-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUdWKwEnGdYKyTzuHwKnMzX+VzxuhvUEWXUARTgkL0Dj1IdFqOikVtaPTh9/kdXc Ge+yQ9ZByCVdImNLqrhjjg== 0000047217-98-000013.txt : 19980521 0000047217-98-000013.hdr.sgml : 19980521 ACCESSION NUMBER: 0000047217-98-000013 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980520 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-44113 FILM NUMBER: 98629105 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BQ CITY: PALO ALTO STATE: CA ZIP: 94304 S-3/A 1 As filed with the Securities and Exchange Commission on May 20, 1998. Registration No. 333-44113 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 HEWLETT-PACKARD COMPANY (Exact name of Registrant as specified in its charter) Delaware 94-1081436 (State of incorporation) (I.R.S. Employer Identification No.) 3000 Hanover Street Palo Alto, CA 94304 (Address, including zip code, of Registrant's principal executive offices) D. Craig Nordlund, Esq. Associate General Counsel and Secretary Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 (650) 857-1501 (Name,address and telephone number,including area code,of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee ---------- ---------- --------- --------- ------------ See below* N/A* N/A* N/A* N/A* * No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement No. 2-66780. Therefore, no further registration fee is required. HEWLETT-PACKARD COMPANY POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-3 EXPLANATORY NOTE This Post-Effective Amendment No. 2 (this "Amendment") to the Registration Statement on Form S-3 (File No. 333-44113 the "Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by Hewlett-Packard Company, a Delaware corporation ("Hewlett-Packard Delaware" or the "Company"), which is the successor to Hewlett-Packard Company, a California corporation ("Hewlett-Packard California"), following a statutory merger effective on May 20, 1998 (the "Merger") for the purpose of changing Hewlett-Packard California's state of incorporation. Prior to the Merger, Hewlett-Packard Delaware had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, Hewlett- Packard Delaware succeeded by operation of law to all of the assets and liabilities of Hewlett-Packard California. The Merger was approved by the shareholders of Hewlett-Packard California at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as modified by this Amendment, Hewlett-Packard Delaware, by virtue of this Amendment, expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act. SIGNATURES 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-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on this 15th day of May 1998. HEWLETT-PACKARD COMPANY By: /s/ Ann O. Baskins -------------------------- Ann O. Baskins Assistant Secretary and Senior Managing Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Craig Nordlund and Ann O. Baskins, jointly and severally his or her attorneys-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to the Registration Statement or this Post-Effective Amendment No. 2 to the Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed on the 15th day of May 1998 by the following persons in the capacities indicated. Signature Title Date --------- ----- ---- /s/Lewis E. Platt Chairman, President and May 15, 1998 -------------------- Chief Executive Officer Lewis E. Platt (Principal Executive Officer) /s/ Robert P. Wayman Executive Vice President, May 15, 1998 -------------------- Finance and Administration Robert P. Wayman (Chief Financial Officer) and Director /s/Raymond W. Cookingham Vice President and Controller May 15, 1998 ------------------------ (Principal Accounting Officer) Raymond W. Cookingham /s/Philip M. Condit Director May 15, 1998 ------------------------ Philip M. Condit /s/Thomas E. Everhart Director May 15, 1998 ------------------------ Thomas E. Everhart /s/John B. Fery Director May 15, 1998 ------------------------ John B. Fery /s/Jean-Paul G. Gimon Director May 15, 1998 ------------------------ Jean-Paul G. Gimon /s/Sam Ginn Director May 15, 1998 ------------------------ Sam Ginn /s/Richard A. Hackborn Director May 15, 1998 ------------------------ Richard A. Hackborn /s/Walter B. Hewlett Director May 15, 1998 ------------------------ Walter B. Hewlett /s/George A. Keyworth II Director May 15, 1998 ------------------------ George A. Keyworth II /s/ David M. Lawrence,M.D. Director May 15, 1998 -------------------------- David M. Lawrence, M.D. /s/Susan P. Orr Director May 15, 1998 -------------------------- Susan P. Orr /s/David W. Packard Director May 15, 1998 -------------------------- David W. Packard REGISTRATION STATEMENT ON FORM S-3 HEWLETT-PACKARD COMPANY INDEX TO EXHIBITS Exhibit Number Description 23.1 Opinion of Counsel 23.2 Consent of Independent Accountants 24.1 Power of Attorney (see Page II-3 of this Amendment to the Registration Statement). Exhibit 23.1 May 20, 1998 Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-3 Ladies and Gentlemen: I have examined the Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (the "Registration Statement") to be filed by Hewlett-Packard Company, a Delaware corporation (the "Company"), with the Securities and Exchange Commission on or about May 20, 1998 in connection with the registration under the Securities Act of 1933, as amended, of the Company's $2,000,000,000 aggregate principal amount at maturity of Liquid Yield Option Notes due 2017 (the "LYONs") and the shares of Common Stock, par value $1.00 per share, of the Company issuable upon conversion of the LYONs (the "Shares"). The LYONs and the shares were registered by Hewlett-Packard Company, a California corporation, prior to the reincorporation into Delaware. It is my opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken prior to the issuance of the LYONs and the Shares, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, (i) the LYONs are legally and validly issued, fully paid and nonassessable, and (ii) the Shares, when issued in accordance with the terms of the Indenture dated as of October 14, 1997 between the Company and Chase Manhattan Bank and Trust Company, as Trustee, will be legally and validly issued, fully paid and non-assessable. You are further advised that I consent to the use of this opinion as an exhibit to the above-mentioned Registration Statement. Very truly yours, /s/ Ann O. Baskins --------------------------- Ann O. Baskins Assistant Secretary and Senior Managing Counsel Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Hewlett-Packard Company of our report dated November 17, 1997, which appears on page 54 of Hewlett-Packard's 1997 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended October 31, 1997. /s/ Price Waterhouse LLP ------------------------ PRICE WATERHOUSE LLP San Jose, California May 18, 1998 May 20, 1998 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Filing Desk (Stop 1-4) Re: HEWLETT-PACKARD COMPANY POST-EFFECTIVE AMENDMENT NO.2 TO THE REGISTRATION STATEMENT (REG. NO. 333-44113) ON FORM S-3 LIQUID YIELD OPTION/TM/NOTES DUE 2017 Ladies and Gentlemen: Attached on behalf of Hewlett-Packard Company, a Delaware corporation, for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the "Act"), is Post-Effective Amendment No. 2 to the Registration Statement on Form S-3, Registration No. 333-44113, relating to $2,000,000,000 aggregate principal amount at maturity of Liquid Yield Option/TM/ Notes ("LYONS") of the Registrant (the "Registration Statement"). Should you have any questions with respect to the Registration Statement, please contact Marie Oh Huber at (650) 857-3169. Very truly yours, HEWLETT-PACKARD COMPANY /s/ Marie Oh Huber ----------------------- Marie Oh Huber Corporate Counsel cc: Ann O. Baskins, Esq. Gregory J. Conklin, Esq. /TM/ Trademark of Merrill Lynch & Co., Inc. -----END PRIVACY-ENHANCED MESSAGE-----