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.