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): April 18, 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)
ITEM 5. OTHER EVENTS.
In a release dated April 18, 1999, Compaq Computer Corporation (NYSE:
CPQ) announced the resignations of Chief Executive Officer, Eckhard Pfeiffer
and Chief Financial Officer, Earl Mason. Compaq's Board of Directors formed
an Office of the Chief Executive to oversee the day-to-day running of the
Company's operations, effective immediately. Chairman Benjamin M. Rosen and
directors and vice chairmen Frank P. Doyle and Robert Ted Enloe, III, will
constitute the Office of the Chief Executive. Ben K. Wells was named acting
Chief Financial Officer.
ITEM 7. EXHIBITS.
Exhibit 99 News Release dated April 18, 1999 is attached.
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: April 19, 1999
COMPAQ COMPUTER CORPORATION
By: /s/ Linda S. Auwers
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Linda S. Auwers
Vice President, Associate
General Counsel and
Assistant Secretary
EXHIBIT 99
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
PUBLIC RELATIONS DEPARTMENT 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 BOARD OF DIRECTORS FORMS OFFICE OF THE CHIEF EXECUTIVE UNDER LEADERSHIP
OF CHAIRMAN BENJAMIN ROSEN
ECKHARD PFEIFFER AND EARL MASON RESIGN AS CEO AND CFO
HOUSTON, APRIL 18, 1999 - Compaq Computer Corp. (NYSE: CPQ) announced
today that its Board of Directors formed an Office of the Chief Executive to
oversee the day-to-day running of the Company's operations, effective
immediately. Chairman Benjamin M. Rosen and directors and vice chairmen Frank
P. Doyle and Robert Ted Enloe, III, will constitute the Office of the Chief
Executive. Mr. Rosen will serve as acting CEO and, together with Messrs.
Doyle and Enloe, will be actively involved at Houston headquarters in the
daily direction and operations of the Company pending the selection of a new
Chief Executive Officer to replace Eckhard Pfeiffer, who today submitted his
resignation.
"Compaq Computer's market strength and the fundamental correctness of its
strategic direction are as clear to me today as at any time in the Company's
great history," said Mr. Rosen. "Compaq has the best team anywhere in the
industry - we have the people necessary to make the right changes that will
reinforce our industry leadership. We have re-energized this company before,
and working together, we will do it again. We will prove to every customer
that this is the best company to serve their information technology needs.
And we will confirm to our investors that Compaq remains a core holding in any
portfolio.
"Eckhard Pfeiffer oversaw a period of stunning growth in Compaq's
history," said Rosen. "All those who benefited from that growth owe him a
debt of gratitude."
Mr. Pfeiffer said, "Compaq has come a long way since I joined the company
in 1983. We are a world leader in personal computing, enterprise computing and
Internet applications. Under Ben's guidance, I know this company will realize
its potential, transforming the industry yet again. I am thankful to all
employees at Compaq for their support and the chance to work with them."
Mr. Rosen added, "As a Company engaged in transforming its industry for
the Internet era, we must have the organizational flexibility necessary to move
at Internet speed, well ahead of the market at any moment. We must also remain
intimately connected to our markets and customers. We have done it before.
We will do it again.
"The Board is committed to move quickly to select the right Chief Executive
Officer to lead the next era of Compaq's growth and development. In the
interim, we will move decisively to take those actions that are indicated."
The Company also said Earl Mason, Senior Vice President and Chief Financial
Officer, has submitted his resignation effective immediately and has indicated
that he will become Chief Executive Officer of a company in an unrelated
industry. Ben Wells, the Company's Treasurer, has been named acting CFO. The
Company has engaged executive search firms to commence immediately searches
for a Chief Executive Officer and Chief Financial Officer.
Benjamin M. Rosen is Chairman of the Board of Compaq Computer Corporation
and one of its founders. He is a founding director of Capstone Turbine Corp.,
a director of Ask Jeeves, and also a founding partner of Sevin Rosen Funds,
the multihundred-million-dollar venture capital firm that has provided initial
venture financing for Compaq, Lotus, Ciena, Citrix, Cypress Semiconductor,
Capstone Turbine and more than 100 other technology companies. Mr. Rosen is
Vice Chairman of the Board of Trustees of the California Institute of
Technology and a member of the Board of Overseers and Managers of Memorial
Sloan-Kettering Cancer Center.
Frank P. Doyle retired in 1995 as an Executive Vice President of General
Electric Company. Mr. Doyle had been an Executive Vice President of GE and a
member of its corporate executive office since 1992. He served as a director
of Digital Equipment Corporation from 1995 until he joined the Compaq Board in
June 1998.
Robert Ted Enloe, III has served as managing partner of Balquita
Partners, Ltd., a real estate and securities investment partnership, since
1996. From 1975 to 1996 he served as President, and from 1992 to 1996 as
Chief Executive Officer, of Liberte Investors.
COMPAQ 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, enterprise and network
storage solutions, 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 information, media may contact:
Compaq Computer Corporation Jim Finlaw 281-514-6137
[email protected]
Compaq Computer Corporation Alan Hodel 281-518-8932
[email protected]
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Investor Relations Contact:
281-514-9549 OR 800-433-2391
[email protected]
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