UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended October 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________ to ____________
Commission File Number: 1-4423
Exact name of registrant as specified in its charter:
HEWLETT-PACKARD COMPANY
State or other jurisdiction of I.R.S. Employer
incorporation or organization: California Identification No: 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Registrant's telephone number, including area code: (415) 857-1501
Securities registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock held by
non-affiliates as of February 28, 1997 was $45,069,882,066.
Indicate the number of shares outstanding of each of the registrant's
classes of Common Stock as of February 28, 1997: 1,019,230,327 shares of
$1 par value Common Stock.
Part II, Item 5 is hereby amended to add the following paragraph:
On September 19, 1996, Hewlett-Packard Company (the "Company"), without
using an underwriter, sold and issued an aggregate of 241,485 shares of the
Company's common stock (the "Company Shares") in exchange for all of the
shares of common stock and preferred stock and vested options to purchase
shares of common stock of Trellis Software & Controls, Inc., a Michigan
corporation ("Trellis"), in connection with the Company's acquisition of
Trellis on the same date. The Company Shares had a value of approximately
$11,652,000 on the date of sale. The Company relied on the exemption from
registration available under Section 3(a)(10) of the Securities Act of 1933,
as amended. Following a hearing at the Department of Corporations of the
State of California (the "Department") on September 9, 1996, the Department
on the same date issued a permit qualifying the Company to offer, sell and
issue the Company Shares.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: March 12, 1997 Ann O. Baskins
Assistant Secretary
and Managing Counsel
