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): SEPTEMBER 6, 2001
HEWLETT-PACKARD COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 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) 857-1501
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On September 6, 2001, Hewlett-Packard Company, a Delaware
corporation (the "Company"), entered into an Offer Agreement (the "Offer
Agreement") with Indigo N.V., a corporation organized under the laws of The
Netherlands ("Indigo"). Under the terms of the Offer Agreement, the Company,
as promptly as practicable after the date of the Offer Agreement, will
commence an exchange offer to acquire all of the outstanding common shares,
par value NLG 0.04 per share, of Indigo not already owned by Hewlett-Packard
Europe B.V. (the "Common Shares") in exchange for a combination of shares of
the Company's common stock and non-transferable contingent value rights
(CVRs) entitling the holder thereof to a contingent cash payment based upon
Indigo's achievement of certain revenue milestones, upon the terms and
conditions set forth in the Offer Agreement (the "Offer"). In exchange for
each Company Share, shareholders of Indigo will receive either (i) $7.50 in
common stock of the Company or (ii) $6.00 in common stock of the Company and
one CVR entitling its holder to a cash payment of as much as $4.50 in the
event Indigo achieves $1.6 billion in revenue over a three-year post-closing
period (with the amount of such payment decreasing linearly to zero as such
three-year revenue decreases to $1.0 billion). The Company's common stock to
be issued in each case will be determined based on the average closing sales
price during the period of 20 consecutive trading days ending 3 trading days
prior to the the date and time at which the Company initially accepts for
payment Company Shares tendered in the Offer, with the average trading price
to be used in such calculation to be not less than $16.69 or more than
$23.68. The Offer Agreement calls for the Company to issue equal quantities
of each consideration alternative. The consummation of the transactions
contemplated by the Offer Agreement is subject to approval under United
States and other applicable foreign antitrust or competition laws and other
customary closing conditions. A copy of the Offer Agreement is attached as an
exhibit to this Current Report on Form 8-K.
On September 6, 2001, the Company and Indigo issued a joint press
release announcing that the Company and Indigo had entered into the Offer
Agreement. The joint press release is attached as an exhibit to this Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Offer Agreement, dated as of September 6, 2001, by and
among Hewlett-Packard Company, a Delaware corporation, and
Indigo N.V., a corporation organized under the laws of The
Netherlands. Pursuant to Regulation S-K 601(b)(2), exhibits
to the Offer Agreement are not included in the document
attached. Copies of these exhibits to the Offer Agreement
are available for review at Hewlett-Packard Company's
principal executive offices located at 3000 Hanover Street,
Palo Alto, CA 94304.
99.2 Joint press release of Hewlett-Packard Company and Indigo
N.V., issued on September 6, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 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 6, 2001 By: /s/ Charles N. Charnas
--------------------------------
Charles N. Charnas
Assistant Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER
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99.1 Offer Agreement, dated as of September 6, 2001, by and between
Hewlett-Packard Company, a Delaware corporation, and Indigo
N.V., a corporation organized under the laws of The
Netherlands. Pursuant to Regulation S-K 601(b)(2), exhibits to
the Offer Agreement are not included in the document attached.
Copies of these exhibits to the Offer Agreement are available
for review at Hewlett-Packard Company's principal executive
offices located at 3000 Hanover Street, Palo Alto, CA 94304.
99.2 Joint press release of Hewlett-Packard Company and Indigo
N.V., issued on September 6, 2001.
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