<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
(RULE 13d-101)
BLUESTONE SOFTWARE, INC.
----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
09623P102
--------------------------------------------------------------------------------
(CUSIP Number)
CHARLES N. CHARNAS
ASSISTANT SECRETARY AND SENIOR MANAGING COUNSEL
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET, MS20-BQ
PALO ALTO, CALIFORNIA 94304
TELEPHONE: (650) 857-1501
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER, & FLOM LLP
525 UNIVERSITY AVE
PALO ALTO, CA 94301
TELEPHONE: (650) 470-4500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 24, 2000
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
*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, as amended (the "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).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
CUSIP NO. 09623P102 13D PAGE 2 OF 10 PAGES
</TABLE>
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
HEWLETT-PACKARD COMPANY
(I.R.S. IDENTIFICATION NO. 94-1081436)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
</TABLE>
<TABLE>
<C> <S> <C>
7. SOLE VOTING POWER
NUMBER OF
SHARES 4,058,494 shares of Common Stock (1)
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,691,024 shares of Common Stock (2)
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,058,494 shares of Common Stock (1)
WITH 10. SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,749,518 shares of Common Stock (1)(2)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%(3)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
2
<PAGE>
(1) 4,058,494 shares of common stock, par value, $.001 per share (the "Bluestone
Common Stock"), of Bluestone Software, Inc., a Delaware corporation
("Bluestone") are subject to a stock option agreement, dated October 24,
2000, between Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard") and Bluestone (the "Option Agreement"). The stock option
under the Option Agreement would become exercisable by Hewlett-Packard upon
the occurrence of any event that, upon termination of the Merger Agreement
(defined below) would also allow Hewlett-Packard to collect a termination
fee under the Merger Agreement, whether or not the Merger Agreement has been
terminated. The option may be exercised only upon the occurrence of certain
events, none of which has occurred as of the date hereof. Hewlett-Packard
expressly disclaims beneficial ownership of the shares of Common Stock which
are purchasable by Hewlett-Packard upon exercise of the option issued under
the Option Agreement.
(2) 6,691,024 shares of Bluestone Common Stock are subject to voting agreements
entered into by Hewlett-Packard, Bluestone and certain stockholders of
Bluestone (the "Voting Agreements") (discussed in Items 3 and 4 below).
Hewlett-Packard expressly disclaims beneficial ownership of any of the
shares of Bluestone Common Stock covered by the Voting Agreements. Based on
the number of shares of Bluestone Common Stock outstanding as of
October 24, 2000 (as represented by Bluestone in the Merger Agreement
discussed in Items 3 and 4), the number of shares of Bluestone Common Stock
covered by the Voting Agreements represents approximately 32.1% of the
outstanding Bluestone Common Stock.
(3) After giving effect to the exercise of the option as described herein.
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Schedule relates is the common stock,
par value $.001 per share of Bluestone Software, Inc., a Delaware corporation,
whose principal executive offices are located at 300 Stevens Drive,
Philadelphia, Pennsylvania 19113-1597.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Hewlett-Packard Company, a Delaware corporation.
(b) Hewlett-Packard principal executive offices are located at 3000 Hanover
Street, Palo Alto, California 94304.
(c) Hewlett-Packard - a leading global provider of computing and imaging
solutions and services - is focused on making technology and its benefits
accessible to individuals and businesses through simple appliances,
useful e-services and an Internet infrastructure that is always on.
Hewlett-Packard's major businesses include Imaging and Printing Systems,
Computing Systems and Information Technology Services ("IT Services"):
Imaging and Printing Systems provides laser and inkjet printers (both
monochrome and color), mopiers, scanners, all-in-one devices,
personal color copiers and faxes, digital senders, wide- and
large-format printers, print servers, networking-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 (registered trademark) and PC servers, desktop and
mobile personal computers, workstations, software solutions and
storage solutions.
3
<PAGE>
IT Services provides consulting, education, design and installation
services, ongoing support and maintenance, proactive services like
mission-critical support, outsourcing and utility-computing
capabilities. Financing capabilities include leasing, automatic
technology-refreshment services, solution financing and venture
financing.
The name, business address, present principal occupation or employment, the
name and principal business of any corporation or other organization in which
such employment is conducted and the citizenship of each director and executive
officer of Hewlett-Packard is set forth in Annex A hereto and is incorporated
herein by reference.
(d) During the last five years, neither Hewlett-Packard, nor to the best of
Hewlett-Packard's knowledge, any of the other entities or individuals
referred to in Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Hewlett-Packard nor, to the best of
Hewlett-Packard's knowledge, any of the other entities or individuals
referred to in Annex A was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a 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.
(f) Hewlett-Packard is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Hewlett-Packard, Bluestone and Beta Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Hewlett-Packard ("Merger Sub"),
entered into an Agreement and Plan of Merger Agreement dated as of October 24,
2000 (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will
merge with and into Bluestone, with Bluestone continuing as the surviving
corporation (the "Merger"), such that Bluestone will become a wholly owned
subsidiary of Hewlett-Packard. Pursuant to the terms of the Merger Agreement
(i) each issued and outstanding share of Bluestone Common Stock will be
exchanged for .2433 (the "Exchange Ratio") of a share of Hewlett-Packard common
stock, par value $0.01 ("Hewlett-Packard Common Stock"); and (ii) each
outstanding option to purchase Bluestone Common Stock that was granted under the
Company Option Plans (as defined in the Merger Agreement) and the stock option
agreements executed pursuant thereto will be converted automatically into an
option to purchase shares of Hewlett-Packard Common Stock in accordance with the
same terms as under the applicable option plan and agreement, except that each
such option will be exercisable (A) for the number of shares of Hewlett-Packard
Common Stock (rounded down to the nearest whole share) equal to the Exchange
Ratio multiplied by the number of shares of Bluestone Common Stock subject to
such option immediately prior to the effective time of the Merger and (B) at an
exercise price equal to the exercise price per share of Bluestone Common Stock
subject to such option immediately prior to the effective time of the Merger
divided by the Exchange Ration (rounded up to the nearest whole cent).
The Merger is subject to customary closing conditions, including the
approval of the Merger by Bluestone's stockholders, the termination or
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the receipt of
certain tax opinions, the receipt of any other required governmental regulatory
approvals, and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement. There can be no assurance that the
required approvals will be obtained in a timely fashion, if at all, or, in the
case of regulatory approvals, if obtained, will not contain certain conditions.
In order to facilitate the consummation of the transactions contemplated by
the Merger Agreement and in consideration thereof, Hewlett-Packard entered into
the Option Agreement, dated as
4
<PAGE>
of October 24, 2000, with Bluestone. Pursuant to the Option Agreement, Bluestone
granted to Hewlett-Packard an option (the "Option") to purchase 4,058,494 shares
of Bluestone Common Stock, subject to adjustment as described below, at a
purchase price per share equal to $21.51 per share, subject to adjustment for
certain changes in Bluestone's capitalization. The number of shares of Bluestone
Common Stock subject to the Option will automatically adjust so as not to exceed
19.9% of the total number of shares of the Bluestone Common Stock issued and
outstanding. The Option is not currently exercisable and may only be exercised
under certain circumstances described in the Option Agreement and outlined in
this Schedule 13D. If the Option were to become exercisable, the purchase price
required to purchase all shares of Bluestone Common Stock subject to the Option
would be approximately $87,298,205. Hewlett-Packard anticipates that any funds
to be paid by it upon exercise of the Option would be provided from cash on
hand. Hewlett-Packard did not pay additional consideration to Bluestone in
connection with Bluestone's entering into the Option Agreement and granting the
Option.
At any time during which the Option is exercisable, upon demand by
Hewlett-Packard, Hewlett-Packard would have the right to sell to Bluestone and
Bluestone would be obligated to repurchase from Hewlett-Packard, and upon demand
by Bluestone, Bluestone would have the right to purchase from Hewlett-Packard
and Hewlett-Packard shall be obligated to sell to Bluestone, all or any portion
of the Option (each, an "Option Repurchase Right"). If an Option Repurchase
Right is exercised, the Option would be sold and purchased at a price equal to
the amount the Market/Tender Offer Price (as defined in the Option Agreement)
exceeds the Exercise Price (as defined in the Option Agreement) multiplied by
the number of shares of Bluestone Common Stock purchasable pursuant to the
Option. In addition, the Option Agreement grants certain registration rights to
Hewlett-Packard with respect to the shares of Bluestone Common Stock issued
pursuant to the Option.
Pursuant to the Voting Agreement, certain holders of Bluestone Common Stock
have agreed, severally and not jointly, to grant an irrevocable proxy to vote
their shares of Bluestone Common Stock (plus any additional shares of Bluestone
Common Stock or other voting or equity securities of Bluestone) beneficially
owned by each such stockholder at every Bluestone stockholders meeting and every
written consent in lieu of such a meeting in favor of adoption of the Merger
Agreement and the approval of other actions contemplated by the Merger
Agreement. The Voting Agreement terminates upon the earlier to occur of (i) the
termination of the Merger Agreement or (ii) the consummation of the Merger.
Hewlett-Packard did not pay additional consideration to any such stockholder in
connection with the execution and delivery of the Voting Agreement.
References to, and descriptions of, the Merger Agreement, the Option
Agreement and the Voting Agreement as set forth above in this Item 3 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Option Agreement and the Voting Agreement listed as Exhibits 1, 2 and 3
respectively, to this Schedule 13D, and are incorporated in this Item 3 in their
entirety where such references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Item 3 is hereby
incorporated herein by reference.
Pursuant to the terms and subject to the conditions set forth in the Option
Agreement, Hewlett-Packard may exercise the Option, in whole or in part, and
from time to time, if, but only if, an event occurs that, under the Merger
Agreement, would entitle Hewlett-Packard to receive payment of the Termination
Fee from Bluestone pursuant to Section 9.1(b) of the Merger Agreement upon the
termination of the Merger Agreement (a "Triggering Event"), whether or not the
Merger Agreement has been terminated, on or prior to the last date of the
six-month period following such Triggering Event (the "Option Expiration Date").
5
<PAGE>
The Option Agreement will terminate (the "Option Termination Date") on the
first day after the earliest to occur of the following dates: (i) the date on
which the Effective Time of the Merger occurs; or (ii) the date of the
termination of the Merger Agreement, provided that a Triggering Event (as
defined in Section 2(c) of the Option Agreement) has not occurred prior to or in
connection with such termination of the Merger Agreement; PROVIDED, HOWEVER,
that, if the Option cannot be exercised as of any such date by reason of any
applicable judgment, decree, law, regulation or order (each, an "Impediment"),
or by reason of the waiting period under the HSR Act, not having expired, then
the Option Termination Event shall be delayed until the date which is thirty
(30) days after such Impediment has been removed or such waiting period has
expired.
Notwithstanding termination of the Option, Hewlett-Packard is entitled to
purchase those shares subject to the Option with respect to which it may have
exercised the Option by delivery of a written notice of exercise prior to the
Option Termination Date, and the termination of the Option will not affect any
rights under the Option Agreement which their terms do not terminate or expire
prior to or at the Option Expiration Date.
References to, and descriptions of, the Merger Agreement, the Option
Agreement and the Voting Agreement as set forth above in this Item 4 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Option Agreement and the Voting Agreement listed as Exhibits 1, 2 and 3,
respectively, to this Schedule 13D, and are incorporated in this Item 3 in their
entirety where such references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3 and 4 is
hereby incorporated herein by reference.
The number of shares of Bluestone Common Stock covered by the Option is
4,058,494 (representing approximately 19.9% of the shares of Bluestone Common
Stock issued and outstanding as of October 24, 2000, as represented by Bluestone
in the Merger Agreement). In the event that Hewlett-Packard exercises the option
it would have the sole power to vote the shares and would then be entitled to
all rights as a stockholder of Hewlett-Packard as to the shares. The Option is
not currently exercisable, and until the Option becomes exercisable and is
exercised, Hewlett-Packard does not have any right to vote (or to direct the
vote of) or dispose (or to direct the disposition of) any shares of Bluestone
Common Stock that may be purchased upon exercise of the Option. Accordingly,
Hewlett-Packard expressly disclaims beneficial ownership of all such shares.
As a result of the Voting Agreement, Hewlett-Packard may be deemed to be the
beneficial owner of at least 6,132,296 shares of Bluestone Common Stock which
constitutes approximately 29.5% of the issued and outstanding shares of
Bluestone Common Stock based on the number of shares of Bluestone Common Stock
outstanding as of October 24, 2000, (as represented by Bluestone in the Merger
Agreement). While Hewlett-Packard may be deemed to have the shared power to vote
these shares of Bluestone Common Stock with respect to those matters described
in Item 3, however, Hewlett-Packard (i) is not entitled to any rights as a
stockholder of Bluestone as to the above mentioned shares and (ii) disclaims any
beneficial ownership of the shares of Bluestone Common Stock which are covered
by the Voting Agreement.
Set forth in Annex B are the names of the stockholders of Bluestone that
have entered into the Voting Agreement with Hewlett-Packard and their present
principal occupation or employment, including the name, principal business and
address of any corporation or other organization in which such employment is
conducted, to Hewlett-Packard's knowledge.
Other than as set forth in this Schedule 13D, as of the date hereof
(i) neither Hewlett-Packard nor any subsidiary of Hewlett-Packard nor, to the
best of Hewlett-Packard's knowledge, any of Hewlett-
6
<PAGE>
Packard's executive officers, directors or other affiliates beneficially owns
any shares of Bluestone Common Stock, and (ii) there have been no transactions
in shares of Bluestone Common Stock effected during the past 60 days by
Hewlett-Packard or by any subsidiary of Hewlett-Packard or, to the best of
Hewlett-Packard's knowledge, by any of Hewlett-Packard's executive officers,
directors or other affiliates.
No other person is known by Hewlett-Packard to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Bluestone Common Stock obtainable by Hewlett-Packard upon
exercise of the Option.
References to, and descriptions of, the Merger Agreement, the Option
Agreement and the Voting Agreement as set forth above in this Item 5 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Option Agreement and the Voting Agreement listed as Exhibits 1, 2 and 3
respectively, to this Schedule 13D, and are incorporated in this Item 3 in their
entirety where such references and descriptions appear.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth, or incorporated by reference, in Items 3 through
5 is hereby incorporated hereby by reference. References to, and descriptions
of, the Merger Agreement, the Option Agreement and the Voting Agreement as set
forth above in this Item 6 are qualified in their entirety by reference to the
copies of the Merger Agreement, the Option Agreement and the Voting Agreement
listed as Exhibits 1, 2 and 3 respectively, to this Schedule 13D, and are
incorporated in this Item 3 in their entirety where such references and
descriptions appear.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Agreement and Plan of Merger, dated as of October 24, 2000, by and among
Hewlett-Packard Company, Beta Acquisition Corporation and Bluestone
Software, Inc.
2. Stock Option Agreement, dated as of October 24, 2000, between
Hewlett-Packard Company and Bluestone Software, Inc.
3. Voting Agreement, dated as of October 24, 2000, among certain stockholders
of Bluestone Software, Inc., Bluestone Software, Inc. and Hewlett-Packard
Company.
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 3, 2000
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
--------------------------------------
Name: Charles N. Charnas
Title: Assistant Secretary and
Senior Managing Counsel
8
<PAGE>
ANNEX A
The name and present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
Hewlett-Packard Company are set forth below. Unless otherwise indicated, each
individual's business address is the address of Hewlett-Packard Company, 3000
Hanover Street, MS20-BT, Palo Alto, California 94304, and each individual is a
United States citizen.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---------------- ---------------------------- -----------
<S> <C> <C>
Susan D. Bowick.................. Vice President, Human Resources
Raymond W. Cookingham............ Vice President and Corporate Controller
Debra L. Dunn.................... Vice President, Strategy and Corporate Operations
Carleton S. Fiorina*............. Chairman, President and Chief Executive Officer
Ann M. Livermore................. President, Business Customer Organization
Carolyn M. Ticknor............... President, Imaging and Printing Systems and Vice President
Robert P. Wayman*................ Executive Vice President, Finance and Administration and
Chief Financial Officer
Duane E. Zitzner................. President, Computing Systems and Vice President
Philip M. Condit*................ Chairman and Chief Executive Officer of The Boeing Company,
P.O. Box 3707--M/S 10-10, Seattle, Washington 98124-2207
Patricia C. Dunn*................ Chairman and Chief Executive Officer of Barclays Global
Investors, 45 Fremont Street, San Francisco, California,
94105
Sam Ginn*........................ Chairman of Vodafone Air Touch PLC, 1 California Street,
30th Floor, San Francisco, California, 94111
Richard A. Hackborn*............. 2895 Los Altos Drive, Meridian, ID 83642
Walter B. Hewlett*............... Independent Software Developer, 945 Addison Avenue, Palo
Alto, California, 94301
Dr. George A. Keyworth II*....... Chairman and Senior Fellow, The Progress and Freedom
Foundation, a public policy research institute, 41 Avenida
de las Casas, Santa Fe, New Mexico, 87501
Robert E. Knowling, Jr.*......... Chairman, President and Chief Executive Officer of Covad
Communications, 2330 Central Expressway, Santa Clara,
California, 95050
Susan Packard Orr*............... President, the Technology Resource Assistance Center, a
provider of computer consulting and software development
services to non-profit organizations, 610 Cowper Street,
Palo Alto, California, 94301
</TABLE>
------------------------
* Director of Hewlett-Packard Company.
A-1
<PAGE>
ANNEX B
Set forth below is the name, current business address, the present principal
occupation or employment of each Bluestone Software, Inc. stockholder that
entered into a voting agreement with Hewlett-Packard Company and Bluestone
Software, Inc. Except as indicated below, the business address of each such
person is c/o Bluestone Software, Inc., 300 Stevens Drive, Philadelphia,
Pennsylvania, 19113-1597.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS SHARES BENEFICIALLY OWNED
------------------------- --------------------------
<S> <C>
PATRICOF & CO. VENTURES, INC. FUNDS
APA Excelsior IV, L.P..................................... 2,632,540
APA Excelsior IV/Offshore, L.P............................ 464,567
Patricof Private Investment Club, L.P..................... 50,361
P/A Fund, L.P............................................. 1,376,528
Paul Melan Baiada........................................... 1,448,334
Trust dated 11/18/98
(Diane Baiada & J. Mark Baiada, Trustees)................... 159,966
Trust dated 3/3/98
(Paul Melan Baiada, Trustee)................................ 24,962
Trust dated 11/18/98
(Paul Melan Baiada, Trustee)................................ 533,766
TOTAL....................................................... 6,691,024
</TABLE>
B-1
<PAGE>
EXHIBIT INDEX
1. Agreement and Plan of Merger, dated as of October 24, 2000, by and among
Hewlett-Packard Company, Beta Acquisition Corporation and Bluestone
Software, Inc.
2. Stock Option Agreement, dated October 24, 2000 between Bluestone Software,
Inc. and Hewlett-Packard Company.
3. Voting Agreement, dated as of October 24, 2000, among certain stockholders
of Bluestone Software, Inc., Bluestone Software, Inc. and Hewlett-Packard
Company.
