<PAGE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
----------------
Shopping.com
(Name of Issuer)
----------------
Common Stock, no par value
(Title of Class of Securities)
----------------
82509Q-10-6
(CUSIP Number of Class of Securities)
----------------
Thomas C. Siekman
Senior Vice President, General Counsel and Secretary
Compaq Computer Corporation
20555 State Highway 249
Houston, Texas 77070
(281) 370-0670
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
Copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 220
Palo Alto, CA 94301
Telephone: (650) 470-4500
Facsimile: (650) 470-4570
January 11, 1999
(Date of Event Which Requires Filing of Statement on Schedule 13D)
----------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following
box: [_]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 82509Q-10-6
NAMES OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
1.
Compaq Interests, Inc. (76-0550398)
- - --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- - --------------------------------------------------------------------------------
SEC USE ONLY
3.
- - --------------------------------------------------------------------------------
SOURCES OF FUNDS AF
4.
- - --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- - --------------------------------------------------------------------------------
7. SOLE VOTING POWER
None
NUMBER OF --------------------------------------------------
SHARES
8.
BENEFICIALLY SHARED VOTING POWER
OWNED BY 14,020,120 See Item 4
--------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
--------------------------------------------------
WITH
10. SHARED DISPOSITIVE POWER
None
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
14,020,120 See Item 4
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
12.
[_]
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.
56.0%
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
CO
2
<PAGE>
CUSIP No. 82509Q-10-6
NAMES OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
1.
Compaq Computer Corporation
- - --------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- - --------------------------------------------------------------------------------
SEC USE ONLY
3.
- - --------------------------------------------------------------------------------
SOURCES OF FUNDS WC
4.
- - --------------------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- - --------------------------------------------------------------------------------
7. SOLE VOTING POWER
None
NUMBER OF --------------------------------------------------
SHARES
8.
BENEFICIALLY SHARED VOTING POWER
OWNED BY 14,014,120 See Item 4
--------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
--------------------------------------------------
WITH
10. SHARED DISPOSITIVE POWER
None
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
14,014,120 See Item 4
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
12.
[_]
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.
56.1%
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
CO
3
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement" or the "Schedule 13D")
relates to the common stock, no par value (the "Shares"), of Shopping.com, a
California corporation (the "Company"). The address of the Company's principal
executive offices is 2101 East Coast Highway, Garden Level, Corona Del Mar,
California, 92625.
Item 2. Identity and Background.
(a)--(c), (f) This Statement is being filed by Compaq Computer Corporation,
a Delaware corporation ("Parent"), and Compaq Interests, Inc., a Delaware
corporation ("Purchaser"), and an indirect, wholly owned subsidiary of Parent.
The information set forth in the "INTRODUCTION" and "Section 9--Certain
Information Concerning Parent and Purchaser" of Purchaser's Offer to Purchase,
dated as of January 15, 1999 (the "Offer to Purchase"), is incorporated herein
by reference. The name, business address, present principal occupation or
employment, the material occupations, positions, offices or employments for
the past five years and citizenship of each director and executive officer of
Parent and Purchaser and the name, principal business and address of any
corporation or other organization in which such occupations, positions,
offices and employments are or were carried on are set forth in Schedule I of
the Offer to Purchase and are incorporated herein by reference.
(d)--(e) During the past five years, neither Purchaser nor Parent nor, to
the best knowledge of Purchaser and Parent, any of the persons listed in
Schedule I of the Offer to Purchase have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in "Section 10--Source and Amount of Funds" of the
Offer to Purchase is incorporated herein by reference.
Item 4. Purpose of the Transaction.
(a)--(g), (j) The information set forth in the "INTRODUCTION," "Section 11--
Background of the Offer; Purpose of the Offer and the Merger; The Merger
Agreement and Certain Other Agreements" and "Section 12--Plans for the
Company; Other Matters" of the Offer to Purchase is incorporated herein by
reference.
(h)--(i), (j) The information set forth in the "Section 7--Effect of the
Offer on the Market for the Shares; Stock Listing; Exchange Act Registration;
Margin Regulations" of the Offer to Purchase is incorporated herein by
reference.
Except as set forth in this Item 4, neither Parent nor Purchaser has any
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The information set forth in "Section 9--Certain Information Concerning
Parent and Purchaser" and "Section 11--Background of the Offer; Purpose of the
Offer and the Merger; The Merger Agreement and Certain Other Agreements" of
the Offer to Purchase is incorporated herein by reference.
(b) The number of Shares of the Company beneficially owned by each of Parent
and Purchaser: (i) with respect to which there is sole voting power is none,
(ii) with respect to which there is shared voting power is 14,014,120, (iii)
with respect to which there is sole dispositive power is none, and (iv) with
respect to which there is shared dispositive power is none.
4
<PAGE>
(c) Except as set forth in Item 4, neither Parent nor Purchaser has effected
any transactions in the Shares during the past 60 days.
(d)--(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth in the "INTRODUCTION," "Section 9--Certain
Information Concerning Parent and Purchaser," "Section 10--Source and Amount
of Funds," "Section 11--Background of the Offer; Purpose of the Offer and the
Merger; The Merger Agreement and Certain Other Agreements," "Section 12--Plans
for the Company; Other Matters" and "Section 16--Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The following documents are incorporated by reference from the Schedule 14D-
1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc.
on January 15, 1999.
<TABLE>
<C> <S>
(a)(1) Offer to Purchase, dated January 15, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
(a)(4) Letter to Clients.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Parent, dated January 11, 1999.
(a)(8) Form of Summary Advertisement, dated January 15, 1999.
(a)(9) Fairness Opinion of Trautman Kramer & Company, dated January 11, 1999.
(c)(1) Agreement and Plan of Merger, dated January 11, 1999, by and between
Parent and the Company.
(c)(2) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Robert McNulty.
(c)(3) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Cyber Depot.
(c)(4) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Kipling Isle.
(c)(5) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Paul Hill.
(c)(6) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Ed Bradley.
(c)(7) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Mark Winkler.
(c)(8) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Kristine Webster.
(c)(9) Shareholder Agreement, dated January 11, 1999, by and between Parent
and John Markley.
(c)(10) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Frank Denny.
(c)(11) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Pat Demicco.
(c)(12) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Randy Read.
(c)(13) Stock Option Agreement, dated January 11, 1999, by and between Parent
and the Company.
(d) None
(e) Not applicable.
(f) None.
</TABLE>
5
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 15, 1999
Compaq Computer Corporation
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 15, 1999
Compaq Interests, Inc.
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: President
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
-------- -------
<C> <S>
*(a)(1) Offer to Purchase, dated January 15, 1999.
*(a)(2) Letter of Transmittal.
*(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
*(a)(4) Letter to Clients.
*(a)(5) Notice of Guaranteed Delivery.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(7) Press Release issued by Parent, dated January 11, 1999.
*(a)(8) Form of Summary Advertisement, dated January 15, 1999.
*(a)(9) Fairness Opinion of Trautman Kramer & Company, dated January 11,
1999.
*(c)(1) Agreement and Plan of Merger, dated January 11, 1999, by and between
Parent and the Company.
*(c)(2) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Robert McNulty.
*(c)(3) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Cyber Depot.
*(c)(4) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Kipling Isle.
*(c)(5) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Paul Hill.
*(c)(6) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Ed Bradley.
*(c)(7) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Mark Winkler.
*(c)(8) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Kristine Webster.
*(c)(9) Shareholder Agreement, dated January 11, 1999, by and between Parent
and John Markley.
*(c)(10) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Frank Denny.
*(c)(11) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Pat Demicco.
*(c)(12) Shareholder Agreement, dated January 11, 1999, by and between Parent
and Randy Read.
*(c)(13) Stock Option Agreement, dated January 11, 1999, by and between Parent
and the Company.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
- - --------
* Incorporated by reference from the Schedule 14D-1 Tender Offer Statement
filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by
Compaq Computer Corporation and Compaq Interests, Inc. on January 15, 1999.
8
