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): AUGUST 31, 2001
HEWLETT-PACKARD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 1-4423 94-1081436
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3000 HANOVER STREET
PALO ALTO, CA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(650) 857-5020
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS
On August 31, 2001, the Board of Directors of Hewlett-Packard Company,
a Delaware corporation (the "Company"), declared a dividend of one (1) Preferred
Share Purchase Right (collectively, the "Rights") on each share of Common Stock,
par value $0.01 per share, of the Company ("Company Common Stock") outstanding
as of the close of business on September 17, 2001. The terms of the Rights are
governed by a Preferred Stock Rights Agreement, dated as of August 31, 2001 (the
"Rights Agreement"), between the Company and Computershare Investor Services,
LLC, a copy of which is attached as an exhibit to this Current Report on Form
8-K and is incorporated herein by reference.
On September 4, 2001, the Company entered into an Agreement and Plan
of Reorganization (the "Merger Agreement") by and among the Company, Heloise
Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Company ("Merger Sub"), and Compaq Computer Corporation, a Delaware
corporation ("Compaq"). Pursuant to the Merger Agreement, Merger Sub will be
merged with and into Compaq with Compaq continuing as the surviving
corporation and a wholly-owned subsidiary of the Company (the "Merger"). As a
result of the Merger, each issued and outstanding share of Common Stock, par
value $0.01 per share, of Compaq ("Compaq Common Stock") will be
automatically converted into the right to receive 0.6325 of a validly issued,
fully paid and nonassessable share (the "Exchange Ratio") of Company Common
Stock. In addition, the Company will assume all options or other rights to
purchase capital stock of Compaq outstanding under Compaq's existing stock
option plans, excluding Compaq's stock purchase plans, and each such option
or other right to purchase capital stock of Compaq will be or will later
become exercisable for shares of the Company Common Stock rather than shares
of Compaq Common Stock, in a number adjusted to reflect the Exchange Ratio,
and at an exercise price adjusted to reflect the Exchange Ratio. The
consummation of the Merger is subject to the approval of the stockholders of
the Company and Compaq, receipt of necessary approvals under United States
and applicable foreign antitrust laws, SEC clearance and other customary
closing conditions. The Merger is intended to be a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended. A copy
of the Merger Agreement is attached as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.
On September 3, 2001, the Company and Compaq issued a joint press
release announcing that the Company and Compaq had entered into the Merger
Agreement, and that the Board of Directors of the Company had declared a
dividend of the Rights and entered into the Rights Agreement. The joint press
release is attached as an exhibit to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated as of September
4, 2001, by and among Hewlett-Packard Company, a Delaware
corporation, Heloise Merger Corporation, a Delaware
corporation and direct wholly-owned subsidiary of
Hewlett-Packard Company, and Compaq Computer Corporation, a
Delaware corporation.
4.1 Preferred Stock Rights Agreement, dated as of August 31, 2001,
between Hewlett-Packard Company, a Delaware corporation, and
Computershare Investor Services, LLC.
99.1 Joint press release of Hewlett-Packard Company and Compaq
Computer Corporation, issued on September 3, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: September 4, 2001 By: /s/ Charles N. Charnas
-----------------------
Charles N. Charnas
Assistant Secretary
EXHIBIT INDEX
Exhibit
NUMBER
2.1 Agreement and Plan of Reorganization, dated as of September 4,
2001, by and among Hewlett-Packard Company, a Delaware corporation,
Heloise Merger Corporation, a Delaware corporation and direct wholly-
owned subsidiary of Hewlett-Packard Company, and Compaq Computer
Corporation, a Delaware corporation.
4.1 Preferred Stock Rights Agreement, dated as of August 31, 2001, between
Hewlett-Packard Company, a Delaware corporation, and Computershare
Investor Services, LLC.
99.1 Joint press release of Hewlett-Packard Company and Compaq Computer
Corporation, issued on September 3, 2001.
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