SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 14, 1997
COMPAQ COMPUTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9026 76-0011617
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
20555 SH 249, HOUSTON, TEXAS 77070-2698
(Address of Principal Executive Offices)
(281) 370-0670
(Registrant's telephone number, including area code)
Item 5. Other Events.
The Registrant's news release dated May 14, 1997, with respect to its
successful tender offer for Microcom, Inc. is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
May 14, 1997 COMPAQ COMPUTER CORPORATION
/s/ Earl L. Mason
Earl L. Mason
Senior Vice President and Chief
Financial Officer
(as authorized officer and as
principal financial officer)
<PAGE>
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
PUBLIC RELATIONS DEPARTMENT HOUSTON, TEXAS 77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[Logo of Compaq Computer Corporation appears here]
FOR IMMEDIATE RELEASE
COMPAQ ANNOUNCES SUCCESSFUL TENDER OFFER FOR MICROCOM ACQUISITION
HOUSTON, May 14, 1997 - Compaq Computer Corporation (NYSE: CPQ) today
announced that 16,095,007 shares, or approximately 97 percent of the
outstanding shares of Microcom, Inc. (NASDAQ: MNPI), were tendered for $16.25
per share in cash in response to its tender offer which closed on May 13,
1997, based upon a preliminary count by ChaseMellon Shareholder Services, LLC,
the depositary. The shares (which include 1,566,847 shares subject to
guarantees of delivery or receipt of additional documentation) will be
purchased in accordance with the terms of the offer.
Microcom, located in Norwood, Massachusetts, is a leading provider of
central site and remote access solutions, offering a broad line of products
utilizing its wide area network (WAN) technology and its network management
and remote access software.
"This acquisition accelerates the evolution of Compaq from a PC company
to a full service computer company, and fuels our growth as we strive to
become one of the top three computer companies in the world," said Eckhard
Pfeiffer, President and Chief Executive Officer of Compaq Computer
Corporation.
Compaq will proceed with those steps necessary to complete the merger of
Microcom into Compaq-Boston, Inc., a wholly-owned subsidiary. A special
meeting of Microcom's shareholders is expected to be held in the second half
of June, and the merger will follow shortly thereafter.
Pursuant to the merger, any shares of Microcom common stock not tendered
and purchased pursuant to the tender offer or otherwise owned by Compaq will
be converted into the right to receive $16.25 per share in cash.
"We are very pleased with the large number of shares tendered and look
forward to integrating Microcom into our business," said Alan Lutz, Senior
Vice President and Group General Manager, Compaq Communication Products Group.
COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune 100 company, is the fifth largest
computer company in the world and the largest global supplier of personal
computers, delivering useful innovation through products that connect people
with people and people with information. The company is an industry leader in
environmentally friendly programs and business practices. Compaq is
strategically organized to meet the current and future needs of its customers,
offering Internet and enterprise computing solutions, networking products,
commercial PC products and consumer PCs. As the leader in distributed
enterprise solutions, Compaq has shipped over a million servers. In 1996, the
company reported worldwide sales of $18.1 billion. Compaq products are sold
and supported in more than 100 countries through a network of authorized
Compaq marketing partners. Customer support and information about Compaq and
its products can be found at http://www.compaq.com or by calling
1-800-OK-COMPAQ. Product information and reseller locations can be obtained
by calling 1-800-345-1518.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Product names mentioned
herein may be trademarks and/or registered trademarks of their respective
companies.
For further editorial information, contact:
Compaq Computer Corporation Nora Hahn 281-514-0484
[email protected]
Miller/Shandwick Technologies Julie Akstin 617-536-0470
[email protected]
