================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 14, 2002
------------
Date of Report (Date of Earliest Event Reported)
Hewlett-Packard Company
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4423 94-1081436
---------------------------- ------------------------ ---------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3000 Hanover Street, Palo Alto, CA 94304
--------------------------------------------
(Address of principal executive offices) (Zip code)
(650) 857-1501
--------------------------------------------
(Registrant's telephone number, including area code)
================================================================================
Item 5. Other Events
This Current Report on Form 8-K relates to a planned merger (the "Merger")
between a wholly-owned subsidiary of Hewlett-Packard Company ("HP") with and
into Compaq Computer Corporation ("Compaq") pursuant to the terms of an
Agreement and Plan of Reorganization, dated as of September 4, 2001 (the "Merger
Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The Merger
Agreement is on file with the Securities and Exchange Commission (the "SEC") as
an exhibit to the Current Report on Form 8-K, as amended, filed by HP on
September 4, 2001, and is incorporated by reference into this filing. Completion
of the Merger is subject to customary closing conditions that include, among
others, receipt of required approvals from HP shareowners and from Compaq
shareowners, respectively, and receipt of required antitrust approvals.
Upon completion of the Merger, holders of Compaq common stock will be
entitled to receive 0.6325 of a share of HP common stock for each share of
Compaq common stock they then hold. In addition, upon completion of the Merger,
HP will assume outstanding stock appreciation rights and options to purchase
shares of Compaq common stock, each at the exchange ratio referred to in the
preceding sentence and will assume certain Compaq stock plans. If any of the
conditions to the Merger is not satisfied or, if waiver is permissible, not
waived, the Merger will not be completed. In addition, under certain
circumstances specified in the Merger Agreement, HP or Compaq may terminate the
merger agreement. As a result, HP cannot assure you that it will complete the
Merger.
This Current Report on Form 8-K attaches hereto as Exhibit 99.1 and
incorporates by reference herein HP's unaudited pro forma condensed combined
consolidated balance sheet as of January 31, 2002, and unaudited pro forma
condensed combined consolidated statements of earnings for the three months
ended January 31, 2002 and for the year ended October 31, 2001, giving effect to
the Merger as a purchase of Compaq by HP in accordance with Article 11 of
Regulation S-X (17 C.F.R. Section 210.11 (2000)).
However, if HP does not complete the Merger, HP's business, operating
results and assets and liabilities will not reflect any actual or anticipated
interest in Compaq's business, its operating results or its assets and
liabilities.
Additional Information about the Merger and Where to Find It
On February 5, 2002, HP filed a registration statement with the SEC
containing a definitive joint proxy statement/prospectus regarding the Merger.
Investors and security holders of HP and Compaq are urged to read the definitive
joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any
other relevant materials filed by HP or Compaq with the SEC because they
contain, or will contain, important information about HP, Compaq and the Merger.
The definitive joint proxy statement/prospectus and other relevant materials
(when they become available), and any other documents filed by HP or Compaq with
the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
Street, Palo Alto, California 94304, 650-857-1501. Investors and security
holders may obtain free copies of the documents filed with the SEC by Compaq by
contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, 800-433-2391. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus and the other relevant
materials (when they become available) before making any voting or investment
decision with respect to the Merger.
Item 7. Financial Statements and Exhibits.
The following exhibit is being filed with this report:
99.1 HP's unaudited pro forma condensed combined consolidated balance
sheet as of January 31, 2002, and unaudited pro forma condensed
combined consolidated statements of earnings for the three months
ended January 31, 2002 and for the year ended October 31, 2001,
giving effect to the Merger as a purchase of Compaq by HP using
the purchase method of accounting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: March 14, 2002 By: /s/ Ann O. Baskins
------------------------------------------
Name: Ann O. Baskins
Title: Vice President, General Counsel
and Secretary
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED MARCH 14, 2002
Exhibit Description
--------------------------------------------------------------------------------
99.1 HP's unaudited pro forma condensed combined
consolidated balance sheet as of January 31, 2002, and
unaudited pro forma condensed combined consolidated
statements of earnings for the three months ended
January 31, 2002 and for the year ended October 31,
2001, giving effect to the Merger as a purchase of
Compaq by HP using the purchase method of accounting.