<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEWLETT-PACKARD COMPANY
-----------------------
(Exact name of registrant as specified
in its charter)
California 94-1081436
-------------- ------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3000 Hanover Street, Palo Alto, California 94304
------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
---------------- ------------------------------
$2,000,000,000 Principal Amount The New York
At Maturity of Liquid Yield Option/TM/ Stock Exchange, Inc.
Notes due 2017
(Zero Coupon-Subordinated)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-44113
Securities to be registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
In response to this item, incorporated by reference is the description of the
Liquid Yield Option/TM/ Notes due 2017 (Zero Coupon-Subordinated) (the
"LYONs/TM/"), of Hewlett-Packard Company (the "Registrant") contained under the
caption "Description of LYONs" in the Prospectus (Subject to Completion) dated
February 25, 1998 that forms a part of the Registrant's Registration Statement
on Form S-3 (File No. 333-44113) (as amended, the "Registration Statement"). If
such description is subsequently amended, the description as subsequently
amended is hereby incorporated by reference to this item.
Item 2. Exhibits.
--------
The following exhibits are filed as a part of this Registration Statement:
1(a)* Form of Liquid Yield Option/TM/ Note.
1(b)* Indenture dated October 14, 1997 between the Company and Chase Manhattan
Bank and Trust Company, National Association, as Trustee.
2* Registration Rights Agreement dated October 14, 1997 between the Company
and Merrill Lynch & Co.
3 The description of the Common Stock of the Registrant contained under
the caption "Description of LYONs" set forth on page 7 of the Prospectus
(Subject to Completion) dated February 25, 1998 is incorporated herein
by reference from the Registration Statement. If such description is
subsequently amended, the description as subsequently amended is hereby
incorporated by reference to this item.
- -------------
/TM/ Trademark of Merrill Lynch & Co., Inc.
* Filed as an exhibit to the Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: March 2, 1998.
HEWLETT-PACKARD COMPANY
By /s/ Ann O. Baskins
------------------
Ann O. Baskins
Assistant Secretary and
Managing Counsel
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
1(a)* Form of Liquid Yield Option/TM/ Note.
1(b)* Indenture dated October 14, 1997 between the Company and Chase Manhattan
Bank and Trust Company, National Association, as Trustee.
2* Registration Rights Agreement dated October 14, 1997 between the Company
and Merrill Lynch & Co.
3 The description of the Common Stock of the Registrant contained under
the caption "Description of LYONs" set forth on page 7 of the Prospectus
(Subject to Completion) dated February 25, 1998 is incorporated herein
by reference from the Registration Statement. If such description is
subsequently amended, the description as subsequently amended is hereby
incorporated by reference to this item.
- ---------------
* Filed as an exhibit to the Registration Statement.
