SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0011617
(State or other jurisdiction (IRS Employer
of
incorporation or Identification No.)
organization)
20555 S.H. 249
Houston, Texas 77070
(Address of Principal (Zip Code)
Executive Offices)
___________________________
Compaq Computer Corporation
1995 Equity Incentive Plan
(Full Title of the Plan)
__________________________
Wilson D. Fargo
Senior Vice President, General Counsel & Secretary
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
(Name and address of agent for service)
__________________________
(713) 370-0670
(Telephone Number, Including Area Code, of Agent for Service)
===========================================================================
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate Offering Amount of
to be to be Offering Price Price(2) Registration
Registered Registered Per Share(2) Fee
---------------------------------------------------------------------------
Common Stock, 13,000,000(1) $50.50 $ 656,500,000 $226,379.31
$.01 par shares
value
===========================================================================
(1) Plus such indeterminable number of additional shares
as may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend, or
similar capital adjustment, as required by the plan.
(2) Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) and (h)
using the average of the high and low priced reported on
the New York Stock Exchange transactions tape on
September 6, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Compaq
Computer Corporation (the "Company" or the "Registrant") with
the Securities and Exchange Commission are incorporated herein
by reference:
1. The Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1994;
2. The Registrant's Quarterly Report on Form 10-Q
filed pursuant to Section 13 of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 1995;
3. The Registrant's Quarterly Report on Form 10-Q filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 1995; and
4. The description of the Registrant's common stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director or
officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify directors, officers,
employees and others in an action by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation. Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to
above or in the defense of any claim, issue or matter therein,
the corporation must indemnify such director or officer
against the expenses (including attorneys' fees) which he or
she actually and reasonably incurred in connection therewith.
Article VI of the By-Laws of the Company provides for
indemnification of the directors and officers of the Company
to the fullest extent permitted by law. Section 6.4 of the By-
Laws provides that expenses incurred by a director or officer
in defending a suit or other similar proceeding shall be paid
by the Company upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it is
ultimately determined that such director or officer is not
entitled to be indemnified by the Company.
In addition, Article 6 of the Company's Restated
Certificate of Incorporation (the "Charter") contains a
provision that limits the liability of the Company's directors
to the fullest extent permitted by the Delaware General
Corporation Law. The provision eliminates the personal
liability of directors to the Company or its stockholders for
monetary damages for breach of the director's fiduciary duty
as a director. As a result, stockholders may be unable to
recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty
of care. The provision does not change the liability of a
director for breach of his duty of loyalty to the Company or
to stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, for the declaration or payment of dividends in violation
of Delaware law, or in respect to any transaction from which a
director receives an improper personal benefit.
In addition to its Charter and By-Laws provisions, the
Company has taken such other steps as are reasonably necessary
to effect its indemnification policy. Included among such
other steps is liability insurance provided by the Company for
its directors and officers for certain losses arising from
claims or charges made against them in their capacities as
directors or officers of the Company. The Company has also
entered into indemnification agreements with individual
officers and directors. These agreements generally provide
such officers and directors with a contractual right to
indemnification to the full extent provided by applicable law
and the By-Laws of the Company as in effect at the respective
dates of such agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Davis Polk & Wardwell, special counsel to the
Company, as to the legality of the securities being
registered.
23.1 Consent of Davis Polk & Wardwell, special counsel to the
Company, is included in the opinion filed as Exhibit 5.1
to this Registration Statement.
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Power of Attorney is included on the signature page of
this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
with remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURE AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the
11th day of September, 1995.
COMPAQ COMPUTER CORPORATION
By: /s/ Daryl J. White
Daryl J. White, Senior Vice President,
Finance, and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Compaq
Computer Corporation, do hereby constitute and appoint
Eckhard Pfeiffer, Daryl J. White and Wilson D. Fargo, or any
one of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and on our behalf in
our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents,
or either one of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including
specifically, but without limitation, power and authority to
sign for us or any of us, in our names in the capacities
indicated below, any and all amendments thereto; and we do
each hereby ratify and confirm all that the said attorneys
and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
-----------------------------------------------------------------------------
/s/ Eckhard Pfeiffer President,Chief Executive Officer September 11, 1995
(Eckhard Pfeiffer) and Director
(principal executive officer)
/s/ Daryl J. White Senior Vice President, Finance and September 11, 1995
(Daryl J. White) Chief Financial Officer (principal
financial and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of Directors September 11, 1995
(Benjamin M. Rosen)
/s/ Robert Ted Enloe, III Director September 11, 1995
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director September 11, 1995
(George H. Heilmeier)
s/s George E.R. Kinnear II Director September 11, 1995
(George E.R. Kinnear II)
/s/ Peter N. Larson Director September 11, 1995
(Peter N. Larson)
/s/ Kenneth L. Lay Director September 11, 1995
(Kenneth L. Lay)
/s/ Kenneth Roman Director September 5, 1995
(Kenneth Roman)
EXHIBIT INDEX
Exhibit
5.1 Opinion of Davis Polk & Wardwell, special counsel
to the Company, as to the legality of the securities
being registered.
23.1 Consent of Davis Polk & Wardwell, special counsel
to the Company, is included in the opinion filed as
Exhibit 5.1 to this Registration Statement.
23.2 Consent of Price Waterhouse LLP, Independent
Accountants.
24.1 Power of Attorney is included on the signature page
of this Registration Statement.
Exhibit 5.1
September 11, 1995
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Gentlemen and Ladies:
We have acted as counsel for Compaq Computer
Corporation (the "Corporation") in connection with its
Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as
amended, 13,000,000 shares (the "Shares") of Common Stock,
$.01 par value, of the Corporation issuable pursuant to the
Compaq Computer Corporation 1995 Equity Incentive Plan (the
"Plan"). In connection therewith, we have examined
originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we
have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion
that the Shares deliverable pursuant to the Plan have been
duly authorized and, when and to the extent issued adequate
consideration therefor, will be validly issued, fully paid
and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
Davis Polk & Wardwell
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 24, 1995, appearing on page 15 of Compaq Computer
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
September 8, 1995
