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
Compaq Computer Corporation 1995 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 Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
- --------------- ------------- -------------- ------------------ ------------
Common Stock,
$0.01 par value 9,898,875 $64.31 $291,611,444.63 $88,367.10
(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. The amount shown is comprised of 8,786,694 shares to be authorized for
issuance under the Compaq Computer Corporation 1989 Equity Incentive Plan and
1,112,181 shares to be authorized for issuance under the Compaq Computer
Corporation 1995 Equity Incentive Plan (collectively, the "Plans").
(2) As of the date hereof, options to purchase all of the shares registered
hereunder under the 1995 Plan, and 7,945,987 of the shares registered
hereunder under the 1989 Plan were outstanding at an average exercise price of
$26.22 per share. The registration fee for the foregoing shares is based upon
the exercise price. Pursuant to Rule 457(c) under the Securities Act of 1933
the registration fee for the remaining 840,707 shares available under the 1989
Plan is based on the average of the high and low prices of the securities
being registered hereby on the New York Stock Exchange Composite Transaction
Tape on August 28, 1997.
<PAGE>
The purpose of this Registration Statement is to register, pursuant to
Instruction E to Form S-8, 8,786,694 additional shares of Common Stock, par
value $.01 per share, of Compaq Computer Corporation ("Common Stock") under
the Registrant's 1989 Equity Incentive Plan (the "1989 Plan") and to register
1,112,181 additional shares of Common Stock under the Registrant's 1995 Equity
Incentive Plan (the "1995 Plan"). Shares under the 1989 Plan were previously
registered on Form S-8 (Registration No. 33-31819, as amended by Form S-8 No.
33-44115, as amended by Form S-8 No. 333-31265) filed by the Registrant with
the Securities and Exchange Commission. Shares under the 1995 Plan were
previously registered on Form S-8 (Registration No. 33-62603) filed by the
Registrant with the Securities and Exchange Commission. The provisions of
such previously filed Registration Statements 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 26 day of August, 1997.
COMPAQ COMPUTER CORPORATION
By: /s/ J. David Cabello
---------------------------------------
J. David Cabello, Senior Vice President
and General Counsel
<PAGE>
SIGNATURES AND 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 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, such registration
statement on Form S-8 and 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below.
Signature Title Date
- --------- ----- ----
/s/ Eckhard Pfeiffer President, Chief Executive August 26, 1997
- -------------------------- Officer and Director (principal
(Eckhard Pfeiffer) executive officer)
/s/ Earl L. Mason Senior Vice President and Chief August 26, 1997
- -------------------------- Financial Officer (principal
(Earl L. Mason) financial and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of August 26, 1997
- -------------------------- Directors
(Benjamin M. Rosen)
/s/ Lawrence T. Babbio Director August 26, 1997
- --------------------------
(Lawrence T. Babbio)
/s/ Robert Ted Enloe, III Director August 26, 1997
- --------------------------
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director August 26, 1997
- --------------------------
(George H. Heilmeier)
/s/ George E.R. Kinnear II Director August 26, 1997
- --------------------------
(George E.R. Kinnear II)
/s/ Peter N. Larson Director August 26, 1997
- --------------------------
(Peter N. Larson)
/s/ Kenneth L. Lay Director August 26, 1997
- --------------------------
(Kenneth L. Lay)
/s/ Kenneth Roman Director August 26, 1997
- --------------------------
(Kenneth Roman)
/s/ Lucille S. Salhany Director August 26, 1997
- --------------------------
(Lucille S. Salhany)
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5.1 Opinion of Linda S. Auwers, Vice President and
Assistant General Counsel of the Company, as to the
legality of the securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and
Assistant General Counsel of 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 are included on the signature page
of this Registration Statement.
EXHIBIT 5.1
August 29, 1997
Compaq Computer Corporation
20555 SH 249
Houston, Texas 77070
Ladies and Gentlemen:
I am the Vice President and Assistant General Counsel of Compaq Computer
Corporation (the "Corporation") and have acted in such capacity in connection
with its Registration Statement on Form S-8 (the "Registration Statement") to
register under the Securities Act of 1933, as amended, 8,786,694 shares of
Common Stock, $0.01 par value of the Corporation issuable pursuant to the
Compaq Computer Corporation 1989 Equity Incentive Plan and 1,112,181 shares of
Common Stock, $0.01 par value, of the Corporation issuable pursuant to the
Compaq Computer Corporation 1995 Equity Incentive Plan (collectively, the
"Shares"). The Compaq Computer Corporation 1989 Equity Incentive Plan and the
Compaq Computer Corporation 1995 Equity Incentive Plan are hereafter referred
to as the "Plans." In connection therewith, I 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 issuable pursuant to the Plans
upon receipt by the Corporation of 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 Assistant
General Counsel of the Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-31265, 33-30697, 33-44115, 33-31819,
33-23504, 33-07499, 2-89925, 33-10106, 33-38044, 33-16987, 33-62603) of Compaq
Computer Corporation of our report dated January 21, 1997, appearing on page
54 of the Annual Report to Stockholders 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 Statement
Schedule, which appears on page 13 of this Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
August 27, 1997
