SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Raptor Systems, Inc.
(Name of issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
753817 10 5
(CUSIP number)
J. David Cabello, Vice President and Assistant General Counsel
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
(713) 514-2634
(Name, address and telephone number of person
authorized to receive notices and communications)
October 10, 1996
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4),
check the following box:__
1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS: CPQ Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a)__
N/A (b)__
3. SEC USE ONLY:
4. SOURCE OF FUNDS* : OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e): __
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 863,636
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 863,636
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
863,636
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*__
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.67
14. TYPE OF REPORTING PERSON* : CO
Item 1. Security and Issuer.
This Schedule 13D relates to 863,636 shares (the
"Shares") of common stock, par value $.01 per share (the
"Common Stock"), issued by Raptor Systems, Inc., a Delaware
corporation (the "Registrant"), with its principal place of business
at 69 Hickory Drive, Waltham, Massachusetts 02154.
Item 2. Identity and Background.
This Schedule 13D is being filed by CPQ Holdings, Inc., a
Delaware corporation (the "Reporting Person"), with its principal
office and place of business at 20555 S.H. 249, Houston, Texas
77070. The principal business of the Reporting Person is
investment activities. The name, business address, citizenship and
principal occupation of each director and executive officer of the
Reporting Person and of Compaq Computer Corporation, of
which the Reporting Person is a wholly owned subsidiary (the
"Parent Corporation"), is set forth on Exhibit A hereto. Also set
forth on Exhibit A hereto is the name, address and principal
business of each corporation in which the occupations of such
directors and executive officers are conducted.
During the last five years, neither the Reporting Person nor
the Parent Corporation (i) has been convicted in a criminal
proceeding or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in the Reporting Person or the Parent Corporation being
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 a finding of a violation with
respect to such laws.
During the last five years, none of the executive officers or
directors of the Reporting Person and the Parent Corporation
have been convicted in a criminal proceeding nor have any of such
persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
any of such executive officers or directors being 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 a finding of a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The Reporting Person is the beneficial owner, or may be
deemed to be the beneficial owner, of the Shares. The Parent
Corporation assigned 500,000 of the Shares and warrants to
purchase 363,636 of the Shares (the "Warrants") to the Reporting
Person on October 10, 1996. The Reporting Person exercised all
of the Warrants for a purchase price of $11.00 per share on
October 11, 1996. In exchange for the Shares and Warrants, the
Reporting Person assumed all obligations related to the Shares,
Warrants and certain agreements with the Registrant.
Item 4. Purpose of Transaction.
The Parent Corporation is a leading supplier of personal
computers. The Registrant is a leading vendor of Internet firewall
technology on NT platforms. The Registrant and the Parent
Corporation entered into a Stock and Warrant Purchase
Agreement on January 16, 1996, in which the Registrant agreed to
sell to the Parent Corporation the Shares and the Warrants, and
the Parent Corporation agreed to negotiate in good faith a
technology agreement by which it would agree to incorporate some
of the Registrant's products in its servers and other PC products.
The Registrant and the Parent Corporation signed a Network
Security Partnership Agreement on April 15, 1996, which sets
forth their business relationship. All of the rights and obligations
of the Parent Corporation under the Stock and Warrant Purchase
Agreement and the Network Security Partnership Agreement,
together with all right, title and interest in and to the Shares and
Warrants, were assigned to the Reporting Person as part of a
corporate reorganization of the minority equity investments of the
Parent Corporation.
Item 5. Interest in Securities of the Issuer.
This Schedule 13D relates to the Shares which constitute
6.67% of the outstanding shares of Common Stock of the
Registrant. The Parent Corporation assigned 500,000 of the
Shares and the Warrants to the Reporting Person on October 10,
1996. The Reporting Person exercised all of the Warrants on
October 11, 1996. The Reporting Person has sole voting and sole
dispositive power with respect to the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
October 10, 1996
CPQ Holdings, Inc.
By: /s/ David J. Schempf
Name: David J. Schempf
Title: Vice President and Treasurer
Exhibit A
COMPAQ COMPUTER CORPORATION
EXECUTIVE OFFICERS
Name Principal Occupation
Eckhard Pfeiffer* President and Chief Executive
Officer of Compaq
Computer Corporation
Andreas Barth Senior Vice President, General
Manager, Europe, Middle
East and Africa, Compaq
Computer Corporation
Ross Cooley Senior Vice President, General
Manager, North America,
Compaq Computer
Corporation
Wilson D. Fargo Senior Vice President, General
Counsel and Secretary,
Compaq Computer
Corporation
Hans W. Gutsch Senior Vice President, Human
Resources and
Environment, Compaq
Computer Corporation
Michael D. Heil Senior Vice President, Group
General Manager, Consumer
Products Group, Compaq
Computer Corporation
Earl L. Mason Senior Vice President, Finance
and Chief Financial Officer,
Compaq Computer
Corporation
Gregory E. Petsch Senior Vice President,
Corporate Operations and
Quality, Compaq Computer
Corporation
John T. Rose Senior Vice President, Group
General Manager, Enterprise
Computing Group, Compaq
Computer Corporation
Robert W. Stearns Senior Vice President,
Technology and Corporate
Development, Compaq
Computer Corporation
Michael J. Winkler Senior Vice President, Group
General Manager, PC
Products Group, Compaq
Computer Corporation
David J. Schempf Vice President, Corporate
Finance, Corporate Controller
and Treasurer, Compaq
Computer Corporation
John W. White Vice President, Chief
Information Officer, Compaq
Computer Corporation
The business address for each such executive officer is
Compaq Computer Corporation, 20555 S.H. 249, Houston,
TX 77070. Each such executive officer is a citizen of the
United States, except for Eckhard Pfeiffer and Hans Gutsch,
who are citizens of Germany
COMPAQ COMPUTER CORPORATION
BOARD OF DIRECTORS
Eckhard Pfeiffer
President & Chief Executive Officer, Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Benjamin M. Rosen
Chairman, Compaq Computer Corporation
Chairman, Sevin Rosen Management Company
200 Park Avenue, Suite 4503
New York, New York 10166
Lawrence T. Babbio, Jr
Bell Atlantic Corporation, Vice Chairman
1310 North Courthouse Road, 11th Floor
Arlington, Virginia 22201
Robert Ted Enloe, III
President, Libert, Investors
600 N. Pearl Street, Suite 420
Dallas, Texas 75201
Dr. George H. Heilmeier
President & Chief Executive Officer,
Bell Communications Research (Bellcore)
Morris Corporate Center (MCC)
445 South Street
Morristown, New Jersey 07960-6438
Adm. George E.R. Kinnear II USN (Ret.)
Chairman Emeritus, Retired Officers Association of the United States
15 Laurel Lane
Durham, New Hampshire 03824
Peter N. Larson
Chairman & Chief Executive, Brunswick Corporation
1 N. Field Court
Lake Forest, Illinois 60045
Kenneth L. Lay
Chairman & Chief Executive Officer, ENRON Corp.
1400 Smith Street, 50th Floor
Houston, Texas 77002
COMPAQ COMPUTER CORPORATION
BOARD OF DIRECTORS (CONT'D.)
Kenneth Roman
866 Third Avenue, 26th Floor
New York, New York 10022
Lucille S. Salhany
President & Chief Executive Officer, United Paramount Network (UPN)
11800 Wilshire Blvd.
Los Angeles, California 90025
Each such director is a citizen of the United States, except
for Eckhard Pfeiffer, who is a citizen of Germany.
CPQ HOLDINGS, INC.
BOARD OF DIRECTORS AND EXECUTIVE
OFFICERS
Robert W. Stearns
Director and President
David J. Schempf
Director, Vice President and Treasurer
Wilson D. Fargo
Director and Secretary
Max Maxwell
Vice President
The business address for each such director and executive
officer is 20555 S.H. 249, Houston, TX 77070. All of such
directors and executive officers are citizens of the United
States.
