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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
February 14, 2002
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Date of Report (Date of Earliest Event Reported)
Hewlett-Packard Company
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(Exact name of registrant as specified in its charter)
Delaware 1-4423 94-1081436
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(State or other jurisdiction of
incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
3000 Hanover Street, Palo Alto, CA 94304
(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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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 shares 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 assume certain Compaq stock plans. If any of the conditions to the Merger
are 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 Exhibits 99.1 and 99.2,
and incorporates by reference herein: (i) the historical consolidated financial
statements of Compaq including Compaq's consolidated balance sheet at December
31, 2001 and 2000, the consolidated statements of income, cash flows and
stockholders' equity for each of the three years in the period ended December
31, 2001, and Compaq's Schedule II, Valuation and Qualifying Accounts for each
of the three years in the period ended December 31, 2001, filed in accordance
with Rule 3-05 of Regulation S-X (17 C.F.R. Section 210.3.05 (2000)), and (ii)
the unaudited pro forma condensed combined consolidated financial statements of
HP for the period ended October 31, 2001 and comparative historical and pro
forma per share data 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 exhibits are being filed with this report:
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
99.1 Compaq's historical audited consolidated financial statements,
including Compaq's consolidated balance sheet at December 31,
2001 and 2000, the consolidated statements of income, cash
flows and stockholders' equity for each of the three years in the
period ended December 31, 2001 and Compaq's Schedule II,
Valuation and Qualifying Accounts for each of the three years in
the period ended December 31, 2001.
99.2 Unaudited pro forma condensed combined consolidated financial
statements of HP and comparative historical and pro forma per
share data giving effect to the Merger as a purchase of Compaq by
HP using the purchase method of accounting that are included in a
Registration Statement on Form S-4 filed by HP with the SEC on
February 5, 2002 in connection with the proposed Merger.
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: February 14, 2002 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 14, 2002
Exhibit Description
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23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
99.1 Compaq's historical audited consolidated financial
statements, including Compaq's consolidated balance sheet
at December 31, 2001 and 2000, the consolidated
statements of income, cash flows and stockholders' equity
for each of the three years in the period ended
December 31, 2001 and Compaq's Schedule II, Valuation and
Qualifying Accounts for each of the three years in the
period ended December 31, 2001.
99.2 Unaudited pro forma condensed combined consolidated
financial statements of HP and comparative historical and
pro forma per share data giving effect to the Merger as a
purchase of Compaq by HP using the purchase method of
accounting that are included in a Registration Statement
on Form S-4 filed by HP with the SEC on February 5, 2002
in connection with the proposed Merger.