Filed Pursuant to Rule 424(b)(3)
Registration No. 333-14327
102,268 Shares
COMPAQ COMPUTER CORPORATION
Common Stock
(par value $.01 per share)
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All of the 102,268 shares (the "Shares") of Common
Stock offered hereby are being sold by the Selling Stockholders
named herein. See "Selling Stockholders." The Shares may be
offered by the Selling Stockholders from time to time in
transactions in the over-the-counter market, on a national
securities exchange or otherwise at fixed prices which may be
changed, at market prices prevailing at the time of sale, at
prices related to such market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by
selling the Shares to or through underwriters, brokers, dealers
or agents who may receive compensation in the form of
discounts, commissions or concessions from the Selling
Stockholders or the purchasers of the Shares for whom such
underwriters, brokers, dealers or agents may act. See "Plan of
Distribution." The Company will not receive any of the
proceeds from the sale of any of the Shares by the Selling
Stockholders.
The Common Stock is listed on the New York Stock
Exchange under the symbol "CPQ."
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURI-TIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY ADE-
QUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
______________
The date of this Prospectus is November 15, 1996.
AVAILABLE INFORMATION
Compaq Computer Corporation (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission"). Reports and other information concerning the
Company may be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549; The Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington D.C. 20549 at prescribed rates. In addition, the
Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission; such
information may be found at http:\\www.sec.gov. The
Common Stock is listed on the New York Stock Exchange (the
"NYSE") and the Company's registration statements, reports,
proxy and information statements and other information may
also be inspected at the offices of the NYSE, 20 Broad Street,
New, York, New York 10005.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all exhibits and
amendments thereto, the "Registration Statement") filed by the
Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company
and the Shares offered hereby. Any statements contained
herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed the
Company with the Commission are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K
for the year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996; June 30, 1996; and
September 30, 1996
3. The Company's Current Reports on Form 8-K as
filed on January 26, 1996, March 4, 1996, April 26, 1996, July
29, 1996 and October 17, 1996; and
4. The description of the Common Stock contained
in the Company's Registration Statement on Form 8-A.
All documents subsequently filed by the Company
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. Any statement contained herein or in
a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in a subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such document. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
Copies of all documents incorporated by reference (other
than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents) will
be provided without charge to each person, including any
beneficial owner, who receives a copy of this Prospectus on the
written request of such person addressed to the Corporate
Secretary, Compaq Computer Corporation, 20555 S.H. 249,
Houston, Texas 77070-2698.
THE COMPANY
Compaq Computer Corporation, founded in 1982,
designs, develops, manufactures, and markets a wide range of
personal computing products, including desktop personal
computers, portable computers, and tower PC servers and
peripheral products that store and manage data in network
environments. The Company markets its products primarily to
business, home, government, and education customers. The
Company operates in one principal industry segment across
geographically diverse markets.
The Company, a Delaware corporation, has its principal
executive offices at 20555 SH 249, Houston, Texas 77070
(telephone number (713) 370-0670).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the shares offered hereby.
SELLING STOCKHOLDERS
The following table sets forth as of October 1, 1996, the
name of each Selling Stockholder, the Common Stock owned by each
Selling Stockholder, the amount of Common Stock offered hereby and
the number of amount of Common Stock to be owned by each Selling
Stockholder assuming all of the Shares offered hereby are sold.
Each of the stockholders shown below holds less than 1% of the total
outstanding Common Stock of the Company.
Common Stock Common Stock Common Stock
Name Prior to Offering Offered Hereby Held After
Offering
Walter and Lorraine Thirion(1) 198,268 98,268 100,000
Paul Andrew Michael Thirion 2,549 2,000 549
1989 Trust
Katherine Yvonne Thirion 2,549 2,000 549
1989 Trust
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(1) In addition, in connection with the acquisition of Thomas
Conrad Corporation ("TCC") by the Company, 37,045 shares
of Common Stock were placed in an escrow account of which
Walter and Lorraine Thirion are the beneficiaries. If required,
such shares will be transferred to Compaq in satisfaction of any
indemnity claims arising out of the acquisition of TCC. The
escrow is for a period of eighteen months from October 17,
1995. Until such time, Walter and Lorraine Thirion have the
power to direct the voting of any shares held in escrow.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The
Shares may be sold by one or more of the following: (a) a block
trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by
a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.
In connection with distributions of the Shares or
otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the
Shares registered hereunder in the course of hedging the
positions they assume with Selling Stockholders. The Selling
Stockholders may also enter into option or other transactions
with broker-dealers which require the delivery to the broker-
dealer of the Shares registered hereunder, which the broker-
dealer may resell or otherwise transfer pursuant to this
prospectus. The Selling Stockholder may also loan or pledge
the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default
the broker-dealer may effect sales of the pledged Shares
pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Selling
Stockholders in amounts to be negotiated in connection with the sale.
Such broker-dealers and any other participating broker-dealers may
be deemed to be "underwriters" within the meaning of the Securities
Act, in connection with such sales and any commission, discount or
concession may be deemed to be underwriting discounts or commission
under the Securities Act.
All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company.
Commissions, discounts and concessions, if any, attributable to
the sales of the Shares will be borne by the Selling Stockholders.
The Selling Stockholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the
Shares against certain liabilities, including liabilities arising
under the Securities Act. The Selling Stockholders have agreed to
indemnify certain persons including broker-dealers or agents against
certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act. Pursuant
to the registration rights agreement between the Company and the
Selling Stockholders, the Company has agreed to indemnify the
Selling Stockholders and any Underwriters (as defined in the
agreement) against certain liabilities in connection with the
offering of the Shares, including liabilities arising under the
Securities Act
LEGAL OPINIONS
The legality of the Shares to be offered hereby will be
passed upon by Wilson D. Fargo, Senior Vice President, General Counsel
and Secretary of the Company. Mr. Fargo owns 12,434 shares of Common
Stock and holds options to purchase an additional 193,997 shares of
Common Stock.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Compaq
Computer Corporation for the year ended December 31, 1995 have been
so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
No dealer, salesperson or other individual has been authorized
to give any information or to make any representations other than
those contained in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by
the Company or the Selling Stockholders. Neither the delivery of
this Prospectus nor any statement made hereunder shall, under any
circumstances, create any implication that there has been no change
in the facts set forth in this Prospectus or in the affairs of the
Company since the date hereof. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the Common
Stock in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.
102,268 Shares
Compaq Computer Corporation
Common Stock
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TABLE OF CONTENTS
PROSPECTUS
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Page
Available Information 2
Incorporation of Documents by Reference 2
The Company 4
Use of Proceeds 4
Selling Stockholders 4
Plan of Distribution 5
Legal Opinions 5
Experts 5
November 15, 1996
