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 (Date of earliest event reported): January 11, 1999
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9026 76-0011617
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
20555 SH 249
HOUSTON, TEXAS 77070
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(Address of Principal Executive Offices) (Zip Code)
(281) 370-0670
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(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
In a release dated January 11, 1999, Compaq Computer Corporation (NYSE:
CPQ) announced it has reached a definitive agreement to acquire Shopping.com
(OTC:IBUY), a leading on-line retailer which offers Internet shoppers a vast
array of top brand-name consumer products. A wholly owned subsidiary of Compaq
will promptly commence a tender offer to acquire all of the outstanding shares
of Shopping.com for $19 per share in cash, representing an aggregate
approximate purchase price of $220 million. The Board of Directors and
management of Shopping.com have unanimously approved the acquisition and will
recommend shareholder acceptance. Completion of the transaction is subject to
certain conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. Following the successful completion of the offer, all of the
remaining shares will be acquired pursuant to a merger. The news release is
attached as Exhibit 99.
ITEM 7. EXHIBITS.
Exhibit 99 News Release dated January 11, 1999, announcing that the Company
has signed a definitive agreement to acquire Shopping.com.
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.
Dated: January 11, 1999
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
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Earl L. Mason
Senior Vice President and
Chief Financial Officer
EXHIBIT 99
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
PUBLIC RELATIONS 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
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COMPAQ REACHES AGREEMENT TO ACQUIRE SHOPPING.COM
STRATEGIC MOVE FOR ALTAVISTA TO BECOME A LEADING INTERNET TRANSACTION SITE
HOUSTON, JAN. 11, 1999 - In a move designed to leverage the tremendous
user traffic generated by its AltaVista Internet guide and its Internet PCs,
Compaq Computer Corporation (NYSE: CPQ) today announced it has reached a
definitive agreement to acquire Shopping.com (OTC: IBUY), a leading on-line
retailer which offers Internet shoppers a vast array of top brand-name
consumer products. The increased traffic from AltaVista and Compaq Internet
PCs will enable Shopping.com to grow faster and more efficiently than stand
alone e-commerce companies. In turn, the increased knowledge gained from
users' online purchasing interests will allow AltaVista to better organize
content and information for its users.
A wholly owned subsidiary of Compaq will promptly commence a tender offer
to acquire all of the outstanding shares of Shopping.com for $19 per share in
cash, representing an aggregate approximate purchase price of $220 million.
The Board of Directors and management of Shopping.com have unanimously
approved the acquisition and will recommend shareholder acceptance.
"The Internet is fast becoming a transaction medium in addition to a
content medium. Today, AltaVista becomes the first site to fully combine these
two capabilities into one synergistic user experience," said Rod Schrock,
Compaq Senior Vice President and Group General Manager, Consumer Products.
"Our intent is to make AltaVista the leading guide for both information and
e-commerce on the Internet."
During the recent holiday season, AltaVista drove several million visits
to the AltaVista Holiday shopping experience and its e-commerce partners. With
the addition of Shopping.com capabilities, AltaVista can now directly complete
e-commerce transactions and offer customers a seamless information and shopping
experience.
Compaq entered into a stockholder agreement with certain significant
shareholders who, in the aggregate, are the holders of approximately 27
percent of the fully diluted shares of common stock of Shopping.com. The
stockholder agreement provides for, among other things, the commitment of each
of these shareholders to tender their respective shares into the tender offer.
The closing of the transaction is subject to the satisfaction of various
conditions including, but not limited to, Compaq receiving at least 90 percent
of the issued and outstanding shares of common stock of Shopping.com and
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act.
ALTAVISTA LEADS THE INDUSTRY
AltaVista is the most powerful and useful guide to the Internet and is a
forerunner in Web search technology. AltaVista continues to set new standards
such as indexing the entire Internet as well as providing the AV Family Filter
and AV Photo Finder search capabilities.
Over the last several months, AltaVista has made extensive enhancements
to make navigating the Internet relevant, fast and effective for Web users of
all proficiency levels. The impact of these improvements has been noted by
both customers and the press:
- - AltaVista was named one of "The Best Sites of '98" by ZDNet/Yahoo!
Internet Life.
- - AltaVista is a nominee for the 1999 Webby Awards given by the
International Academy of Digital Arts & Sciences (IADAS).
- - AltaVista received the highest marks in the Internet search industry for
accuracy, user satisfaction and loyalty based on a recent study by Cyber
Dialogue, a leading authority in one-to-one marketing and on-line market
research.
- - AltaVista has grown to become the ninth largest individual domain on the
Internet, up from the eleventh position, as ranked by the firm Relevant
Knowledge.
For more information, visit AltaVista's flagship site located at
http://www.altavista.com or http://www.av.com.
SHOPPING.COM UNIQUE ATTRIBUTES
Shopping.com has a state-of-the-art transaction capability that can best
complement AltaVista's customer traffic potential while delivering a superior
customer buying experience. Committed to offering one-stop shopping for
products and services, Shopping.com:
- - Features 63 Warehouse Power Stores to Internet shoppers providing a
comprehensive selection of over two million name brand products backed by more
than 1,000 merchandizing partners
- - Offers the Maximizer frequent shopper program where customers earn
reward dollars on all purchases and services
The simple "Shopping.com" name is easily recognizable and will aid in the
development of the most powerful e-commerce brand in the industry.
Shopping.com is available at http://www.shopping.com.
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COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune Global 100 company, is the second
largest computer company in the world and the largest global supplier of
computer systems. 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. The
company is an industry leader in environmentally friendly programs and
business practices.
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 are available at
http://www.compaq.com.
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# # #
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 Jim Finlaw 281-514-6137
[email protected]
Compaq Computer Corporation Alan Hodel 281-518-8932
[email protected]
