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 1998 STOCK OPTION PLAN
(Full Title of the Plan)
Thomas C. Siekman
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
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE (1) PRICE (1) FEE (1)
- ------------------- --------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Compaq Computer 1,385,420 $ 15.14 $ 20,975,259 $ 5,831.12
Corporation Common shares
Stock, par value
0.01 per share
<FN>
(1) As of the date hereof, options to purchase all of the shares registered hereunder under
the 1998 Plan were outstanding at an average exercise price of $15.14 per share. Compaq assumed
these options in its acquisition of Shopping.com. The registration fee for the foregoing shares
is based upon the exercise price.
The purpose of this Registration Statement is to register, pursuant to Instruction E to Form
S-8, 1,385,420 additional shares of Common Stock, par value $.01 per share, of Compaq Computer
Corporation ("Common Stock") under the Registrant's 1998 Stock Option Plan. Shares under the
1998 Plan were previously registered on Form S-8 (Registration No. 333-56677) filed by the
Registrant with the Securities and Exchange Commission. The Registration Statement will
become effective upon filing in accordance with Rule 462(a) under the Securities Act.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Compaq Computer Corporation (the "Company" or the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) The Company's Current Reports on Form 8-K dated January 11, 1999;
January 21, 1999; January 26, 1999; January 27, 1999; and
February 16, 1999;March 11, 1999, and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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, will 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. Statements contained in
this Registration Statement or in a document incorporated by
reference may be modified or superseded by later statements in
this Registration Statement or by statements in subsequent
documents incorporated by reference, in which case you should
refer to the later statement.
ITEM 4. DESCRIPTION OF THE SECURITIES
The securities being registered hereby are shares of common stock, par
value $0.01 per share, of Compaq Computer Corporation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the common stock offered in this Registration Statement
will be passed upon for the Registrant by Linda S. Auwers, Vice President and
Associate General Counsel of the Registrant. Ms. Auwers has options to purchase
Company common stock, owns shares of Company common stock as a participant in an
employee benefit plan, and is eligible to participate in the Company's Deferred
Compensation and Supplemental Savings Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and agents of the corporation against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative, or investigative (other than action by or in the right of the
corporation-a "derivative action"), if they acted in good faith and in a manner
they 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 their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the DGCL requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The DGCL provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement, or
otherwise.
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The Company's Bylaws provide for indemnification of directors and officers
of the Company against liability they may incur in their capacities as such to
the fullest extent permitted by the DGCL.
The Company has in effect directors' and officers' liability insurance with
a limit of $100 million and fiduciary liability insurance with a limit of $25
million. The fiduciary liability insurance covers actions of directors and
officers as well as other employees with fiduciary responsibilities under the
Employee Retirement Income Security Act of 1974, as amended.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation will not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:
- - any breach of the director's duty of loyalty to the corporation or its
stockholders,
- - acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- - payment of unlawful dividends or unlawful stock purchases or redemptions,
or
- - any transaction from which the director derived an improper personal
benefit.
The Company's Restated Certificate of Incorporation limits the personal
liability of a director of the Company and its stockholders for monetary damages
for a breach of fiduciary duty as a director to the fullest extent permitted by
the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment of the Registration Statement) which, individually or
in the aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed the dollar value that was registered) and
any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) 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;
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provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement will be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 March 16, 1999.
COMPAQ COMPUTER CORPORATION
By: /s/ Linda S. Auwers
----------------------
Linda S. Auwers, Vice President
and Associate General Counsel
We, the undersigned officers and directors of Compaq Computer Corporation,
do hereby constitute and appoint Eckhard Pfeiffer, Earl L. Mason and Thomas C.
Siekman, 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
Company's 1998 Stock 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 by the following persons in the
capacities indicated below.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ------------------------- ----------------------------------- --------------
/s/ Eckhard Pfeiffer President, Chief Executive Officer March 16, 1999
- ------------------------- and Director (principal executive
(Eckhard Pfeiffer) officer)
/s/ Earl L. Mason Senior Vice President and March 16, 1999
- ------------------------- Chief Financial Officer (principal
(Earl L. Mason) financial and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of Directors March 16, 1999
- -------------------------
(Benjamin M. Rosen)
/s/ Lawrence T. Babbio Director March 16, 1999
- -------------------------
(Lawrence T. Babbio)
/s/ Judith Craven Director March 16, 1999
- -------------------------
(Judith Craven)
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/s/ Frank P. Doyle Director March 16, 1999
- -------------------------
(Frank P. Doyle)
/s/ Robert Ted Enloe III Director March 16, 1999
- -------------------------
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director March 16, 1999
- -------------------------
(George H. Heilmeier)
/s/ Peter N. Larson Director March 16, 1999
- -------------------------
(Peter N. Larson)
/s/ Kenneth L. Lay Director March 16, 1999
- -------------------------
(Kenneth L. Lay)
/s/ Thomas J. Perkins Director March 16, 1999
- -------------------------
(Thomas J. Perkins)
/s/ Kenneth Roman Director March 16, 1999
- -------------------------
(Kenneth Roman)
/s/ Lucille S. Salhany Director March 16, 1999
- -------------------------
(Lucille S. Salhany)
</TABLE>
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EXHIBIT INDEX
Exhibit
- -------
5.1 Opinion of Linda S. Auwers, Vice President and Associate General
Counsel of the Registrant, regarding the legality of the
Securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and Associate General
Counsel of the Registrant, is included in the opinion filed as
Exhibit 5.1 to this Registration Statement.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Powers of Attorney are included on the signature page of this
Registration Statement.
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[LETTERHEAD OF COMPAQ COMPUTER CORPORATION]
March 16, 1999
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Ladies and Gentlemen:
I am Vice President and Associate General Counsel of Compaq Computer
Corporation ("Compaq"), and have acted in such capacity in connection with
Compaq's Registration Statement on Form S-8 to register under the Securities Act
of 1933, as amended, the offer and sale of Compaq common stock (the "Common
Stock") pursuant to the Shopping.com Stock Option Plan of 1997 (the "1997
Plan"). In connection therewith, I (or attorneys under my supervision) 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 Common Stock
has been duly authorized and, when and to the extent issued for adequate
consideration therefore in accordance with the 1997 Plan, will be legal, valid
and binding obligations of Compaq.
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
Associate General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1999, except as to Note
14, which is as of February 16, 1999, appearing on page 26 of Compaq Computer
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
March 17, 1999
