UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Exact name of issuer as specified in its charter:
HEWLETT-PACKARD COMPANY
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
California 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Full title of the plan:
HEWLETT-PACKARD COMPANY
1993 EEsof Incorporated Stock Option Conversion Plan
Name and address of agent for service:
D. CRAIG NORDLUND
3000 Hanover Street, Palo Alto, California 94304
Telephone Number, including area code, of agent for service:
(415) 857-1501
The purpose of this registration statement is to register shares of
common stock of Hewlett-Packard Company which may be issued
pursuant to the exercise of options granted under Hewlett-Packard
Company 1993 EEsof Incorporated Stock Option Conversion Plan.
This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To be To Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------
Common Stock
Par Value
$1.00 per
Share 26,771 $9.31* $168,416* $100.00**
- ----------------------------------------------------------------
*Shares offered at prices ranging from $4.66 to $9.31 per share.
**Based on weighted average per share price of $6.291.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not Applicable.
Item 2. Registrant Information and Employee Plan Annual
Information.
Hewlett-Packard Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files
periodic reports with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the
Commission's public reference facility located at 450 Fifth Street,
N.W., Room 1024, Washington, D.C., telephone (202) 272-7450, and
public reference facilities in some regional offices. Copies of
such material can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates, or
from the Commission's contract copier, Bechtel Information
Services, 15740 Shady Grove Road, Gaithersburg, MD 20877-1454,
telephone (800) 231-DATA or (301) 258-4300. The Company's common
stock is listed on the New York, Midwest and Pacific Stock
Exchanges, where reports, proxy statements and other information
concerning the Company can also be inspected. The Company's common
stock is also listed on the Tokyo, London, Paris, West German
(Frankfurt and Stuttgart) and Swiss (Zurich, Basel, Lausanne and
Geneva) Stock Exchanges.
Further information about the Company may be obtained from the
following documents which are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1993 and all subsequent Annual Reports on
Form 10-K filed by the Company pursuant to Sections 13 or 15(d) of
the Exchange Act.
(b) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1993.
(c) The Company's Proxy Statement dated January 20, 1994 and
any subsequent Proxy Statement filed by the Company pursuant to
Section 14 of the Exchange Act for an annual or special meeting of
shareholders.
Copies of such documents may be obtained without charge by
written or oral request to the Corporate Secretary, Hewlett-Packard
Company, 3000 Hanover Street, Palo Alto, California 94304,
telephone (415) 857-1501.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this
registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, containing
audited financial statements for the Company's latest fiscal year
ended October 31, 1993.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the Company's annual report referred to in (a) above.
(c) The Company's Proxy Statement dated January 20, 1994 and
any subsequent Proxy Statement filed by the Company pursuant to
Section 14 of the Exchange Act for an annual or special meeting of
shareholders.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State
of California ("California Law") authorizes a corporation to adopt
a provision in its articles of incorporation eliminating the
personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of
directors' "duty of care." Following a California corporation's
adoption of such a provision, its directors are not accountable to
corporations and their shareholders for monetary damages for
conduct constituting negligence (or gross negligence) in the
exercise of their fiduciary duties; however, directors continue to
be subject to equitable remedies such as injunction or rescission.
Under California Law, a director also continues to be liable for
(1) a breach of his or her duty of loyalty; (2) acts or omissions
not in good faith or involving intentional misconduct or knowing
violations of law; (3) illegal payments of dividends; and (4)
approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision in the
articles of incorporation also does not limit directors' liability
for violations of the federal securities laws.
Section 317 of the California Law makes provision for the
indemnification of officers, directors and other corporate agents
in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). An amendment to Section 317
provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a
corporation's articles of incorporation.
The Company has adopted provisions in its Amended
Articles of Incorporation which eliminate the personal liability of
its directors to the Company and its shareholders for monetary
damages for breach of the directors' fiduciary duties in certain
circumstances and authorize the Company to indemnify its officers,
directors and other agents to the full extent permitted by law.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filing Incorporating Subsequent Exchange Act
Documents by Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Request for Acceleration of Effective Date of Filing
of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Palo Alto, State of California, on this 14th day of
February, 1994.
HEWLETT-PACKARD COMPANY
By: /s/ Ann O. Baskins
--------------------
Ann O. Baskins
Assistant Secretary
& Managing Counsel
EXHIBIT INDEX
Exhibit
No.
1-4 Not applicable.
5 Opinion re legality.
6-22 Not applicable.
23.1 Consent of Independent Accountants.
Found at page 9 of this registration
statement and incorporated herein by
reference.
23.2 Consent of Counsel. Contained with the
opinion filed as Exhibit 5 hereto and
incorporated herein by reference.
24 Powers of attorney. Contained in the
signature pages (pages 13-14) of this
Form S-8 registration statement and
incorporated herein by reference.
25-99 Not applicable.
EXHIBIT 5
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
26,771 Shares of common stock of Hewlett-Packard Company
Offered pursuant to the
1993 EEsof Incorporated Stock Option Conversion Plan
Dear Sirs:
I have examined the proceedings taken and the instruments executed in
connection with the organization and present capitalization of Hewlett-
Packard Company (the "Company") and the reservation for issuance and
authorization of the sale and issuance from time to time of not in excess
of 26,771 shares of common stock (the "Shares") pursuant to the terms of
the Company's 1993 EEsof Incorporated Stock Option Conversion Plan. The
Shares are the subject of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, which is being filed with the
Securities and Exchange Commission and to which this opinion is to be
attached as an exhibit.
Upon the basis of such examination, I am of the following opinion:
1. The authorized shares of the Company consist of 300,000,000 shares of
preferred stock and 600,000,000 shares of common stock.
2. The proper corporate proceedings necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time
of not in excess of 26,771 shares of the common stock of the Company
pursuant to the Company's 1993 EEsof Incorporated Stock Option Conversion
Plan have been duly taken and, when issued pursuant to such plan, the
Shares will be duly and validly issued and fully paid and nonassessable.
3. When the above-mentioned registration statement relating to the
Shares has become effective and when the listing of the Shares on the New
York and Pacific Stock Exchanges has been authorized, all authorizations,
consents, approvals, or other orders of all United States regulatory
authorities required for the issuance of Shares will have been obtained.
You should be aware that I and other members of the Hewlett-Packard
Company legal department participating in the preparation of the
Registration Statement owned or held options to purchase 24,255 shares of
Hewlett-Packard Company common stock at February 11, 1994.
You are further advised that I consent to the use of this opinion as an
exhibit to the above-mentioned Registration Statement.
Very truly yours,
/s/ Ann O. Baskins
Ann O. Baskins
Assistant Secretary and
Managing Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 22, 1993, which
appears on page 43 of the 1993 Annual Report to the Shareholders of
Hewlett-Packard Company, which is incorporated by reference in Hewlett-
Packard Company's Annual Report on Form 10-K for the year ended October
31, 1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 13 of
such Annual Report on Form 10-K.
Price Waterhouse
San Francisco, California
February 15, 1994
Exhibit 23.2
CONSENT OF COUNSEL
Contained with the opinion filed as Exhibit 5 hereto and incorporated
herein by reference.
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures
appear below constitute and appoint D. Craig Nordlund and Ann O. Baskins,
and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign the Form
S-8 Registration Statement pertaining to the Hewlett-Packard Company 1993
EEsof Incorporated Stock Option Conversion Plan, and any or all
amendments (including post-effective amendments) to said Form S-8
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and these Amendments to Registration Statements
have been signed below by the following persons in the capacities and on
the dates indicated. Moreover, the undersigned hereby also certify that
to the best of their knowledge and belief the issuer meets all of the
requirements for filing on Form S-8.
Signature Title Date
/s/ Raymond W. Cookingham Vice President and February 4, 1994
------------------------- Corporate Controller ----------------
(Raymond W. Cookingham) (Principal Accounting
Officer)
/s/ Thomas E. Everhart Director February 7, 1994
------------------------ ----------------
(Thomas E. Everhart)
/s/ John B. Fery Director February 11, 1994
------------------------ -----------------
(John B. Fery)
/s/ Jean-Paul G. Gimon Director February 4, 1994
------------------------ -----------------
(Jean-Paul G. Gimon)
/s/ Richard A. Hackborn Director February 5, 1994
------------------------ -----------------
(Richard A. Hackborn)
/s/ Harold J. Haynes Director February 7, 1994
------------------------ -----------------
(Harold J. Haynes)
/s/ Walter B. Hewlett Director February 8, 1994
------------------------ -----------------
(Walter B. Hewlett)
/s/ Shirley M. Hufstedler Director February 7, 1994
------------------------- -----------------
(Shirley M. Hufstedler)
___________________________ Director ____________________
(George A. Keyworth II)
___________________________ Director ____________________
(Paul F. Miller, Jr.)
/s/ Susan P. Orr Director February 7, 1994
-------------------------- -----------------
(Susan P. Orr)
___________________________ Director ___________________
(David W. Packard)
/s/ Donald E. Petersen Director February 8, 1994
-------------------------- ------------------
(Donald E. Petersen)
/s/ Lewis E. Platt Chairman, President and February 3, 1994
-------------------------- Chief Executive Officer ------------------
(Lewis E. Platt) (Principal Executive Officer)
___________________________ Director __________________
(Hicks B. Waldron)
/s/ Robert P. Wayman Executive Vice President, February 7, 1994
------------------------ Finance and Administration -----------------
(Robert P. Wayman) (Chief Financial Officer)
and Director
___________________________ Director __________________
(T.A. Wilson)
