UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NOVADIGM, INC.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class and Securities)
669937 10 4
(CUSIP Number)
Charles N. Charnas
Assistant Secretary and Senior Managing Counsel
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94303
(650) 857-1501
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 30, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 669937 10 4
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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HEWLETT-PACKARD COMPANY (#94-1081436)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) ( )
GROUP: (b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC/OTHER (1)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ( )
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7. SOLE VOTING POWER 1,190,000 Shares (2)
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER - 0 -
EACH REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE 1,190,000 Shares (2)
WITH POWER
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10. SHARED DISPOSITIVE - 0 -
POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,190,000 SHARES (2)
EACH REPORTING PERSON
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ( )
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 6.0% (3)
ROW 11
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14. TYPE OF REPORTING PERSON CO
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(1) THE TRANSACTIONS CONTEMPLATED IN THE ALLIANCE AGREEMENT DATED JUNE 30,
2000 BETWEEN THE ISSUER AND HEWLETT-PACKARD ARE CONSIDERATION FOR 940,000
SHARES OF ISSUER'S COMMON STOCK AND A WARRANT FOR THE PURCHASE OF 250,000
SHARES OF ISSUER'S COMMON STOCK, AT AN EXERCISE PRICE OF $20.875 PER SHARE.
(2) THE SHARES OF COMMON STOCK OF THE ISSUER COVERED BY THIS REPORT INCLUDE
250,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF A WARRANT GRANTED
TO HEWLETT-PACKARD ON JUNE 30, 2000.
(3) AFTER GIVING EFFECT TO THE ISSUANCE OF THE COMMON STOCK AND THE
EXERCISE OF THE WARRANT AS DESCRIBED IN THIS STATEMENT.
ITEM 1. SECURITY AND ISSUER.
THIS STATEMENT RELATES TO THE COMMON STOCK, PAR VALUE $0.001
(THE "COMMON STOCK"), OF NOVADIGM, INC., A DELAWARE CORPORATION (THE
"ISSUER"). THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES ARE LOCATED AT ONE
INTERNATIONAL BOULEVARD, SUITE 200, MAHWAH, NEW JERSEY 07495.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Hewlett-Packard Company, a
Delaware corporation ("Hewlett-Packard"). The address of Hewlett-Packard's
principal executive offices is 3000 Hanover Street, Palo Alto, California
94304. Hewlett-Packard is a global provider of computing and imaging
solutions and services for business and home. Hewlett-Packard is focused on
capitalizing on the opportunities of the Internet and the proliferation of
electronic services. Hewlett-Packard's major businesses include Imaging and
Printing Systems, Computing Systems and Information Technology Services.
Imaging and Printing Systems provides laser and inkjet printers, mopiers,
scanners, all-in-one devices, personal color copiers and faxes, digital
senders, wide-and large-format printers, print servers, network-management
software, networking solutions, digital photography products, imaging and
printing supplies, imaging and software solutions, and related professional
and consulting services. Computing Systems provides a broad range of
computing systems for the enterprise, commercial and consumer markets. The
products and solutions range from mission-critical systems and software to
personal computers for the business and home. Major product lines include
UNIX, and PC servers, desktop and mobile personal computers, workstations,
software solutions, and storage solutions. Information Technology Services
provides consulting, education, design and installation services, ongoing
support and maintenance, proactive services, like mission-critical support,
outsourcing and utility-computing capabilities. Financial capabilities
include leasing, automatic technology-refreshment services, solution
financing and venture financing.
Hewlett-Packard has never been convicted in any criminal
proceeding, and is not and has not been subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Alliance Agreement dated June 30, 2000
between the Issuer and Hewlett-Packard, Hewlett-Packard acquired 940,000
shares of the Issuer's Common Stock, (the "Shares"), and a warrant (the
"Warrant") to purchase an additional 250,000 of the Issuer's Common Stock,
at an exercise price of $20.875 per share. The transactions contemplated in
the Alliance Agreement are the consideration for the Shares and the
Warrant.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is for Hewlett-Packard to
make an equity investment in the Issuer in connection with the integration
of the products of Hewlett-Packard's OpenView electronic enterprise and
OpenView service provider business segments with the products of the Issuer.
Pursuant to the Alliance Agreement, Hewlett-Packard and the Issuer will
jointly market and make available to existing and prospective customers the
products of Hewlett-Packard OpenView and the Issuer, as integrated, and will
provide customers the opportunity to replace Hewlett-Packard OpenView's
Desktop Administrator products and services with the Radia products of
the Issuer. Concurrently with the execution of the Alliance Agreement,
Hewlett-Packard and the Issuer also entered into a Distribution Agreement,
a Stockholder Rights Agreement and a letter agreement that provides that
the Issuer will consider the possibility of a Hewlett-Packard board
representative at the meetings of its board of directors.
Except as disclosed below, Hewlett-Packard does not have any
present plan or proposal as a stockholder which relates to, or would result
in any action with respect to, the matters related in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Pursuant to the terms of the Stockholder Rights Agreement,
Hewlett-Packard has agreed that during the period ending June 30, 2002,
Hewlett-Packard and its affiliates will not acquire, or enter into
discussions, negotiations, arrangements or understandings with any third
party to acquire beneficial ownership of any voting stock of the Issuer,
any securities convertible into or exchangeable for the voting stock, or
any other right to acquire the voting stock (except, in any case, by way of
dividends or other distributions or offerings of Issuer securities made
available to holders of any class of voting stock generally) without the
prior written consent of the Issuer, if the effect of the acquisition would
be to increase the voting power of all voting stock beneficially owned by
Hewlett-Packard and its affiliates at the time of the acquisition to more
than 10% of the total voting power of the Issuer's Common Stock.
Under the Stockholder Rights Agreement, Hewlett-Packard is
not required to obtain the prior written consent of the Issuer to engage in
any acquisition of the voting stock under certain circumstances. Written
consent is not required following (i) the commencement of and prior to the
completion or termination of the acquisition by a person or a 13D Group (as
defined in the Stockholder Rights Agreement), of beneficial ownership of
voting stock representing 20% or more of the then-outstanding voting stock,
(ii) the announcement or commencement by a person or 13D Group, of a tender
or exchange offer to acquire voting stock which, if successful, would
result in such person or 13D Group owning 20% or more of the then-
outstanding voting stock, or (iii) the entering into by the Issuer, or
publicly announced determination by the Issuer to seek to enter into, any
merger, sale or other business combination transaction pursuant to which
(A) the outstanding shares of Issuer's Common Stock would be converted into
cash or securities of another person or 13D Group, (B) 50% or more of the
then-outstanding shares of Issuer's Common Stock would be owned by persons
other than the then-current holders of shares of Issuer's Common Stock, or
(C) all or substantially all of the Issuer's assets would be sold to any
person or 13D Group (unless the Issuer's stockholders will hold voting
stock representing at least 50% of the voting power of the person or 13D
Group purchasing such assets immediately prior to such sale of all or
substantially all of the Issuer's assets).
Further, under the Stockholder Rights Agreement, during the
period ending June 30, 2001, none of the Shares may be offered for sale,
sold, assigned or transferred to any person other than an affiliate of
Hewlett-Packard. From June 30, 2001 to June 30, 2002, no more than 470,000
of the Shares (as adjusted for stock splits, stock dividends and similar
events), may be offered for sale, sold, assigned or transferred to any
person other than an affiliate of Hewlett-Packard. These transfer
restrictions will terminate upon the consummation of a change in control of
the Issuer. Moreover, with certain exceptions, Hewlett-Packard and each of
its successors and assigns and transferees, as long as they hold
registrable securities, may not sell during any calendar quarter an amount
of the Shares and the Warrant shares, including any shares of Issuer's
Common Stock or other securities of the Issuer issued as (or issuable upon
the conversion or exercise of any warrant, right or other security that is
issued as) a dividend or other distribution with respect to, or in exchange
for, or in replacement of, the shares received as consideration, in the
aggregate, in excess of two percent of the outstanding Issuer Common Stock.
Pursuant to the Stockholder Rights Agreement,
Hewlett-Packard has agreed that during the period ending June 30, 2002, if
Hewlett-Packard intends to sell securities with voting power constituting
less than five percent of the total voting power of the Issuer to any
person, other than a Qualified Purchaser (as defined in the Stockholder
Rights Agreement), that beneficially owns five percent or more of the total
voting power of the Issuer, as indicated on a Schedule 13D or 13G filed
with the SEC, then Hewlett-Packard will provide written notice to the
Issuer providing the Issuer with the first right to acquire the securities
Hewlett-Packard intends to sell free and clear of all liens. For a period
of ten business days after delivery of the notice, the Issuer will be
entitled to elect to purchase all, but not less than all, of the securities
described in the notice, at the price per share described in the notice.
The notice need not be provided where the sale transaction is (i) an
underwritten public offering as defined in the Stockholder Rights
Agreement, (ii) a tender offer, merger, reorganization or consolidation of
the Issuer or (iii) a sale of the Issuer's Common Stock in a transaction
where a majority of the Issuer's Common Stock is held by stockholders other
than Hewlett-Packard or a majority of the Issuer's Common Stock held by
affiliates of the Issuer is being sold.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares beneficially owned by
Hewlett-Packard is 1,190,000 (including the Warrant shares), which
represents 6.0% of the Issuer's outstanding Common Stock after giving
effect to the issuance of Shares and the exercise of the Warrant as
described in this statement (based upon the representation of the Issuer in
its Form 10-K405, filed on June 27, 2000, that it had 18,763,759 shares of
Common Stock outstanding as of June 12, 2000).
Hewlett-Packard has the sole power to vote the 1,190,000
shares beneficially owned by it (including the Warrant shares) and has the
sole power to dispose of such shares.
Other than the acquisition of the Shares and the Warrant as
described in this Schedule 13D, there have been no transactions by
Hewlett-Packard in the Issuer's Common Stock in the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) ALLIANCE AGREEMENT
The Alliance Agreement is described in Items 3 and 4.
(b) WARRANT
The Warrant is referred to in Items 3 and 5 and is attached as
Exhibit 1.
(c) STOCKHOLDER RIGHTS AGREEMENT
The Stockholder Rights Agreement is described in Item 4 and is
attached as Exhibit 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Warrant to Purchase Common Stock, dated June 30, 2000,
issued to Hewlett-Packard Company by Novadigm, Inc.
2. Stockholder Rights Agreement, dated as of June 30, 2000, by
and between Novadigm, Inc. and Hewlett-Packard Company.
After reasonable inquiry and to the best my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 10, 2000
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
Name: Charles N. Charnas
Title: Assistant Secretary and Senior Managing Counsel
LIST OF EXHIBITS
Exhibit No.
1. Warrant to Purchase Common Stock, dated June 30, 2000, issued
to Hewlett-Packard Company by Novadigm, Inc.
2. Stockholder Rights Agreement, dated as of June 30, 2000, by
and between Novadigm, Inc. and Hewlett-Packard Company.
