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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
JUNE 18, 2002
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 (I.R.S. Employer
of incorporation) Number) Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
(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
This Current Report on Form 8-K relates to the merger (the "Merger"),
the effective date of which was May 3, 2002 (the "Effective Time") between
Heloise Merger Corporation (the "Merger Sub"), a wholly-owned subsidiary of
Hewlett-Packard Company ("HP"), with and into Compaq Computer Corporation
("Compaq"), pursuant to the Agreement and Plan of Reorganization dated as of
September 4, 2001 (the "Merger Agreement") by and among HP, Compaq and the
Merger Sub.
At the Effective Time, Merger Sub was merged with and into Compaq
with Compaq continuing as the surviving corporation and a wholly-owned
subsidiary of HP. Pursuant to the Merger Agreement, as a result of the Merger,
each share of Compaq common stock outstanding at the effective time of the
Merger was converted into the right to receive 0.6325 of a share of HP common
stock. In addition, upon completion of the Merger, HP assumed outstanding stock
appreciation rights and options to purchase shares of Compaq common stock, each
at the exchange ratio referred to in the preceding sentence, and HP assumed
certain Compaq stock plans.
Following consummation of the Merger, Compaq's common stock was
delisted from the New York Stock Exchange. HP common stock now trades on the New
York Stock Exchange and the Pacific Exchange under the symbol "HPQ."
The issuance of HP common stock under the Merger Agreement as described
above was registered under the Securities Act of 1933, as amended, pursuant to
HP's registration statement on Form S-4 (File No. 333-73454) filed with the
Securities and Exchange Commission (the "Commission") and declared effective on
February 5, 2002, and HP's post-effective amendment to the registration
statement on Form S-4 filed with the Commission pursuant to Rule 462(d), which
became effective immediately upon filing on February 5, 2002. The Joint Proxy
Statement/Prospectus of HP and Compaq included in the registration statement on
Form S-4 contains additional information about the Merger. A copy of the Merger
Agreement is attached as Exhibit 2.1 to HP's Current Report on Form 8-K filed
with the Commission on September 4, 2001.
This Current Report on Form 8-K attaches hereto as Exhibit 99.1 and
incorporates by reference herein HP's unaudited pro forma condensed combined
consolidated balance sheet as of April 30, 2002, and unaudited pro forma
condensed combined consolidated statements of earnings for the six months
ended April 30, 2002 and the year ended October 31, 2001, giving effect to
the Merger as a purchase of Compaq by HP in accordance with Article 11 of
Regulation S-X (17 C.F.R. Section 210.11 (2000)).In addition, this Current
Report on Form 8-K attaches hereto as Exhibit 99.2 and incorporates by
reference herein certain summary information obtained from a document
entitled: "HP Product Roadmaps" dated May 7, 2002.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
The definitive Joint Proxy Statement/Prospectus and other relevant
materials, and any other documents filed by HP or Compaq with the Commission,
may be obtained free of charge at the Commission's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the Commission by HP and Compaq by contacting HP Investor Relations,
3000 Hanover Street, Palo Alto, California 94304, 650-857-1501.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are being filed with this report:
99.1 HP's unaudited pro forma condensed combined consolidated
balance sheet as of April 30, 2002, and unaudited pro forma
condensed combined consolidated statements of earnings for the
six months ended April 30, 2002 and the year ended October 31,
2001, giving effect to the Merger as a purchase of Compaq by
HP using the purchase method of accounting.
99.2 Selected summary information obtained from a document entitled:
"HP Product Roadmaps" dated May 7, 2002.
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: June 18, 2002 By: /s/ CHARLES N. CHARNAS
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Name: Charles N. Charnas
Title: Assistant Secretary
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JUNE 18, 2002
Exhibit Description
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99.1 HP's unaudited pro forma condensed combined
consolidated balance sheet as of April 30, 2002 and
unaudited pro forma condensed combined consolidated
statements of earnings for the six months ended April
30, 2002 and the year ended October 31, 2001, giving
effect to the Merger as a purchase of Compaq by HP
using the purchase method of accounting.
99.2 Selected summary information obtained from a document
entitled: "HP Product Roadmaps" dated May 7, 2002.