<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
REGISTRATION NO. 333-49678
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3570 94-1081436
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
</TABLE>
3000 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ANN O. BASKINS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
Kenton J. King, Esq. Charles N. Charnas, Esq. Michael P. Gallagher, Esq.
Skadden, Arps, Slate, Meagher & Flom Assistant Secretary and Pepper Hamilton LLP
LLP
525 University Avenue, Suite 220 Senior Managing Counsel 1235 Westlakes Drive, Suite 400
Palo Alto, California 94301 Hewlett-Packard Company Berwyn, Pennsylvania 19312
(650) 470-4500 3000 Hanover Street (610) 640-7800
Palo Alto, California
94304
(650) 857-1501
</TABLE>
------------------------
Approximate Date of Commencement of Proposed Sale to Public: As soon as
practicable after this registration statement becomes effective and upon
consummation of the transactions described in the enclosed prospectus.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
2(a) Master Separation and Distribution Agreement between
Hewlett-Packard Company and Agilent Technologies, Inc.
effective as of August 12, 1999, which appears as Exhibit 2
to Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999, which exhibit is incorporated
herein by reference.
2(b) Agreement and Plan of Merger dated as of October 24, 2000,
among Hewlett-Packard Company, Beta Acquisition Corporation
and Bluestone Software, Inc. (included as Appendix A to the
prospectus/proxy statement).*
2(c) Stock Option Agreement between Hewlett-Packard Company and
Bluestone Software, Inc., dated as of October 24, 2000
(included as Appendix B to the prospectus/proxy statement).*
2(d) Voting Agreement among Hewlett-Packard Company, Bluestone
Software, Inc. and certain stockholders of Bluestone
Software, Inc. (included as Appendix C to the
prospectus/proxy statement).*
3(a) Registrant's Amended and Restated Certificate of
Incorporation, which appears as Exhibit 3(a) to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1998, which exhibit is incorporated herein by
reference.
3(b) Registrant's Amended By-Laws, which appears as Exhibit 3(b)
to Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999, which exhibit is incorporated
herein by reference.
4(a) Indenture dated as of October 14, 1997 among Registrant and
Chase Trust Company of California regarding Liquid Yield
Option Notes due 2017 which appears as Exhibit 4.2 to
Registrant's Registration Statement on Form S-3
(Registration No. 333-44113), which exhibit is incorporated
herein by reference.
4(b) Supplemental Indenture dated as of March 16, 2000 among
Registrant and Chase Trust Company of California regarding
Liquid Yield Option Notes due 2017 which appears as
Exhibit 4(b) to Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2000, which exhibit is
incorporated herein by reference.
4(c) Form of Registrant's 7.15% Global notes due June 15, 2005
and related Officers' Certificate, which appear as
Exhibits 4.1 and 4.3 to Registrant's Form 8-K filed on
June 15, 2000, which exhibits are incorporated herein by
reference.
4(d) Senior Indenture, which appears as Exhibit 4.1 to
Registrant's Registration Statement on Form S-3 dated
February 18, 2000, as amended by Amendment No. 1 thereto
dated March 17, 2000 (Registration No. 333-30786), which
exhibit is incorporated herein by reference.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
8(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP.**
8(b) Tax opinion of Pepper Hamilton LLP.**
10(a) Registrant's 1985 Incentive Compensation Plan, as amended,
which appears as Exhibit 10(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31,
1999, which exhibit is incorporated herein by reference.
10(b) Registrant's 1985 Incentive Compensation Plan, as amended,
stock option agreement, which appears as Exhibit 10(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, which exhibit is incorporated herein
by reference.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
10(c) Registrant's Excess Benefit Retirement Plan, amended and
restated as of November 1, 1999 which appears as
Exhibit 10(c) to Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2000, which exhibit is
incorporated by reference herein.
10(d) Registrant's 1990 Incentive Stock Option Plan, as amended,
which appears as Exhibit 10(d) to Registrant's Annual Report
on Form 10-K for the fiscal year ended October 31, 1999,
which exhibit is incorporated herein by reference.
10(e) Registrant's 1990 Incentive Stock Option Plan, as amended,
stock option agreement, which appears as Exhibit 10(e) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, which exhibit is incorporated herein
by reference.
10(f) Registrant's 1995 Incentive Stock Plan, as amended, which
appears as Exhibit 10(f) to Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1999, which
exhibit is incorporated herein by reference.
10(g) Registrant's 1995 Incentive Stock Plan, as amended, stock
option and restricted stock agreements, which appears as
Exhibit 10(g) to Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999, which exhibit is
incorporated herein by reference.
10(h) Registrant's 1997 Director Stock Plan which appears as
Exhibit 99 to Registrant's Form S-8 filed on March 7, 1997,
which exhibit is incorporated herein by reference.
10(i) Registrant's Executive Deferred Compensation Plan, Amended
and Restated effective November 1, 1999, which appears as
Exhibit 10(i) to Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999, which exhibit is
incorporated herein by reference.
10(j) VeriFone, Inc. Amended and Restated 1992 Non-Employee
Directors' Stock Option Plan which appears as Exhibit 99.1
to Registrant's Form S-8 filed on July 1, 1997, which
exhibit is incorporated herein by reference.
10(k) VeriFone, Inc. Amended and Restated Incentive Stock Option
Plan and form of agreement which appears as Exhibit 99.2 to
Registrant's Form S-8 filed on July 1, 1997, which exhibit
is incorporated herein by reference.
10(l) VeriFone, Inc. Amended and Restated 1987 Supplemental Stock
Option Plan and form of agreement which appears as
Exhibit 99.3 to Registrant's Form S-8 filed on July 1, 1997,
which exhibit is incorporated herein by reference.
10(m) Enterprise Integration Technologies Corporation 1991 Stock
Plan and form of agreement which appears as Exhibit 99.4 to
Registrant's Form S-8 filed on July 1, 1997, which exhibit
is incorporated herein by reference.
10(n) VeriFone, Inc. Amended and Restated Employee Stock Purchase
Plan which appears as Exhibit 99.1 to Registrant's Form S-8
filed on July 1, 1997, which exhibit is incorporated herein
by reference.
10(o) Registrant's 1998 Subsidiary Employee Stock Purchase Plan
and the Subscription Agreement which appear as Appendices E
and E-1 to Registrant's Proxy Statement dated January 12,
1998, respectively, which appendices are incorporated herein
by reference.
10(p) Transition Agreement, dated May 20, 1999, between Registrant
and Lewis E. Platt which appears as Exhibit 10(ee) to
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999, which exhibit is incorporated
herein by reference.
10(q) Employment Agreement, dated May 20, 1999, between Registrant
and Robert P. Wayman which appears as Exhibit 10(ff) to
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999, which exhibit is incorporated
herein by reference.
10(r) Employment Agreement, dated July 17, 1999, between
Registrant and Carleton S. Fiorina which appears as
Exhibit 10(gg) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
10(s) Executive Transition Program which appears as
Exhibit 10(hh) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(t) Incentive Stock Plan Stock Option Agreement (Non-Qualified),
dated July 17, 1999, between Registrant and Carleton S.
Fiorina which appears as Exhibit 10(ii) to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 1999, which exhibit is incorporated herein by
reference.
10(u) Restricted Stock Agreement, dated July 17, 1999, between
Registrant and Carleton S. Fiorina which appears as
Exhibit 10(jj) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(v) Restricted Stock Unit Agreement, dated July 17, 1999,
between Registrant and Carleton S. Fiorina which appears as
Exhibit 10(kk) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(w) Registrant's 2000 Stock Plan which appears as Appendix A to
Registrant's Proxy Statement dated January 18, 2000, which
appendix is incorporated herein by reference.
10(x) Registrant's 2000 Employee Stock Purchase Plan which appears
as Appendix B to Registrant's Proxy Statement dated
January 18, 2000, which appendix is incorporated herein by
reference.
10(y) Registrant's Pay-for-Results Plan which appears as
Appendix C to Registrant's Proxy Statement dated
January 18, 2000, which appendix is incorporated herein by
reference.
23(a) Consent of Independent Accountants (Hewlett-Packard
Company).*
23(b) Consent of Independent Accountants (Bluestone Software,
Inc.).*
23(c) Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5).*
23(d) Consent of Deutsche Bank Securities Inc.*
24 Power of Attorney.*
99(a) Form of Bluestone Software, Inc. Proxy.*
99(b) Opinion of Deutsche Bank Securities Inc., dated October 24,
2000 (included as Appendix D to the prospectus/proxy
statement).*
</TABLE>
------------------------
* Previously filed.
** Filed herewith.
(b) FINANCIAL STATEMENT SCHEDULES
No schedules are included in the foregoing financial statements because the
required information is inapplicable or is presented in the financial statements
or related notes thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Palo Alto, California, on the 18th day of January, 2001.
<TABLE>
<S> <C> <C>
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
-----------------------------------------
Charles N. Charnas
ASSISTANT SECRETARY AND SENIOR MANAGING
COUNSEL
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ CARLETON S. FIORINA* President, Chief Executive Officer
------------------------------------ and Chairman of the Board January 18, 2001
Carleton S. Fiorina (Principal Executive Officer)
Executive Vice President Finance and
/s/ ROBERT P. WAYMAN* Administration, Chief Financial
------------------------------------ Officer and Director (Principal January 18, 2001
Robert P. Wayman Financial Officer)
/s/ RAYMOND W. COOKINGHAM*
------------------------------------ Vice President and Controller January 18, 2001
Raymond W. Cookingham (Principal Accounting Officer)
/s/ PHILIP M. CONDIT*
------------------------------------ Director January 18, 2001
Philip M. Condit
/s/ RICHARD A. HACKBORN*
------------------------------------ Director January 18, 2001
Richard A. Hackborn
/s/ DR. GEORGE A. KEYWORTH II*
------------------------------------ Director January 18, 2001
Dr. George A. Keyworth II
/s/ SUSAN P. ORR*
------------------------------------ Director January 18, 2001
Susan P. Orr
</TABLE>
<TABLE>
<S> <C>
*By: /s/ CHARLES N. CHARNAS
------------------------------
Charles N. Charnas
(ATTORNEY-IN-FACT)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
2(a) Master Separation and Distribution Agreement between
Hewlett-Packard Company and Agilent Technologies, Inc.
effective as of August 12, 1999, which appears as Exhibit 2
to Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999, which exhibit is incorporated
herein by reference.
2(b) Agreement and Plan of Merger dated as of October 24, 2000,
among Hewlett-Packard Company, Beta Acquisition Corporation
and Bluestone Software, Inc. (included as Appendix A to the
prospectus/proxy statement).*
2(c) Stock Option Agreement between Hewlett-Packard Company and
Bluestone Software, Inc., dated as of October 24, 2000
(included as Appendix B to the prospectus/proxy statement).*
2(d) Voting Agreement among Hewlett-Packard Company, Bluestone
Software, Inc. and certain stockholders of Bluestone
Software, Inc. (included as Appendix C to the
prospectus/proxy statement).*
3(a) Registrant's Amended and Restated Certificate of
Incorporation, which appears as Exhibit 3(a) to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1998, which exhibit is incorporated herein by
reference.
3(b) Registrant's Amended By-Laws, which appears as Exhibit 3(b)
to Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999, which exhibit is incorporated
herein by reference.
4(a) Indenture dated as of October 14, 1997 among Registrant and
Chase Trust Company of California regarding Liquid Yield
Option Notes due 2017 which appears as Exhibit 4.2 to
Registrant's Registration Statement on Form S-3
(Registration No. 333-44113), which exhibit is incorporated
herein by reference.
4(b) Supplemental Indenture dated as of March 16, 2000 among
Registrant and Chase Trust Company of California regarding
Liquid Yield Option Notes due 2017 which appears as
Exhibit 4(b) to Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2000, which exhibit is
incorporated herein by reference.
4(c) Form of Registrant's 7.15% Global notes due June 15, 2005
and related Officers' Certificate, which appear as
Exhibits 4.1 and 4.3 to Registrant's Form 8-K filed on
June 15, 2000, which exhibits are incorporated herein by
reference.
4(d) Senior Indenture, which appears as Exhibit 4.1 to
Registrant's Registration Statement on Form S-3 dated
February 18, 2000, as amended by Amendment No. 1 thereto
dated March 17, 2000 (Registration No. 333-30786), which
exhibit is incorporated herein by reference.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
8(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP.**
8(b) Tax opinion of Pepper Hamilton LLP.**
10(a) Registrant's 1985 Incentive Compensation Plan, as amended,
which appears as Exhibit 10(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31,
1999, which exhibit is incorporated herein by reference.
10(b) Registrant's 1985 Incentive Compensation Plan, as amended,
stock option agreement, which appears as Exhibit 10(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, which exhibit is incorporated herein
by reference.
10(c) Registrant's Excess Benefit Retirement Plan, amended and
restated as of November 1, 1999 which appears as
Exhibit 10(c) to Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2000, which exhibit is
incorporated by reference herein.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
10(d) Registrant's 1990 Incentive Stock Option Plan, as amended,
which appears as Exhibit 10(d) to Registrant's Annual Report
on Form 10-K for the fiscal year ended October 31, 1999,
which exhibit is incorporated herein by reference.
10(e) Registrant's 1990 Incentive Stock Option Plan, as amended,
stock option agreement, which appears as Exhibit 10(e) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, which exhibit is incorporated herein
by reference.
10(f) Registrant's 1995 Incentive Stock Plan, as amended, which
appears as Exhibit 10(f) to Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1999, which
exhibit is incorporated herein by reference.
10(g) Registrant's 1995 Incentive Stock Plan, as amended, stock
option and restricted stock agreements, which appears as
Exhibit 10(g) to Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999, which exhibit is
incorporated herein by reference.
10(h) Registrant's 1997 Director Stock Plan which appears as
Exhibit 99 to Registrant's Form S-8 filed on March 7, 1997,
which exhibit is incorporated herein by reference.
10(i) Registrant's Executive Deferred Compensation Plan, Amended
and Restated effective November 1, 1999, which appears as
Exhibit 10(i) to Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999, which exhibit is
incorporated herein by reference.
10(j) VeriFone, Inc. Amended and Restated 1992 Non-Employee
Directors' Stock Option Plan which appears as Exhibit 99.1
to Registrant's Form S-8 filed on July 1, 1997, which
exhibit is incorporated herein by reference.
10(k) VeriFone, Inc. Amended and Restated Incentive Stock Option
Plan and form of agreement which appears as Exhibit 99.2 to
Registrant's Form S-8 filed on July 1, 1997, which exhibit
is incorporated herein by reference.
10(l) VeriFone, Inc. Amended and Restated 1987 Supplemental Stock
Option Plan and form of agreement which appears as
Exhibit 99.3 to Registrant's Form S-8 filed on July 1, 1997,
which exhibit is incorporated herein by reference.
10(m) Enterprise Integration Technologies Corporation 1991 Stock
Plan and form of agreement which appears as Exhibit 99.4 to
Registrant's Form S-8 filed on July 1, 1997, which exhibit
is incorporated herein by reference.
10(n) VeriFone, Inc. Amended and Restated Employee Stock Purchase
Plan which appears as Exhibit 99.1 to Registrant's Form S-8
filed on July 1, 1997, which exhibit is incorporated herein
by reference.
10(o) Registrant's 1998 Subsidiary Employee Stock Purchase Plan
and the Subscription Agreement which appear as Appendices E
and E-1 to Registrant's Proxy Statement dated January 12,
1998, respectively, which appendices are incorporated herein
by reference.
10(p) Transition Agreement, dated May 20, 1999, between Registrant
and Lewis E. Platt which appears as Exhibit 10(ee) to
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999, which exhibit is incorporated
herein by reference.
10(q) Employment Agreement, dated May 20, 1999, between Registrant
and Robert P. Wayman which appears as Exhibit 10(ff) to
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999, which exhibit is incorporated
herein by reference.
10(r) Employment Agreement, dated July 17, 1999, between
Registrant and Carleton S. Fiorina which appears as
Exhibit 10(gg) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(s) Executive Transition Program which appears as
Exhibit 10(hh) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- ------------------------------------------------------------
<S> <C>
10(t) Incentive Stock Plan Stock Option Agreement (Non-Qualified),
dated July 17, 1999, between Registrant and Carleton S.
Fiorina which appears as Exhibit 10(ii) to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 1999, which exhibit is incorporated herein by
reference.
10(u) Restricted Stock Agreement, dated July 17, 1999, between
Registrant and Carleton S. Fiorina which appears as
Exhibit 10(jj) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(v) Restricted Stock Unit Agreement, dated July 17, 1999,
between Registrant and Carleton S. Fiorina which appears as
Exhibit 10(kk) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1999, which
exhibit is incorporated herein by reference.
10(w) Registrant's 2000 Stock Plan which appears as Appendix A to
Registrant's Proxy Statement dated January 18, 2000, which
appendix is incorporated herein by reference.
10(x) Registrant's 2000 Employee Stock Purchase Plan which appears
as Appendix B to Registrant's Proxy Statement dated
January 18, 2000, which appendix is incorporated herein by
reference.
10(y) Registrant's Pay-for-Results Plan which appears as
Appendix C to Registrant's Proxy Statement dated
January 18, 2000, which appendix is incorporated herein by
reference.
23(a) Consent of Independent Accountants (Hewlett-Packard
Company).*
23(b) Consent of Independent Accountants (Bluestone Software,
Inc.).*
23(c) Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5).*
23(d) Consent of Deutsche Bank Securities Inc.*
24 Power of Attorney.*
99(a) Form of Bluestone Software, Inc. Proxy.*
99(b) Opinion of Deutsche Bank Securities Inc., dated October 24,
2000 (included as Appendix D to the prospectus/proxy
statement).*
</TABLE>
------------------------
* Previously filed.
** Filed herewith.
