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 of (IRS Employer
incorporation or organization) Identification No.)
20555 S.H. 249
Houston, Texas 77070
(Address of Principal Executive Offices) (Zip Code)
___________________________
Compaq Computer Corporation
1989 Equity Incentive Plan
(Full Titles of the Plans)
___________________________
J. David Cabello
Senior Vice President, General Counsel & Secretary
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
(Name and address of agent for service)
___________________________
(281) 370-0670
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum
to be to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
_____________ __________ ______________ ______________ ________________
Common Stock, 606,522
$0.01 par shares(1) $111.50 $67,627,203.00 $20,493.092(2)
value
_____________ __________ ______________ ______________ ________________
(1) Plus such indeterminate 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 stock option
plans. Not adjusted for the 5-2 stock split announced July 1,1997 to be given
effect on July 29, 1997.
(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
prices reported on the New York Stock Exchange transactions tape on
July 7, 1997.
<PAGE>
The purpose of this Registration Statement is to increase, pursuant to
Instruction E to Form S-8, the number of shares authorized for issuance under
the Registrant's 1989 Equity Incentive Plan (the "Plan"). Shares authorized
for issuance under the Plan were previously registered on Form S-8
(Registration No. 33-31819) filed by the Registrant with the Securities and
Exchange Commission. The provisions of such previously filed Registration
Statement are incorporated by reference.
<PAGE>
SIGNATURES 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, and the State of Texas, on
this 11th day of July, 1997.
COMPAQ COMPUTER CORPORATION
By: /s/ Eckhard Pfeiffer
----------------------
Eckhard Pfeiffer,
President and Chief
Executive Officer
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 the 11th day of July, 1997.
Signature Title
--------- -----
/s/ Eckhard Pfeiffer President, Chief Executive Officer and
- -------------------- Director (principal executive officer)
(Eckhard Pfeiffer)
* Senior Vice President and Chief
- -------------------- Financial Officer (principal financial
(Earl L. Mason) and accounting officer)
* Chairman of the Board of Directors
- --------------------
(Benjamin M. Rosen)
* Director
- --------------------
(Lawrence T. Babbio, Jr.)
* Director
- --------------------
(Robert Ted Enloe, III)
* Director
- --------------------
(George H. Heilmeier)
* Director
- --------------------
(George E.R. Kinnear II)
* Director
- --------------------
(Peter N. Larson)
* Director
- --------------------
(Kenneth L. Lay)
* Director
- --------------------
(Kenneth Roman)
* Director
- --------------------
(Lucille S. Salhany)
* /s/ Eckhard Pfeiffer
-----------------------
Eckhard Pfeiffer
Attorney-in-fact
<PAGE>
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 Powers of Attorney
Exhibit 5.1
[DAVIS POLK & WARDWELL LETTERHEAD]
July 9, 1997
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Dear Sir or Madam:
We are acting as counsel for Compaq Computer Corporation (the
"Registrant") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, 606,522 shares (the "Shares") of Common Stock ($0.01 par value) of
the Registrant issuable pursuant to the 1989 Equity Incentive Plan (the
"Plan") of the Registrant. 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 pursuant to the Plan upon receipt by the
Registrant of 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
-----------------------------
Exhibit 23.1
[DAVIS POLK & WARDWELL LETTERHEAD]
July 9, 1997
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Dear Sir or Madam:
We are acting as counsel for Compaq Computer Corporation (the
"Registrant") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, 606,522 shares (the "Shares") of Common Stock ($0.01 par value) of
the Registrant issuable pursuant to the 1989 Equity Incentive Plan (the
"Plan") of the Registrant. 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 pursuant to the Plan upon receipt by the
Registrant of 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
-----------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-30697, 33-44115, 33-31819, 33-23504, 33-07499,
2-89925, 33-10106, 33-38044, 33-38044, 33-16987) of Compaq Computer
Corporation of our report dated January 21, 1997, appearing on page 54 of the
Annual Report to Shareholders which is incorporated in the Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to the
incorporation by reference of our report on the Financial Statements
Schedules, which appears on page 13 of the Compaq Computer Corporation Annual
Report on Form 10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
- ---------------------------
PRICE WATERHOUSE LLP
Houston, Texas
July 9, 1997
Exhibit 24.1
POWER OF ATTORNEY
We, the undersigned officers and directors of Compaq Computer
Corporation, do hereby constitute and appoint Eckhard Pfeiffer, Earl L. Mason
and J. David Cabello, 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 the Company's registration statements
on Form S-8 regarding the Compaq Computer Corporation 1985 Stock Option Plan,
the Compaq Computer Corporation 1989 Equity Incentive Plan and the Compaq
Computer Corporation 1995 Equity Incentive Plan, 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. The
following persons executed this power of attorney in the capacities and on the
dates indicated below.
Signature Title Date
- --------- ----- ----
/s/ Eckhard Pfeiffer President, Chief Executive Officer June 14, 1997
- -------------------- and Director (principal executive
(Eckhard Pfeiffer) officer)
/s/ Earl L. Mason Senior Vice President and June 14, 1997
- ----------------- Chief Financial Officer (principal
(Earl L. Mason) financial and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of Directors June 14, 1997
- ---------------------
(Benjamin M. Rosen)
/s/ Lawrence T. Babbio Director June 12, 1997
- -----------------------
(Lawrence T. Babbio)
/s/ Robert Ted Enloe, III Director June 14, 1997
- -------------------------
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director June 14, 1997
- -----------------------
(George H. Heilmeier)
/s/ George E.R. Kinnear II Director June 14, 1997
- --------------------------
(George E.R. Kinnear II)
/s/ Peter N. Larson Director June 14, 1997
- --------------------
(Peter N. Larson)
/s/ Kenneth L. Lay Director June 14, 1997
- ------------------
(Kenneth L. Lay)
/s/ Kenneth Roman Director June 14, 1997
- -----------------
(Kenneth Roman)
/s/ Lucille S. Salhany Director June 14, 1997
- ----------------------
(Lucille S. Salhany)
