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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 12, 2002
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Date of Report (Date of Earliest Event Reported)
Hewlett-Packard Company
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(Exact name of registrant as specified in its charter)
Delaware 1-4423 94-1081436
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3000 Hanover Street, Palo Alto, CA 94304
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(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 19, 2002, Hewlett-Packard Company ("HP") held a Special Meeting of HP
Shareowners (the "Special Meeting") to vote upon a proposal to approve the
issuance of shares of HP common stock in connection with the merger of a
wholly-owned subsidiary of HP with and into Compaq (the "Merger Proposal").
On April 10, 2002 HP received a subpoena to produce information from the U.S.
Attorney's Office for the Southern District of New York concerning the voting
by each of Deutsche Bank and Northern Trust and their respective affiliated
parties in connection with the Merger Proposal. We understand that this
inquiry is in response to press accounts concerning the vote on the Merger
Proposal at the Special Meeting.
Separately, HP has been contacted informally by the San Francisco District
Office of the United U.S. Securities and Exchange Commission (the "SEC")
requesting the voluntary provision of documents and related information
concerning HP's relationships and communications with Deutsche Bank and
affiliated parties generally and communications regarding the solicitation of
votes from Deutsche Bank and affiliated parties in connection with the Merger
Proposal. The SEC has advised us that this inquiry should not be construed as
an indication by the SEC or its staff that any violations of law have
occurred, nor should it be considered a reflection upon any person, entity,
or security.
HP is cooperating fully with both inquiries.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
On February 5, 2002, HP filed a registration statement with the SEC
containing a definitive joint proxy statement/prospectus regarding the merger
and the Merger Proposal. Investors and security holders of HP and Compaq are
urged to read the definitive joint proxy statement/prospectus filed with the
SEC on February 5, 2002 and any other relevant materials filed by HP or
Compaq with the SEC because they contain, or will contain, important
information about HP, Compaq, the merger and the Merger Proposal. 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.
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: April 12, 2002 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary