<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998
REGISTRATION NO. 333-44113
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEWLETT-PACKARD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-1081436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
3000 HANOVER STREET
PALO ALTO, CA 94304
(650) 857-1501
(Address including zip code, and telephone number, including area code, of
Principal Executive Offices of Registrant)
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D. CRAIG NORDLUND, ESQ.
ASSOCIATE GENERAL COUNSEL AND SECRETARY
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
(650) 857-1501
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
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COPIES TO:
<TABLE>
<S> <C>
ANN O. BASKINS, ESQ. DOUGLAS D. SMITH, ESQ.
MARIE OH HUBER, ESQ. GREGORY J. CONKLIN, ESQ.
HEWLETT-PACKARD COMPANY GIBSON DUNN & CRUTCHER LLP
3000 HANOVER STREET ONE MONTGOMERY STREET, TELESIS TOWER
PALO ALTO, CA 94304 SAN FRANCISCO, CA 94104
TELEPHONE: (650) 857-1501 TELEPHONE: (415) 393-8200
</TABLE>
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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<PAGE>
This Post-Effective Amendment No. 1 is being filed with the Securities and
Exchange Commission for the purpose of adding new Exhibit 12.
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1* Form of Liquid Yield Option(TM) Note.
4.2* Indenture between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee.
4.3 Amended & Restated Articles of Incorporation of Hewlett-Packard
Company (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997).
4.4 Amended Bylaws of Hewlett-Packard Company (incorporated by
reference to Exhibit 3(b) of the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1996).
5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
8* Opinion of General Tax Counsel of Hewlett-Packard Company.
10* Registration Rights Agreement between the Company and Merrill
Lynch & Co.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Independent Accountants.
23.2* Consent of Gibson, Dunn & Crutcher LLP
24* Powers of Attorney.
25* Statement of Eligibility of Trustee of Form T-1.
</TABLE>
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(TM) Trademark of Merrill Lynch & Co., Inc.
* Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palo Alto, State of California, on
March 19, 1998.
Hewlett-Packard Company
Lewis E. Platt*
By___________________________________
Lewis E. Platt
Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Lewis E. Platt* Chairman of the Board, March 19, 1998
____________________________________ President and Chief
Lewis E. Platt Executive Officer (Principal
Executive Officer)
Robert P. Wayman* Executive Vice President, March 19, 1998
____________________________________ Finance and Administration
Robert P. Wayman and Chief Financial Officer
(Principal Financial
Officer) and Director
Raymond W. Cookingham* Vice President and March 19, 1998
____________________________________ Controller (Principal
Raymond W. Cookingham Accounting Officer)
____________________________________ Director
Philip M. Condit
Thomas E. Everhart* Director March 19, 1998
____________________________________
Thomas E. Everhart
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
John B. Fery* Director March 19, 1998
____________________________________
John B. Fery
Jean-Paul Gimon* Director March 19, 1998
____________________________________
Jean-Paul G. Gimon
Sam Ginn* Director March 19, 1998
____________________________________
Sam Ginn
Richard A. Hackborn* Director March 19, 1998
____________________________________
Richard A. Hackborn
Walter B. Hewlett* Director March 19, 1998
____________________________________
Walter B. Hewlett
George A. Keyworth II* Director March 19, 1998
____________________________________
George A. Keyworth II
David M. Lawrence* Director March 19, 1998
____________________________________
David M. Lawrence, M.D.
Susan P. Orr* Director March 19, 1998
____________________________________
Susan P. Orr
Director
____________________________________
David W. Packard
/s/ Ann O. Baskins
*By:___________________________
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1* Form of Liquid Yield Option(TM) Note.
4.2* Indenture between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee.
4.3 Amended & Restated Articles of Incorporation of Hewlett-Packard
Company (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996).
4.4 Amended Bylaws of Hewlett-Packard Company (incorporated by
reference to Exhibit 3(b) of the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1996).
5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
8* Opinion of General Tax Counsel of Hewlett-Packard Company.
10* Registration Rights Agreement between the Company and Merrill
Lynch & Co.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Independent Accountants.
23.2* Consent of Gibson, Dunn & Crutcher LLP.
24* Powers of Attorney.
25* Statement of Eligibility of Trustee of Form T-1.
</TABLE>
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(TM)Trademark of Merrill Lynch & Co., Inc.
*Previously filed.
<PAGE>
EXHIBIT 12
HEWLETT-PACKARD COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)
(in millions, except ratios)
<TABLE>
<CAPTION>
FOR THE
THREE MONTHS ENDED
JANUARY 31 YEAR ENDED OCTOBER 31,
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1998 1997 1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C> <C> <C>
Pre-tax income from
continuing operations.. $1,327 $1,303 $4,455 $3,694 $3,632 $2,423 $1,783
Minority interest in the
income of subsidiaries
with fixed charges..... 4 10 39 38 29 17 11
Undistributed (earnings)
or loss of equity
investees.............. 9 (3) (6) (62) (47) 4 6
Fixed charges:
Interest expense and
amortization of debt
discount and premium
on all indebtedness.. 67 54 215 327 206 155 121
Interest included in
rent................. 38 33 139 126 111 104 102
--------- --------- ------ ------ ------ ------ ------
Total fixed charges. 105 87 354 453 317 259 223
Earnings before income
taxes, minority
interest, undistributed
earnings or loss of
equity investees and
fixed charges.......... $1,445 $1,397 $4,842 $4,123 $3,931 $2,703 $2,023
========= ========= ====== ====== ====== ====== ======
Ratio of earnings to
fixed charges.......... 13.8 16.1 13.7 9.1 12.4 10.4 9.1
========= ========= ====== ====== ====== ====== ======
</TABLE>
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(1) The ratio of earnings to fixed charges was computed by dividing earnings
(income from continuing operations before income taxes, adjusted for fixed
charges, minority interest in the income of subsidiaries with fixed
charges and equity in earnings or loss of equity investees) by fixed
charges for the periods indicated. Fixed charges include (i) interest
expense and amortization of debt discount or premium on all indebtedness,
and (ii) a reasonable approximation of the interest factor deemed to be
included in rental expense.
