As filed with the Securities and Exchange Commission on May 20, 1998.
Registration No. 333-44113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEWLETT-PACKARD COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 94-1081436
(State of incorporation) (I.R.S. Employer Identification No.)
3000 Hanover Street
Palo Alto, CA 94304
(Address, including zip code, of Registrant's principal executive offices)
D. Craig Nordlund, Esq.
Associate General Counsel and Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
(650) 857-1501
(Name,address and telephone number,including area code,of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- --------- --------- ------------
See below* N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and registration
fees were paid upon filing of the original Registration Statement
No. 2-66780. Therefore, no further registration fee is required.
<PAGE>
HEWLETT-PACKARD COMPANY
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-3
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this "Amendment") to the
Registration Statement on Form S-3 (File No. 333-44113 the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act
of 1933, as amended (the "Securities Act"), by Hewlett-Packard Company,
a Delaware corporation ("Hewlett-Packard Delaware" or the "Company"),
which is the successor to Hewlett-Packard Company, a California
corporation ("Hewlett-Packard California"), following a statutory merger
effective on May 20, 1998 (the "Merger") for the purpose of changing
Hewlett-Packard California's state of incorporation. Prior to the
Merger, Hewlett-Packard Delaware had no assets or liabilities other than
nominal assets or liabilities. In connection with the Merger, Hewlett-
Packard Delaware succeeded by operation of law to all of the assets and
liabilities of Hewlett-Packard California. The Merger was approved by
the shareholders of Hewlett-Packard California at a meeting for which
proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, Hewlett-Packard Delaware, by
virtue of this Amendment, expressly adopts the Registration Statement as
its own registration statement for all purposes of the Securities Act
and the Exchange Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 2 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 this 15th day of May 1998.
HEWLETT-PACKARD COMPANY
By: /s/ Ann O. Baskins
--------------------------
Ann O. Baskins
Assistant Secretary
and Senior Managing Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints D. Craig Nordlund and
Ann O. Baskins, jointly and severally his or her attorneys-in-fact, with
full power of substitution, for him or her in any and all capacities, to
sign any amendments to the Registration Statement or this Post-Effective
Amendment No. 2 to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been
signed on the 15th day of May 1998 by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/Lewis E. Platt Chairman, President and May 15, 1998
-------------------- Chief Executive Officer
Lewis E. Platt (Principal Executive Officer)
/s/ Robert P. Wayman Executive Vice President, May 15, 1998
-------------------- Finance and Administration
Robert P. Wayman (Chief Financial Officer)
and Director
/s/Raymond W. Cookingham Vice President and Controller May 15, 1998
------------------------ (Principal Accounting Officer)
Raymond W. Cookingham
/s/Philip M. Condit Director May 15, 1998
------------------------
Philip M. Condit
/s/Thomas E. Everhart Director May 15, 1998
------------------------
Thomas E. Everhart
/s/John B. Fery Director May 15, 1998
------------------------
John B. Fery
/s/Jean-Paul G. Gimon Director May 15, 1998
------------------------
Jean-Paul G. Gimon
/s/Sam Ginn Director May 15, 1998
------------------------
Sam Ginn
/s/Richard A. Hackborn Director May 15, 1998
------------------------
Richard A. Hackborn
/s/Walter B. Hewlett Director May 15, 1998
------------------------
Walter B. Hewlett
/s/George A. Keyworth II Director May 15, 1998
------------------------
George A. Keyworth II
/s/ David M. Lawrence,M.D. Director May 15, 1998
--------------------------
David M. Lawrence, M.D.
/s/Susan P. Orr Director May 15, 1998
--------------------------
Susan P. Orr
/s/David W. Packard Director May 15, 1998
--------------------------
David W. Packard
<PAGE>
REGISTRATION STATEMENT ON FORM S-3
HEWLETT-PACKARD COMPANY
INDEX TO EXHIBITS
Exhibit
Number Description
23.1 Opinion of Counsel
23.2 Consent of Independent Accountants
24.1 Power of Attorney (see Page II-3 of this Amendment to the
Registration Statement).
<PAGE>
Exhibit 23.1
May 20, 1998
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (the "Registration Statement") to be filed by
Hewlett-Packard Company, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on or about May 20, 1998 in
connection with the registration under the Securities Act of 1933, as
amended, of the Company's $2,000,000,000 aggregate principal amount at
maturity of Liquid Yield Option Notes due 2017 (the "LYONs") and the
shares of Common Stock, par value $1.00 per share, of the Company
issuable upon conversion of the LYONs (the "Shares"). The LYONs and
the shares were registered by Hewlett-Packard Company, a California
corporation, prior to the reincorporation into Delaware.
It is my opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken prior to the issuance of
the LYONs and the Shares, and upon completion of the actions being taken
in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, (i) the
LYONs are legally and validly issued, fully paid and nonassessable, and
(ii) the Shares, when issued in accordance with the terms of the Indenture
dated as of October 14, 1997 between the Company and Chase Manhattan Bank
and Trust Company, as Trustee, will be legally and validly issued, fully
paid and non-assessable.
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 Senior Managing Counsel
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Hewlett-Packard Company of our report dated
November 17, 1997, which appears on page 54 of Hewlett-Packard's 1997
Annual Report to Shareholders, which is incorporated by reference in its
Annual Report on Form 10-K for the year ended October 31, 1997.
/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
San Jose, California
May 18, 1998
<PAGE>
May 20, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Filing Desk (Stop 1-4)
Re: HEWLETT-PACKARD COMPANY POST-EFFECTIVE AMENDMENT NO.2 TO
THE REGISTRATION STATEMENT (REG. NO. 333-44113) ON FORM S-3
LIQUID YIELD OPTION/TM/NOTES DUE 2017
Ladies and Gentlemen:
Attached on behalf of Hewlett-Packard Company, a Delaware corporation,
for filing with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, (the "Act"), is Post-Effective Amendment No. 2
to the Registration Statement on Form S-3, Registration No. 333-44113,
relating to $2,000,000,000 aggregate principal amount at maturity of Liquid
Yield Option/TM/ Notes ("LYONS") of the Registrant (the "Registration
Statement").
Should you have any questions with respect to the Registration
Statement, please contact Marie Oh Huber at (650) 857-3169.
Very truly yours,
HEWLETT-PACKARD COMPANY
/s/ Marie Oh Huber
-----------------------
Marie Oh Huber
Corporate Counsel
cc: Ann O. Baskins, Esq.
Gregory J. Conklin, Esq.
/TM/ Trademark of Merrill Lynch & Co., Inc.
