |
| (a)(1)(E) | Form of addendum* | |
| (a)(1)(F) | Form of amendment(s) to stock option agreements and promise to make cash payment* | |
| (a)(1)(G) | Form of acknowledgment of receipt of documents relating to the offer* | |
| (a)(1)(H) | Form of reminder e-mails* | |
| (a)(1)(I) | Option holder presentation materials* | |
| (a)(1)(J)(i) | Form of stock option agreement under the Mercury Interactive Corporation 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Mercury Interactive Corporation's Registration Statement on Form S-8 filed with the SEC on January 14, 2004)* | |
| (a)(1)(J)(ii) | Form of stock option agreement under the Mercury Interactive Corporation 2000 Supplemental Stock Option Plan (incorporated by reference to Exhibit 4.2 to Mercury Interactive Corporation's Registration Statement on Form S-8 filed with the SEC on February 28, 2001)* | |
| (a)(1)(J)(iii) | Form of stock option agreement under the Mercury Interactive Corporation 2001 Inland Revenue Approved Sub-Plan for United Kingdom Employees* | |
| (a)(1)(J)(iv) | Mercury Interactive Corporation 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Mercury Interactive Corporation's Registration Statement on Form S-8 filed with the SEC on January 14, 2004)* | |
| (a)(1)(J)(v) | Mercury Interactive Corporation 2000 Supplemental Stock Option Plan (incorporated by reference to Exhibit 4.2 to Mercury Interactive Corporation's Registration Statement on Form S-8 filed with the SEC on February 28, 2001)* | |
| (a)(1)(J)(vi) | Mercury Interactive Corporation 2001 Inland Revenue Approved Sub-Plan for United Kingdom Employees* | |
| (a)(1)(K) | Form of follow-up email to employees holding discounted stock options issued by Mercury Interactive Corporation* | |
| (a)(1)(L) | Form of follow-up email to employees holding discounted stock options issued by Mercury Interactive Corporation who have not completed an agreement to amend* | |
| (a)(1)(M) | Form of follow-up email to employees holding discounted stock options issued by Mercury Interactive Corporation describing certain amendments to the Offer* | |
| (a)(5)(A) | Transcript of employee briefing held on November 17, 2006* | |
| (b) | Not applicable | |
| (d)(1) | Agreement and Plan of Merger by and among Hewlett-Packard Company, Mars Landing Corporation and Mercury Interactive Corporation dated July 25, 2006 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 25, 2006)* | |
| (g) | Not applicable | |
| (h) | Not applicable |