As filed with the Securities and Exchange Commission on May 21, 1998.
Registration Nos. 2-90239, 33-30769, 33-31496, 33-31500, 33-38579,
33-50699,33-52291, 33-58447, 33-65179, 333-22947,
333-30459 and 333-45231
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
TO
FORM S-8
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)
Foreign Employee Stock Option Conversion Plan
1987 Director Option Plan
Employee Stock Purchase Plan/Service Anniversary Stock Plan
1989 Apollo Stock Option Conversion Plan
1990 Incentive Stock Plan
1993 Metrix Stock Option Conversion Plan
EESOF Stock Option Conversion Plan
Hewlett-Packard Company 1995 Incentive Stock Plan
1995 Convex Stock Option Conversion Plan
Hewlett-Packard Company 1997 Director Stock Plan
VeriFone, Inc. Amended and Restated 1992 Non-Employee Directors' Stock
Option Plan
VeriFone, Inc. Amended and Restated Incentive Stock Option Plan
VeriFone,Inc. Amended and Restated 1987 Supplemental Stock Option Plan
Enterprise Integration Technologies Corporation 1991 Stock Plan
VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan
VeriFone, Inc. 1997 Non-Qualified Employee Stock Purchase Plan
(Full title of the plans)
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)
<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
--------------------------------------------------------------------------
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 Statements Nos.2-90239,
33-30769, 33-31496, 33-31500, 33-38579, 33-50699,33-52291, 33-58447,
33-65179, 333-22947, 333-30459 and 333-45231. Therefore, no further
registration fee is required.
<PAGE>
HEWLETT-PACKARD COMPANY
POST-EFFECTIVE AMENDMENTS NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
These Post-Effective Amendments No. 1, (this "Amendment") to those
certain Registration Statements on Form S-8 (File Nos. 2-90239, 33-30769,
33-31496, 33-31500, 33-38579, 33-50699,33-52291, 33-58447, 33-65179,
333-22947, 333-30459 and 333-45231, collectively the "Registration
Statements") are 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 Statements as
its own registration statements for all purposes of the Securities Act and
the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Amendment to the
Registration Statements the following documents and information heretofore
filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997, filed pursuant to Section 13 of the Securities
Exchange Act, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998, filed pursuant to Section 13 of the Exchange Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement under the Exchange Act filed on or
about November 6, 1957 and the Certificate of Incorporation which
appeared as Appendix B to the Company's Proxy Statement for its Annual
Meeting of Stockholders held on February 24, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Amendment to
the Registration Statements and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Amendment to the Registration
Statements and to be part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnifications of Directors and Officers.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
for liability (i) for any breach of their duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents
to the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Company's Bylaws also
permit the Company to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions
in such capacity, regardless of whether the Company would have the power
to indemnify him or her against such liability under the General Corporation
Law of Delaware. The Company maintains insurance covering its directors and
officers against certain liabilities incurred by them in their capacities
as such, including among other things, certain liabilities under the
Securities Act. The Company currently has secured such insurance on behalf
of its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
---------------------------------------------------------------------------
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney. (See Power of Attorney
on Signature Page.)
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 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.
(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) Filings 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.
(c) Undertakings for 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
Securities and Exchange 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 hereunder, 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, 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
these Post-Effective Amendments No. 1 to the Registration Statements 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/ D. Craig Nordlund
-------------------------
D. Craig Nordlund
Associate General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN 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 Statements or this Post-Effective Amendment
No. 1 to the Registration Statements, 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, these
Post-Effective Amendments No. 1, respectively, to the Registration
Statements have 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 Director May 15, 1998
-------------------------
(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-8
HEWLETT-PACKARD COMPANY
INDEX TO EXHIBITS
Exhibit No. Description
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney. (See Power of Attorney
on Signature Page.)
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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
Exhibit 23.2
May 20, 1998
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Re: Post-Effective Amendment No. 1 to Registration Statements on Form S-8
Ladies and Gentlemen:
I have examined the Post-Effective Amendment No. 1 to the Registration
Statements on Form S-8 (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 shares
of the Company's Common Stock, $0.01 par value (the "Shares"), reserved for
issuance pursuant to the Company's Foreign Employee Stock Option Conversion
Plan, 1987 Director Option Plan, Employee Stock Purchase Plan/Service
Anniversary Stock Plan, 1989 Apollo Stock Option Conversion Plan, 1990
Incentive Stock Plan, 1993 Metrix Stock Option Conversion Plan, EESOF Stock
Option Conversion Plan, 1995 Incentive Stock Plan, 1997 Director Stock Plan,
VeriFone, Inc. Amended and Restated 1992 Non-Employee Directors' Stock
Option Plan, VeriFone, Inc. Amended and Restated Incentive Stock Option
Plan, VeriFone, Inc. Amended and Restated 1987 Supplemental Stock Option
Plan, Enterprise Integration Technologies Corporation 1991 Stock Plan,
VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan, VeriFone,
Inc. 1997 Non-Qualified Employee Stock Purchase Plan, which 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
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, the Shares will be legally and validly
issued, fully paid and nonassessable.
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
