<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-44113
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective
AMENDMENT NO. 4
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>
Delaware 94-1081436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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:
Ann O. Baskins, Esq. Douglas D. Smith, Esq.
Charles N. Charnas, 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
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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>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 4 (this "Amendment") to
the Registration Statement on Form S-3 (Registration No. 333-44113) (the
"Registration Statement") of Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard" or the "Company") is to deregister all shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Hewlett-Packard
issuable upon conversion of the Liquid Yield Option(TM) Notes ("LYONs(TM)")
issued by Hewlett-Packard on October 14, 1997 and not sold pursuant to the
Registration Statement prior to October 14, 1999. The LYONs are convertible
into shares of Common Stock at the option of the holders at any time on or
prior to maturity on October 14, 2017, unless previously redeemed or otherwise
purchased. The Registration Statement was filed pursuant to a Registration
Rights Agreement, dated October 14, 1997 (the "Registration Rights
Agreement"), by and between Hewlett-Packard and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as initial
purchaser. Pursuant to the Registration Rights Agreement, Hewlett-Packard
agreed to use reasonable efforts to keep the Registration Statement effective
with respect to the LYONs until one year, or in the case of the Common Stock
issuable upon conversion of the LYONs until two years, from the date of
initial issuance of the LYONs or such earlier date as all securities
registrable thereunder have been disposed of. On October 27, 1998, Hewlett-
Packard filed Post-Effective Amendment No. 3 to the Registration Statement to
deregister all LYONs not sold pursuant to the Registration Statement prior to
October 14, 1998. Hewlett-Packard is filing this Amendment to deregister all
shares of Common Stock issuable upon conversion of the LYONs and not sold
pursuant to the Registration Statement prior to October 14, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 4 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
October 15, 1999.
Hewlett-Packard Company
/s/ Carleton S. Fiorina
By __________________________________
Carleton S. Fiorina
President and Chief Executive
Officer (Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 4 to the Registration Statement has been signed by the
following persons in their capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Carleton S. Fiorina President and Chief October 15, 1999
__________________________________ Executive Officer (Principal
Carleton S. Fiorina Executive Officer) and
Director
Robert P. Wayman* Executive Vice President, October 15, 1999
__________________________________ Finance and Administration
Robert P. Wayman and Chief Financial Officer
(Principal Financial
Officer) and Director
Raymond W. Cookingham* Vice President and October 15, 1999
__________________________________ Controller (Principal
Raymond W. Cookingham Accounting Officer)
Lewis R. Platt* Chairman October 15, 1999
__________________________________
Lewis R. Platt
Philip M. Condit* Director October 15, 1999
__________________________________
Philip M. Condit
Director
__________________________________
Patricia C. Dunn
John B. Fery* Director October 15, 1999
__________________________________
John B. Fery
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<PAGE>
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<CAPTION>
Signature Title Date
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<S> <C> <C>
Jean-Paul Gimon* Director October 15, 1999
__________________________________
Jean-Paul G. Gimon
Sam Ginn* Director October 15, 1999
__________________________________
Sam Ginn
Richard A. Hackborn*- Director October 15, 1999
__________________________________
Richard A. Hackborn
Walter B. Hewlett* Director October 15, 1999
__________________________________
Walter B. Hewlett
George A. Keyworth II* Director October 15, 1999
__________________________________
George A. Keyworth II
Susan P. Orr* Director October 15, 1999
__________________________________
Susan P. Orr
/s/ Ann O. Baskins October 15, 1999
*By: _____________________________
Attorney-in-Fact
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