-----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, P7iCitalQPH9sc5R7+QBlYuvkkEDnapVaOG5Xitz8EChyfpjqryi5VSklxMfENmu ARsvdwsnGOIWviJqKQLF9Q== 0000912057-02-018174.txt : 20020502 0000912057-02-018174.hdr.sgml : 20020501 ACCESSION NUMBER: 0000912057-02-018174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020502 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: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04423 FILM NUMBER: 02632231 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 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 a2078809z8-k.txt 8-K ================================================================================ 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): MAY 1, 2002 HEWLETT-PACKARD COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-04423 94-1081436 - ----------------------------- --------------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3000 HANOVER STREET, PALO ALTO, CA 94304 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 857-1501 N.A. ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS On May 1, 2002, Hewlett-Packard Company ("HP") issued a press release announcing that the proposal to approve the issuance of shares of HP common stock in connection with the merger transaction with Compaq Computer Corporation ("Compaq") had passed in accordance with New York Stock Exchange requirements. A copy of the Agreement and Plan of Reorganization, dated as of September 4, 2001, by and among HP, Heloise Merger Corporation and Compaq is attached as Exhibit 2.1 to HP's Current Report on Form 8-K filed with the SEC on September 4, 2001, and is incorporated herein by reference. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On May 2, 2002, HP issued a press release announcing that, effective as of the start of trading on Monday, May 6, 2002, HP's trading symbol on the New York Stock Exchange and the Pacific Exchange will be changed to "HPQ". A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits. 2.1 Agreement and Plan of Reorganization dated as of September 4, 2001, by and among Hewlett-Packard Company, Heloise Merger Corporation and Compaq Computer Corporation (previously filed with the Securities and Exchange Commission on September 4, 2001 as Exhibit 2.1 to the Current Report on Form 8-K of Hewlett-Packard Company and incorporated herein by reference). 99.1 Press Release of Hewlett-Packard Company, issued on May 1, 2002. 99.2 Press Release of Hewlett-Packard Company, issued on May 2, 2002. SIGNATURE 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. HEWLETT-PACKARD COMPANY By: /s/ CHARLES N. CHARNAS Charles N. Charnas Assistant Secretary Date: May 2, 2002 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Agreement and Plan of Reorganization dated as of September 4, 2001, by and among Hewlett-Packard Company, Heloise Merger Corporation and Compaq Computer Corporation (previously filed with the Securities and Exchange Commission on September 4, 2001 as Exhibit 2.1 to the Current Report on Form 8-K of Hewlett-Packard Company and incorporated herein by reference). 99.1 Press Release of Hewlett-Packard Company, issued on May 1, 2002. 99.2 Press Release of Hewlett-Packard Company, issued on May 2, 2002.
EX-99.1 3 a2078809zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [LETTERHEAD OF HEWLETT-PACKARD COMPANY] [HP INVENT LOGO] Editorial Contacts: Rebeca Robboy, HP +1 650 857 2064 rebeca_robboy@hp.com HP ANNOUNCES CERTIFIED VOTE TALLY ON COMPAQ MERGER PROPOSAL NEW HP EXPECTED TO LAUNCH ON MAY 7 PALO ALTO, Calif., May 1, 2002 -- Hewlett-Packard Company (NYSE:HWP) today announced that the independent Inspectors of Election, representatives of IVS Associates, Inc., have issued their final Inspectors of Election report with respect to the special meeting of shareowners held on March 19, 2002. According to the report, there were 838,401,376 shares of HP common stock voted for the proposal to approve the issuance of shares of HP common stock in connection with the merger transaction with Compaq Computer Corporation (NYSE:CPQ), 793,094,105 shares voted against the proposal and 13,950,651 shares abstained. Based on this report, HP confirms that the proposal has passed in accordance with New York Stock Exchange requirements. HP expects to close the deal on May 3, 2002. The launch of the new HP will take place on May 7, 2002. ABOUT HP HP is a leading global provider of computing and imaging solutions and services focused on making technology and its benefits accessible to all. HP had total revenue of $45.2 billion in its 2001 fiscal year. Information about HP and its products can be found on the World Wide Web at http://www.hp.com. # # # This document contains forward-looking statements that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the occurrence and timing of the closing of the merger and launch of the combined company, and statements of assumptions underlying the foregoing. The risks, uncertainties and assumptions referred to above include the possibility that the merger or other planned acquisitions may not close or that HP, Compaq or other parties to planned acquisitions may not complete pre-closing preparations by the expected time and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to HP's quarterly report on Form 10-Q, as filed on March 12, 2002, for the quarter ended January 31, 2002, and subsequently filed reports. HP assumes no obligation and does not intend to update these forward-looking statements. 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. * * * * * EX-99.2 4 a2078809zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 [LETTERHEAD OF HEWLETT-PACKARD COMPANY] [HP INVENT LOGO] Editorial Contacts: Rebeca Robboy, HP +1 650 857 2064 rebeca_robboy@hp.com HP TO CHANGE NYSE TRADING SYMBOL FROM HWP TO HPQ PALO ALTO, Calif., May 2, 2002 -- Hewlett-Packard Company (NYSE:HWP) today announced that it will change its NYSE trading symbol from HWP to HPQ effective Monday, May 6, 2002. "Our new trading symbol is a tribute to the contribution of both companies as we come together to build the new HP," said Carly Fiorina, HP chairman and chief executive officer. HP expects to close its merger with Compaq Computer Corporation (NYSE:CPQ) on May 3, 2002, and that the trading of Compaq common stock will be suspended before the opening of the market on May 6, 2002. # # # This document contains forward-looking statements that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the timing of the closing of the merger, suspension of Compaq stock trading and new trading symbol. The risks, uncertainties and assumptions referred to above include the possibility that the merger may not close or that HP, Compaq or other parties to planned acquisitions may not complete pre-closing preparations by the expected time; and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to HP's annual report on Form 10-Q, as filed on March 12, 2002, for the fiscal quarter ended January 31, 2002, and subsequently filed reports. HP assumes no obligation and does not intend to update these forward-looking statements. 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. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----