<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COMPAQ COMPUTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0011617
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
J. DAVID CABELLO
20555 S.H. 249 COMPAQ COMPUTER CORPORATION
HOUSTON, TEXAS 77070 20555 S.H. 249
(281) 370-0670 HOUSTON, TEXAS 77070
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (281) 370-0670
NUMBER,INCLUDING AREA CODE, OF REGISTRANT'S (NAME, ADDRESS, INCLUDING ZIP CODE,
PRINCIPAL EXECUTIVE OFFICES) AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
shares to be to be aggregate aggregate registration
registered registered price per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock
$0.01 par value 10,000,000 $63.125(1) $631,250,000(1) $191,288(1)
-----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low prices of the
Common Stock reported in the New York Stock Exchange consolidated reporting
system on November 14, 1997.
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
[COMPAQ LOGO]
COMPAQ COMPUTER CORPORATION
SHAREHOLDER INVESTOR PLAN
10,000,000 Shares of Common Stock
Compaq Computer Corporation is pleased to offer you the opportunity to
participate in its Shareholder Investor Plan. The Plan is designed to provide
you with a convenient method to purchase shares of Compaq common stock and to
reinvest cash dividends in the purchase of additional shares.
Key features of the Plan:
Enrollment: If you currently own Compaq common stock, registered in
your name, you may participate in the Plan by completing and
returning an enrollment form. If you own Compaq stock but your shares
are currently held by a bank or broker in its name (that is, in
"street name"), you will need to register the shares in your name and
then complete an enrollment form.
If you do not currently own any shares of Compaq common stock, you
may join the Plan by completing an enrollment form and making an
initial cash investment of at least $250.
Additional Investments: Once you have enrolled, you may make
additional investments in any amount from $50 to $10,000 per month by
check or money order or through automatic monthly deductions from a
qualified bank account.
Dividend Reinvestments: You may reinvest all, some or none of your
cash dividends in additional shares of Compaq common stock. You may
change your reinvestment election at any time.
Safekeeping of Shares: All shares of Compaq common stock purchased
through the Plan will be held by the Plan Administrator in book-entry
form in your account. If you hold Compaq common stock certificates
outside of the Plan, you may deposit those certificates for
safekeeping with the Plan Administrator, and those shares will be
reflected in your Plan account.
Sale of Shares: You may sell all or any portion of Compaq common
stock reflected in your Plan account through the Plan. You may also
request to receive a certificate for these shares and sell the shares
outside the Plan.
Fees: There are certain enrollment, investment, brokerage and sales
fees associated with the Plan.
More Information: For more information about the Plan, call the
Plan's toll free number (1-888-218-4373) or see Compaq's website at
http://www.compaq.com.
Prospectus dated November 21, 1997
<PAGE> 3
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF ANY OTHER
INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT RELY UPON THEM
AS HAVING BEEN AUTHORIZED.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy shares of Compaq common stock in any state or other
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation. To the extent required by applicable law in certain
jurisdictions, shares offered under the Plan to persons who are not record
holders of Compaq common stock are offered only through a registered
broker/dealer in those jurisdictions.
Neither the delivery of this Prospectus nor any sale made hereunder should
be deemed to imply that there has been no change in the affairs of Compaq since
the date of this Prospectus or that the information herein is correct as of any
time subsequent to its date.
TABLE OF CONTENTS
Page
<TABLE>
<S> <C>
Information About Compaq .............................................
Information About the Plan ...........................................
Eligibility and Enrollment ..................................
Additional Investments.......................................
Dividends....................................................
Source of Stock..............................................
Sale of Shares ..............................................
How Shares are Held .........................................
Gifts and Transfers of Shares................................
Withdrawal from the Plan ....................................
Administration ..............................................
Additional Information ......................................
Tax Consequences......................................................
Available Information.................................................
Incorporation of Documents by Reference ..............................
Use of Proceeds ......................................................
Legal Matters ........................................................
Experts ..............................................................
</TABLE>
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INFORMATION ABOUT COMPAQ
Founded in 1982, Compaq Computer Corporation is a worldwide information
technology company. Compaq is the fifth largest computer company in the world
and the largest global supplier of personal computers. With worldwide sales of
$20 billion in 1996, Compaq develops and markets hardware, software, solutions
and services, including industry-leading enterprise computing solutions,
fault-tolerant business-critical solutions, networking and communication
products, commercial desktop and portable products and consumer PCs. Compaq
products are sold and supported in more than 100 countries through a network of
authorized Compaq marketing partners. Compaq markets its products primarily to
business, home, government, and education customers. Compaq's principal
executive offices are located at 20555 S.H. 249, Houston, Texas 77070,
telephone (281) 370-0670.
INFORMATION ABOUT THE PLAN
ELIGIBILITY AND ENROLLMENT
1. How does a Compaq shareholder enroll in the Plan?
If you are already a Compaq shareholder of record (that is, if you own
shares that are registered in your name, not your broker's), you may
enroll in the Plan simply by completing and returning an enrollment form.
2. I already own shares, but they are held by my bank or broker and
registered in "street name." How can I participate?
If you currently own shares of Compaq common stock that are held on your
behalf by a bank or broker (that is, in "street name"), you will need to
arrange with your bank or broker to have at least one share registered
directly in your name in order to be eligible to participate. Once the
shares are registered in your name, you can complete an enrollment form.
3. I'm not currently a shareholder. May I participate in the Plan?
If you currently do not hold shares of Compaq common stock, you may enroll
in the Plan by completing an enrollment form for new investors and making
an initial investment of at least $250 by check or money order.
4. Are there fees associated with enrollment?
Participation in the Plan is subject to the following fees. These fees may
change at any time and you will be notified of any changes.
One-time enrollment fee in direct purchase plan $10.00*
Direct purchase investment fees:
For each check or money order $ 5.00
For each automatic debit $ 2.50
Brokerage trading fees:
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direct purchase fee (per share) $ .04
sales fee (per share) $ .07
Fee on each sale of shares $10.00
Fee for bounced check or rejected
automatic deductions $20.00
*Will be deducted from your initial investment.
There are no enrollment, investment or brokerage fees under the dividend
reinvestment portion of the Plan.
5. Who may participate in the Plan?
All U.S. citizens are eligible to participate, whether or not they are
currently shareholders. Foreign citizens are eligible to participate as
long as their participation would not violate any laws in their home
countries.
ADDITIONAL INVESTMENTS
6. What are the minimum and maximum amounts for additional investments?
The minimum amount for additional investments is $50 and the maximum
amount is $10,000 during any calendar month.
7. How do I make an additional investment?
You may send a check or money order payable in U.S. dollars to "Compaq
Computer Corporation Shareholder Investor Plan." Cash and third-party
checks are not allowed. Checks or money orders must be accompanied by the
appropriate section of your account statement and mailed to the Compaq
Computer Corporation Shareholder Investor Plan, c/o BankBoston, N.A., P.
O. Box 8040, Boston, Massachusetts 02266-8040.
8. May I have additional investments automatically deducted from my bank
account?
Yes. You may authorize monthly automatic deductions from an account at a
financial institution that is a member of the National Automated Clearing
House Association.
o To initiate this service, you must send a completed "Automatic
Deduction Service" form to the Plan Administrator.
o To change any aspect of the instruction, you must send a revised
"Automatic Deduction Service" form to the Plan Administrator.
o To terminate the deductions, you must notify the Plan Administrator in
writing.
Initial set-up, changes and terminations to the automatic deduction
instructions will be made as soon as practicable. Once automatic
deductions begin, funds will be deducted from your designated account on
the 15th of each month, or the next business day if the
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<PAGE> 6
15th is not a business day. Purchases of shares will be made on the third
business day following the 15th.
9. Will I be charged fees for additional investments?
Yes. For any investment made by check or money order, an investment fee of
$5.00 will be deducted at the time of the investment. An investment fee of
$2.50 per investment will be deducted for any investment made by automatic
monthly deduction. In addition, the purchase price will include a
brokerage commission of $.04 per share.
10. How are payments with "insufficient funds" handled?
If the Plan Administrator does not receive credit for a payment because of
insufficient funds or incorrect draft information, the requested purchase
will be deemed void, and the Plan Administrator will immediately remove
from your account any shares purchased in anticipation of receiving such
funds. If the net proceeds from the sale of such shares are insufficient
to satisfy the balance of the uncollected amounts, the Plan Administrator
may sell additional shares from your account as necessary to satisfy the
uncollected balance. In addition, an "insufficient funds" fee of $20 will
be charged. The Plan Administrator may place a hold on the Plan account
until the "insufficient funds" fee is received from you, or may sell
shares from your account to satisfy any uncollected amounts.
11. When will shares be purchased?
The Plan Administrator will buy shares each week, beginning on Tuesday (or
the next business day) if your funds are received no later than two
business days before that Tuesday.
12. What is the price of shares purchased under the Plan?
The purchase price for your shares will be the average price per share
paid by the Plan Administrator for all purchases made that week for Plan
participants.
For automatic monthly purchases, shares will be purchased during the week
after the week of the 15th, beginning on Tuesday of that week, if your
enrollment material is received by the last business day of the previous
month.
The Plan Administrator will use your investment to purchase as many full
shares as possible and will use any amount remaining to purchase a
fraction of a share (computed to three decimal places).
DIVIDENDS
13. Must my dividends be reinvested automatically?
No. You may elect partial or no reinvestment of your dividends by
completing the appropriate form obtained from the Plan Administrator.
Unless you make an election, all cash dividends on shares you hold outside
of the Plan will be paid to you and dividends
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<PAGE> 7
on shares in your Plan account will be reinvested automatically in
additional shares of Compaq common stock. If you choose partial
investment, you must identify the percentage of shares in your account on
which you would like to receive cash dividends. No fees will be charged in
connection with dividend reinvestments.
14. When will my dividends be reinvested and at what price?
The reinvestment of your dividends will generally begin within three
business days following the dividend payment date and will normally extend
over a two to five day period. The price of shares purchased with the
dividends will be the weighted average price of all shares purchased with
reinvested dividends.
SOURCE OF STOCK
15. What is the source of Compaq stock purchased through the Plan?
At Compaq's option, share purchases will be made in the open market or
directly from Compaq. Share purchases in the open market may be made on
any stock exchange where Compaq common stock is traded or by negotiated
transactions on such terms as the Plan Administrator may reasonably
determine. Neither Compaq nor any participant will have any authority or
power to direct the date, time or price at which shares may be purchased
by the Plan Administrator.
SALE OF SHARES
16. How do I sell my Plan shares?
You can sell some or all of the shares in your Plan account by providing
written instructions to the Plan Administrator. Each account statement you
receive will have a form for this purpose. You can also sell your shares
by calling the Plan Administrator.
The Plan Administrator will sell shares daily. The sale price for your
shares will be the average price per share received by the Plan
Administrator for all sales made that day for Plan participants. A $10.00
service charge and a brokerage commission (currently $.07 per share) will
be deducted from your sale proceeds.
Please note that the Plan Administrator is not able to accept instructions
to sell on a specific day or at a specific price.
If you prefer, you can withdraw shares from the Plan, at no cost to you,
and sell them through a broker of your own choosing. Shares will normally
be mailed to you within five business days of receipt of your
instructions.
If you sell a portion of your shares, the Plan Administrator will continue
to reinvest the dividends on the percentage of shares authorized by you.
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HOW SHARES ARE HELD
17. How does the custodial service (book-entry shares) work?
All shares of Compaq stock that are purchased through the Plan will be
held by the Plan Administrator and reflected in book-entry form in the
participant's account on the records of the Plan Administrator. A Plan
participant who holds Compaq common stock certificates outside the Plan
may also, at any time, deposit those certificates for safekeeping with the
Plan Administrator, and the shares represented by the deposited
certificates will be included in book-entry form in the participant's
account.
18. How do I deposit my Compaq stock certificates with the Plan Administrator?
To deposit certificates into the Plan, you should send your certificates,
by registered and insured mail, to the Plan Administrator, with written
instructions to deposit those shares in your Plan account. The
certificates should not be endorsed and the assignment section should not
be completed.
19. Are there any charges associated with this custodial service?
No. There is no cost to you either for having the Plan Administrator hold
the shares purchased for you through the Plan or for depositing with the
Plan Administrator the stock certificates you hold into your account.
20. How may I receive a stock certificate?
Normally, stock certificates for shares purchased under the Plan will not
be issued, rather shares will be registered in the name of the Plan
Administrator or its nominee and credited to your Plan account. However,
you may request a stock certificate by calling the Plan Administrator.
There is no charge for this service. Stock certificates for fractional
shares, however, will not be issued in any circumstances.
GIFTS AND TRANSFERS OF SHARES
21. Can I transfer shares that I hold in the Plan to someone else?
Yes. You may transfer ownership of some or all of your Plan shares by
sending the Plan Administrator written transfer instructions. Signatures
of all registered holders must be "Medallion Guaranteed" by a financial
institution. Most banks and brokers participate in the Medallion Guarantee
program. The Medallion Guarantee program ensures that the individual
signing is in fact the owner of the participant's account.
You may transfer shares to new or existing Compaq shareholders; however, a
new Plan account will not be opened for a transferee as a result of a
transfer of less than one full share. If you are opening a new Plan
account for a transferee, you must include an enrollment form with the
gift/transfer instructions.
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WITHDRAWAL FROM THE PLAN
22. How do I close my Plan account?
You may terminate your participation in the Plan either by giving written
notice to the Plan Administrator or by completing the appropriate section
of your account statement and returning it to the Plan Administrator. Upon
termination, you must elect either to receive a certificate for the number
of whole shares held in your Plan account and a check for the value of any
fractional share, or to have all of the shares in your Plan account sold
for you as described above and pay applicable fees and commissions.
The Plan Administrator will send you your proceeds, without interest, or
your certificates as soon as practicable. If a notice of withdrawal is
received on or after the record date but before the related dividend
payment date, a separate dividend check will be mailed as soon as
practicable following the payment date. Thereafter, cash dividends will be
paid out to you and not reinvested in Compaq common stock.
ADMINISTRATION
23. Who administers the Plan?
The Plan is administered by BankBoston, N.A., Compaq's stock transfer
agent, registrar and dividend disbursing agent. As Plan Administrator,
BankBoston acts as agent for Plan participants and keeps records, sends
statements and performs other duties relating to the Plan.
Purchases and sales of Compaq common stock under the Plan are made by an
independent broker-dealer acting as purchasing agent for Plan
participants. To the extent required by applicable law in certain
jurisdictions, shares offered under the Plan are offered through an
independent broker-dealer.
24. How do I contact the Plan Administrator?
To request enrollment packages or for other questions, please call:
1-888-218-4373
or write to:
Compaq Computer Corporation Shareholder Investor Plan
c/o BankBoston, N.A.
P. O. Box 8040
Boston, Massachusetts 02266-8040
or refer to the Plan Administrator's website:
http://www.EquiServe.com
When communicating with the Plan Administrator, you should have available
your account number and taxpayer identification number.
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25. What kind of reports will be sent to participants in the Plan?
You will receive a quarterly statement of account activity. Supplemental
account statements will be provided for any month in which you make a cash
investment or deposit, transfer or withdraw shares. You will also receive
transaction statements promptly after each sale of shares under the Plan.
You should retain these statements in order to establish the cost basis of
shares purchased under the Plan for income tax and other purposes. In
addition, you will receive all communications sent to other shareholders,
such as annual reports and proxy statements.
ADDITIONAL INFORMATION
26. How would a stock split or stock dividend affect my account?
Any shares resulting from a stock split or stock dividend paid on shares
held in custody for you by the Plan Administrator will be credited to your
book-entry position. Of course, you may request a certificate at any time
for any or all of your shares.
27. How do I vote my Plan shares at shareholders' meetings?
You will be sent a proxy statement in connection with each meeting of
Compaq's shareholders, together with a proxy card representing the shares
held in your Plan account. This proxy card, when duly signed and returned,
will be voted as you indicate. Your voting will be confidential in
accordance with Compaq's policy on confidential voting. Fractional shares
will be aggregated and voted in accordance with the participants'
directions. If the proxy card is not returned or if it is returned
unsigned, the shares will not be voted.
28. Can the Plan be changed?
We may add to, modify or discontinue the Plan at any time. We will send
you written notice of any significant changes.
Upon discontinuance of the Plan, we will return to you any uninvested
automatic deductions from your bank account, issue free of charge a
certificate for full shares credited to your account and pay you in cash
for any fractional shares credited to your account.
29. What are the responsibilities of Compaq and the Plan Administrator?
Neither Compaq nor the Plan Administrator, Bank Boston, N.A., will be
liable for any act, or for any failure to act, as long as they have made
good faith efforts to carry out the terms of the Plan, as described in
this Prospectus and on the forms that accompany each investment or
activity.
Participants should recognize that neither Compaq nor the Plan
Administrator can promise a profit or protect against a loss on the common
stock purchased under the Plan.
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Although the Plan provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by the
Compaq Board of Directors in its discretion, depending upon future
earnings, the financial condition of Compaq and other factors. The amount
and timing of dividends may be changed, or the payment of dividends
terminated, at any time without notice
TAX CONSEQUENCES
You should consult with your tax advisor for a complete analysis of the
tax consequences of participating in the Plan. Cash dividends reinvested under
the Plan will be taxable for U.S. Federal income tax purposes as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement from the Plan Administrator indicating the
amount of reinvested dividends reported to the U.S. Internal Revenue Service as
dividend income.
You will not realize gain or loss for U.S. Federal income tax purposes
upon a transfer of shares to the Plan or the withdrawal of whole shares from
the Plan. You will, however, generally realize gain or loss upon the receipt of
cash for fractional shares held in the Plan. You will also realize gain or loss
when whole shares are sold. The amount of gain or loss will be the difference
between the amount that you receive for the shares sold and your tax basis
therefor. In order to determine the tax basis for shares in your account, you
should retain all account and transaction statements.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Plan Administrator is required
to withhold from dividends paid the appropriate amount determined in accordance
with Internal Revenue Service regulations. Where applicable, this withholding
tax is determined by treaty between the U.S. and the country in which the
participant resides. In addition, dividends paid on shares in Plan accounts are
subject to the "backup withholding" provisions of the Internal Revenue Code.
Accordingly, the amount of any dividends, net of the applicable withholding
tax, will be credited to participant Plan accounts for investment in additional
shares of Compaq common stock.
AVAILABLE INFORMATION
Compaq files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
or other information filed by Compaq at the SEC's public reference rooms in
Washington, D.C., New York City and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Compaq's
SEC filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at http://www.sec.gov.
Compaq's common stock is listed on The New York Stock Exchange and Compaq's SEC
filings and other information may also be inspected at the offices of The New
York Stock Exchange, 20 Broad Street, New York, New York, 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by Compaq with the SEC under the Securities Act of 1933. As allowed by
SEC rules, this
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Prospectus does not contain all the information you can find in the
Registration Statement or the exhibits to the Registration Statement.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows Compaq to "incorporate by reference" information into this
Prospectus, which means important information may be disclosed to you by
referring you to another document filed separately with the SEC. The following
documents have been previously filed with the SEC and are incorporated by
reference into this Prospectus.
1. Compaq's Annual Report on Form 10-K for the year ended December
31, 1996;
2. Compaq's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. Compaq's Current Reports on Form 8-K as filed on October 16,
1997 and November 21, 1997; and
4. The description of the Compaq's common stock contained in
Compaq's Registration Statement on Form 8-A.
Compaq is also incorporating by reference additional documents that we may
file with the SEC between the date of this Prospectus and the date of the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold. To the extent that information in these documents may be different or
contradictory, you should rely on the information contained in the most recent
filing.
You may obtain documents incorporated by reference from Compaq without
charge, except the exhibits (unless we have specifically incorporated by
reference an exhibit in this Prospectus), by writing to:
Compaq Computer Corporation
20555 SH 249
Houston, Texas 77070
Telephone: (800) 433-2391
Attention: Investor Relations
web site: http://www.compaq.com
USE OF PROCEEDS
At present, we expect the Plan Administrator to purchase Compaq shares in
the open market. As a result, Compaq will not receive any proceeds. If the Plan
Administrator purchases shares for the Plan from Compaq, the net proceeds will
be used for general corporate purposes.
LEGAL MATTERS
The legality of the common stock offered by this Prospectus has been
passed upon for Compaq by Linda S. Auwers, Vice President and Associate General
Counsel of Compaq. Ms.
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Auwers has options to purchase Compaq common stock, owns shares
of Compaq common stock as a participant in an employee benefit plan, and she is
eligible to participate in the Plan.
EXPERTS
The consolidated financial statements incorporated by reference to
Compaq's Current Report on Form 8-K as filed on November 21, 1997 have been so
incorporated in reliance upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of such firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are estimates of expenses in connection with the
distribution of the Prospectus.
Registration fee $ 191,288
Accounting fees and expenses 5,000
Legal fees and expenses 12,000
Printing fees 20,000
Distribution costs 10,000
-- ------------
Total: $ 238,288
Item 15. Indemnification of Directors and Officers.
Exculpation. Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL") permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director for any breach of the director's duty of
loyalty to the corporation or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, for the payment of unlawful dividends, or for any transaction from which
the director derived an improper personal benefit.
Compaq's Restated Certificate of Incorporation limits the personal
liability of a director to Compaq and its stockholders for monetary damages for
a breach of fiduciary duty as a director to the fullest extent permitted by the
DGCL.
Indemnification. Delaware law permits a corporation to indemnify its
officers and directors under any circumstances.
Compaq's Bylaws provide for indemnification of directors and officers of
Compaq against liability to the fullest extent permitted by applicable law.
Insurance. Compaq has in effect directors' and officers' liability
insurance and fiduciary liability insurance.
Item 16. Exhibits.
3.1 Restated Certificate of Incorporation of Compaq Computer Corporation
(incorporated by reference to Exhibit 3.1 to Registrant's Form 10-Q
for the quarter ended September 30, 1996).
3.2 Bylaws of Compaq Computer Corporation (incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-Q for the quarter ended September
30, 1997).
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5.1 Opinion of Linda S. Auwers, Esq.
23.1 Consent of Price Waterhouse L.L.P.
23.2 Consent of Linda S. Auwers, Esq. (included in Exhibit 5.1).
Item 17. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference; and
(iii) 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 purpose 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 which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or 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.
14
<PAGE> 16
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
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 Registrant
of expenses incurred or paid by a director, officer or controlling person of
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, 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.
15
<PAGE> 17
SIGNATURES
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-3 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 November 20, 1997.
[S]
COMPAQ COMPUTER CORPORATION
By: /s/ Eckhard Pfeiffer
------------------------
Eckhard Pfeiffer
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Eckhard Pfeiffer, Earl L. Mason and J. David Cabello, and each of them, as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments and additional registration statements pursuant to
Rule 462) and supplements to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or either of them, or his
or their substitute or substitutes, may lawfully 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 indicated on November 20, 1997.
Signature Title
- --------- -----
/s/ Eckhard Pfeiffer President, Chief Executive Officer
- ------------------------- and Director
(Eckhard Pfeiffer)
/s/ Earl L. Mason Senior Vice President and Chief
- ------------------------- Financial Officer (principal financial
(Earl L. Mason) and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of Directors
- -------------------------
(Benjamin M. Rosen)
16
<PAGE> 18
/s/ Lawrence T. Babbio, Jr Director
- -------------------------------------
(Lawrence T. Babbio, Jr.)
/s/ Robert Ted Enloe, III Director
- -------------------------------------
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director
- -------------------------------------
(George H. Heilmeier)
/s/ George E.R. Kinnear II Director
- -------------------------------------
(George E.R. Kinnear II)
/s/ Peter N. Larson Director
- -------------------------------------
(Peter N. Larson)
/s/ Kenneth L. Lay Director
- -------------------------------------
(Kenneth L. Lay)
/s/ Thomas J. Perkins Director
- -------------------------------------
(Thomas J. Perkins)
/s/ Kenneth Roman Director
- -------------------------------------
(Kenneth Roman)
/s/ Lucille S. Salhany Director
- -------------------------------------
(Lucille S. Salhany)
17
<PAGE> 19
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of Compaq Computer Corporation
(incorporated by reference to Exhibit 3.1 to Registrant's Form 10-Q for
the quarter ended September 30, 1996).
3.2 Bylaws of Compaq Computer Corporation (incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-Q for the quarter ended September
30, 1997).
5.1 Opinion of Linda S. Auwers, Esq.
23.1 Consent of Price Waterhouse L.L.P.
23.2 Consent of Linda S. Auwers, Esq. (included in Exhibit 5.1).
<PAGE> 1
Exhibit 5.1
November 21, 1997
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Gentlemen:
I am the Vice President and Associate General Counsel Corporate Compliance of
Compaq Computer Corporation and have acted in such capacity as counsel to
Compaq in connection with its Registration Statement on Form S-3 to register
under the Securities Act of 1933, as amended, the sale of 10,000,000 shares
(the "Shares") of common stock, $.01 par value, of Compaq issuable pursuant to
the Compaq Computer Corporation Shareholder Investor Plan. In connection
therewith, I (or attorneys under my supervision) have examined originals or
copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares have been
duly authorized and, when and to the extent issued for adequate consideration
therefor, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Linda S. Auwers
- -------------------------
Linda S. Auwers
Vice President and
Associate General Counsel
Corporate Compliance
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Compaq Computer
Corporation of our report dated January 21, 1997, except as to Note 12, which
is as of November 21, 1997, which appears in the Current Report on Form 8-K
dated November 21, 1997. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
November 21, 1997
