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): February 16, 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 February 16, 1999, Compaq Computer Corporation
(NYSE:CPQ) announced it has reached a definitive agreement to acquire Zip2
Corp., the leading provider of Internet platform solutions for media companies
and local e-commerce merchants. Zip2, a privately held corporation located in
Mountain View, California, will become an operating division of AltaVista
Company, a wholly owned subsidiary of Compaq. The Board of Directors of Zip2
has unanimously approved the acquisition, which is a cash purchase of all of
Zip2's outstanding shares. Completion of the transaction is subject to certain
conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. The news release is attached as Exhibit 99.1.
In a second release dated February 16, 1999, Compaq Computer
Corporation (NYSE:CPQ) announced that based upon a preliminary count by the
depositary, approximately 95.91 percent of the outstanding shares of
common stock of Shopping.com (OTC:IBUY) were tendered for $18.25 per share in
cash in response to Compaq's tender offer which, closed on February 12, 1999.
The merger is expected to be completed in early March. The news release is
attached as Exhibit 99.2.
ITEM 7. EXHIBITS.
Exhibit 99.1 News Release dated February 16, 1999 is attached.
Exhibit 99.2 News Release dated February 16, 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: February 16, 1999
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
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Earl L. Mason
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.1
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 ANNOUNCES INTENT TO ACQUIRE ZIP2
ZIP2 TECHNOLOGY, MEDIA PARTNERSHIPS MAKE ALTAVISTA THE MOST COMPELLING
PLATFORM FOR LOCAL E-COMMERCE AND LOCAL INFORMATION
HOUSTON, FEB. 16, 1999 - Driving its strategy to make AltaVista the
leading Internet destination site for information and e-commerce, Compaq
Computer Corporation (NYSE: CPQ) today announced the execution of a definitive
merger agreement with Zip2 Corporation, the leading provider of Internet
platform solutions for media companies and local e-commerce merchants.
With Zip2's industry leading platform and media company partnerships,
AltaVista intends to deliver the most robust platform for localized
information and e-commerce on the Internet. In addition, AltaVista and Compaq
offer distinct synergies for Zip2 customers. By combining the Zip2 platform
with AltaVista's powerful search and e-commerce technologies and the
high-volume user traffic generated by AltaVista and Compaq Internet PCs (1),
Zip2 can significantly extend the revenue potential for local media and
e-commerce partners.
Zip2, privately held and located in Mountain View, Calif., will become an
operating division of the AltaVista Company, a wholly owned subsidiary of
Compaq. The Board of Directors of Zip2 has unanimously approved the
transaction, which is a cash purchase for all of Zip2's outstanding shares.
"This acquisition underscores AltaVista's commitment to delivering the
very best Internet computing experience," said Rod Schrock, President and CEO
of the AltaVista Company. "Our belief is that the best Internet computing
experience must include a local 'Internet Oasis' where consumers can access
deep local information about activities and shopping possibilities right in
their own backyards. Zip2's advanced technology and strategic relationships
with media companies will make AltaVista much more powerful and useful to the
local user."
"Joining forces with AltaVista will enable Zip2 to more quickly achieve
its vision of creating an Internet experience that connects consumers with the
local information and e-commerce that is most relevant to their lives," said
Derek Proudian, CEO of Zip2. "Zip2's advanced technology and extensive local
online experience, combined with AltaVista's ability to drive millions of
visitors to local Internet sites, will enable our media partners to lead their
local online markets and expand their local business opportunities. We see
this as a win for Zip2, our investors, partners, customers and for consumers."
The transaction is expected to close following the satisfaction of
customary closing conditions, including clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
ZIP2 SETS THE STANDARD FOR LOCAL PORTALS
Zip2 Corporation is the leader in developing, hosting and maintaining
consumer Web sites specifically for media companies. With a roster of
Zip2-powered sites reaching 200 and covering the top 50 U.S. metropolitan
areas, Zip2 is becoming the industry standard Internet platform. Zip2's local
portal platform offers a unique combination of national portal services paired
with the deep local content of its media customers, giving users the
full-spectrum of familiar Internet tools, while delivering a locally relevant
online experience. Zip2's Professional Services group assists media companies
and their local merchants develop compelling and useful online services for
targeted consumers, leveraging Zip2's knowledge of consumer behavior,
interactive advertising and key applications such as e-commerce.
Media companies using the Zip2 platform to run their online enterprises
include the Mirror Group, Classified Ventures, The New York Times Company,
Knight Ridder, Morris Communications, and newspapers in the Hearst, Times
Mirror, Media General, Pulitzer Publishing and Freedom Communications chains.
For more information on Zip2, visit http://www.zip2.com.
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ALTAVISTA LEADS THE INDUSTRY
AltaVista is a pioneer in Web search technology and continues to set new
standards, such as indexing the entire Internet, as well as providing the
first-of-their-kind 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. Both customers and the press have noted the impact of
these improvements:
- - AltaVista is the ninth largest individual domain on the Internet, as
ranked by the firm Relevant Knowledge. (Compaq Presario Internet PCs
featuring "Instant Internet" keyboard buttons - linked to AltaVista and
e-commerce sites - drive more than 20 million user visits to the
AltaVista destination per month).
- - AltaVista's audience increased 45 percent from Q3'98 to Q4'98 and
revenues increased 64 percent during the same time frame.
- - 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 online
market research.
- - AltaVista was ranked #1 in customer loyalty by the market research firm
NPD.
- - AltaVista was named one of "The Best Sites of '98" and "The Best Search
Site" by Yahoo! Internet Life/ZDNet.
- - Search Engine Watch named AltaVista the "Fastest Search Site on the
Internet".
- - AltaVista is a nominee for the 1999 Webby Awards given by the
International Academy of Digital Arts & Sciences (IADAS).
- - AltaVista holds 52 index search-related patents and has the No.1 index
of the Web, according to the Guinness Book of World Records.
For more information, visit AltaVista's flagship site located at
http://www.altavista.com or http://www.av.com.
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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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(1) AltaVista is the ninth largest individual domain on the Internet, as
ranked by the firm Relevant Knowledge. Compaq Presario Internet PCs featuring
"Instant Internet" keyboard buttons - linked to AltaVista and e-commerce
sites - drive more than 20 million user visits to the AltaVista destination
per month.
# # #
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, contact:
ON TUES. FEB. 16:
Media Contacts
---------------
Compaq Computer Corporation Jim Finlaw 404-588-4755 OR
404-588-4758
Compaq Computer Corporation Alan Hodel 281-518-8932
[email protected]
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Investor Relations
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Compaq Computer Corporation Tien Le 281-514-6098
[email protected]
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EXHIBIT 99.2
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
- ---------------------
COMPAQ ANNOUNCES SUCCESSFUL TENDER OFFER
FOR SHOPPING.COM ACQUISITION
HOUSTON, FEBRUARY 16, 1999 - Compaq Computer Corporation (NYSE:CPQ) today
announced that 9,935,449 shares, or approximately 95.91 percent of the
outstanding shares of common stock of Shopping.com (OTC: IBUY), were tendered
for $18.25 per share in cash in response to Compaq's tender offer which closed
on February 12, 1999, based upon a preliminary count by U.S. Stock Transfer
Corporation, the depositary. The shares (which include 447,014 shares subject
to guarantees of delivery or receipt of additional documentation) will be
purchased in accordance with the terms of the offer.
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 merchandising partners. Shopping.com 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.
Compaq will proceed with those steps necessary to complete the merger
of Compaq Interests, Inc., a wholly owned subsidiary of Compaq, into
Shopping.com. The merger is expected to be completed in early March.
Pursuant to the Merger, any shares of Shopping.com common stock not
tendered and purchased pursuant to the tender offer or otherwise owned by
Compaq will be converted into the right to receive $18.25 per share in cash.
"We are very pleased with the large number of shares tendered and look
forward to making Shopping.com the most satisfying, fun and exclusive shopping
experience on the Internet," said Rod Schrock, President and Chief Executive
Officer of AltaVista Company, a subsidiary of Compaq.
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 editorial information, contact:
Compaq Computer Corporation Alan Hodel 281-518-8932
[email protected]
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