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:
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HEWLETT-PACKARD COMPANY
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
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California 94-1081436
Address of principal executive offices:
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3000 Hanover Street, Palo Alto, California 94304
Full title of the plan:
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HEWLETT-PACKARD COMPANY 1995 INCENTIVE STOCK PLAN
Name and address of agent for service:
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D. CRAIG NORDLUND
3000 Hanover Street, Palo Alto, California 94304
Telephone Number, including area code, of agent for service:
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(415) 857-1501
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 32,000,000** $60.50 $1,936,000,000 $667,586
_____________________________________________________________________________
*Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of the Common Stock on March 31, 1995, as reported on the New York
Stock Exchange, Inc.
**Reflects a 2-for-1 stock split effective on March 24, 1995.
<PAGE> 1
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 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 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, 1994 and all subsequent Annual Reports on Form 10-K filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act.
(b) All other reports filed by the Company 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 on Form 10-K for the fiscal year ended October 31, 1994
and Form 10-Q filed on March 17, 1995 for the fiscal quarter ended January 31,
1995.
(c) The Company's Proxy Statement dated January 13, 1995 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.
<PAGE> 2
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, 1994.
(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 13, 1995 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
<PAGE> 3
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 fullest 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 or Form S-8, and the information
required to be included in a post-effective
<PAGE> 4
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
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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> 5
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 3rd day
of April, 1995.
HEWLETT-PACKARD COMPANY
By: /s/ Ann O. Baskins
--------------------
Ann O. Baskins
Assistant Secretary
& Managing Counsel
<PAGE> 6
EXHIBIT INDEX
Exhibit
No.
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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 11-12) of this Form S-8 registration
statement and incorporated herein by reference.
25-99 Not applicable.
<PAGE> 7
EXHIBIT 5
April 3, 1995
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
32,000,000 Shares of common stock of Hewlett-Packard Company
Offered pursuant to the 1995 Incentive Stock 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 32,000,000 shares
of common stock (the "Shares") pursuant to the terms of the Company's 1995
Incentive Stock 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 1,200,000,000 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 32,000,000 shares of the common stock of the Company pursuant to
the Company's 1995 Incentive Stock 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 46, 210 shares of Hewlett-Packard Company
common stock at April 3, 1995.
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
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Ann O. Baskins
Assistant Secretary
And Managing Counsel
<PAGE> 8
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 21, 1994, which appears on
page 43 of the 1994 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, 1994.
Price Waterhouse LLP
San Francisco, California
March 31, 1995
<PAGE> 9
Exhibit 23.2
CONSENT OF COUNSEL
Contained with the opinion filed as Exhibit 5 hereto and incorporated herein
by reference.
<PAGE> 10
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 1995 Incentive Stock 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 Controller 3/27/95
- -------------------------- ----------------------------- -------
Raymond W. Cookingham (Principal Accounting
Officer)
Director
- ------------------------- -------
Thomas E. Everhart
Director
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John B. Fery
Director
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Jean-Paul G. Gimon
/s/ Richard A. Hackborn Director 3/25/95
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Richard A. Hackborn
<PAGE> 11
Signature Title Date
- --------- ----- ----
/s/ Harold J. Haynes Director 3/27/95
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Harold J. Haynes
/s/ Walter B. Hewlett Director 3/27/95
- ------------------------ -------
Walter B. Hewlett
/s/ Shirley M. Hufstedler Director 3/24/95
- ------------------------- -------
Shirley M. Hufstedler
Director
- ------------------------ -------
George A. Keyworth
/s/ Paul F. Miller Director 3/30/95
- ------------------------ -------
Paul F. Miller, Jr.
/s/ Susan P. Orr Director 3/29/95
- ------------------------ -------
Susan P. Orr
Director
- ------------------------ -------
David W. Packard
/s/ Donald E. Petersen Director 4/3/95
- ------------------------ -------
Donald E. Petersen
/s/ Lewis E. Platt Chairman, President and 3/23/95
- ------------------------- Chief Executive Officer -------
Lewis E. Platt (Principal Executive Officer)
/s/ Robert P. Wayman Executive Vice President, 3/23/95
- ------------------------- Finance and Administration -------
Robert P. Wayman (Chief Financial Officer
and Director)
<PAGE> 12
