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
Former Non-Employee Replacement Option Plan
(Full Title of the Plan)
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 315,000 $64.31 $12,144,819.99 $3,680.25
(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 plan.
(2) As of the date hereof, options to purchase 216,279 of the shares of Common
Stock registered hereunder were outstanding at an average exercise price of
$26.80 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 98,721 shares available under the
Compaq Computer Corporation Former Non-Employee Replacement Option 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Compaq Computer
Corporation (the "Company" or the "Registrant") with the Securities and
Exchange Commission (File Number 1-9026), are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q filed pursuant to
Section 13 of the Securities Act of 1934 for the quarterly periods ended March
31, 1997 and June 30, 1997;
3. The Registrant's Current Reports on Form 8-K dated January 22,
1997, April 10, 1997, April 16, 1997, May 14, 1997, June 22, 1997 (two
reports), July 1, 1997 and July 10, 1997; and
4. The description of the Registrant's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the fact
that such person is or was a director or officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify directors, officers, employees and others in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a
director or officer is successful on the merits or otherwise in defense of any
action referred to above or in the defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.
Article VI of the Bylaws of the Company provides for indemnification of
the directors and officers of the Company to the fullest extent permitted by
law. Section 6.4 of the Bylaws provides that expenses incurred by a director
or officer in defending a suit or similar proceeding shall be paid by the
Company upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it is ultimately determined that such director
or officer is not entitled to be indemnified by the Company.
In addition, Article 6 of the Company's Restated Certificate of
Incorporation (the "Charter") contains a provision that limits the liability
of the Company's directors to the fullest extent permitted by the Delaware
General Corporation Law. The provision eliminates the personal liability of
directors to the Company or its stockholders for monetary damages for breach
of the director's fiduciary duty as a director. As a result, stockholders may
be unable to recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty of care. The
provision does not change the liability of a director for breach of his duty
of loyalty to the Company or to stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, for the declaration or payment of dividends in violation of Delaware law,
or in respect to any transaction from which a director receives an improper
personal benefit.
In addition to its Charter and Bylaws provisions, the Company has taken
such other steps as are reasonably necessary to effect its indemnification
policy. Included among such other steps is liability insurance provided by
the Company for its directors and officers for certain losses arising from
claims or charges made against them in their capacities as directors or
officers of the Company. The Company has also entered into indemnification
agreements with individual officers and directors. These agreements generally
provide such officers and directors with a contractual right to
indemnification to the full extent provided by applicable law and the Bylaws
of the Company as in effect at the respective dates of such agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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.
ITEM 9. UNDERTAKINGS.
(a) 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 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the 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 the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the 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 of
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.
<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 statement on Form
S-8 regarding the Compaq Computer Corporation Former Non-Employee Replacement
Option 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 below by the following persons in the
capacities indicated.
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, 315,000 shares of
Common Stock (the "Shares"), $0.01 par value of the Corporation issuable
pursuant to the Compaq Computer Corporation Former Non-Employee Replacement
Option Plan (the "Plan"). 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 Plan 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
