-----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, PQwoos1mfvLEK38pMzzdd591M6VmwiEbqKVF0I6zj4RjkGW1MCFWMZxP9anuEWrM 1vc2iRxfdG4U5aQWKOqQcA== 0000912057-02-019003.txt : 20020508 0000912057-02-019003.hdr.sgml : 20020508 ACCESSION NUMBER: 0000912057-02-019003 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20020508 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-86378 FILM NUMBER: 02637515 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 S-3/A 1 a2077124zs-3a.txt FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002 REGISTRATION NO. 333-86378 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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 OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 3000 HANOVER STREET, PALO ALTO, CALIFORNIA 94304 (650) 857-1501 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------- ANN O. BASKINS, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 3000 HANOVER STREET, PALO ALTO, CALIFORNIA 94304 (650) 857-1501 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------- COPIES TO: CHARLES N. CHARNAS, ESQ. MARTIN W. KORMAN, ESQ. MELANIE D. VINSON, ESQ. BRADLEY L. FINKELSTEIN, ESQ. HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI 3000 HANOVER STREET PROFESSIONAL CORPORATION PALO ALTO, CA 94304 650 PAGE MILL ROAD (650) 857-1501 PALO ALTO, CA 94304 (650) 493-9300 ---------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement. ---------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /_______ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /_______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ---------- CALCULATION OF REGISTRATION FEE
=========================================================================================================================== TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share (2) 20,532,414 (3) $2.63 to $75.31 $652,127,299 $59,996 (4)(5) - ---------------------------------------------------------------------------------------------------------------------------
(1) This registration statement shall also cover any additional shares of our common stock which become issuable under the rights to purchase HP stock by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without our receipt of consideration that results in an increase in the number of the outstanding shares of our common stock. (2) Each share of common stock includes a right to purchase one one-thousandth of a share of Series A Participating Preferred Stock. (3) Represents the estimated maximum number of shares of common stock of the Registrant to be issued upon the exercise of options and other rights to acquire common stock of former employees and directors of Compaq Computer Corporation ("Compaq") following the completion of the merger of a wholly-owned subsidiary of the Registrant with and into Compaq (the "Merger") based on the issuance of 0.6325 of a share of the Registrant's common stock for one share of common stock of Compaq that the options and rights were exercisable for immediately prior to the completion of the Merger. (4) Calculated solely for purposes of this offering under Rule 457(g) of the Securities Act of 1933, as amended. (5) Previously paid. ---------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. =============================================================================== PROSPECTUS HEWLETT-PACKARD COMPANY 20,532,414 Shares COMMON STOCK We are registering a total of up to 20,532,414 shares of our common stock that are issuable to certain former employees and directors of Compaq Computer Corporation upon their exercise of certain options and other rights to purchase common stock that we assumed in connection with our merger transaction involving Compaq. If all such former employees and directors purchase our common stock subject to the assumed options and rights, we will receive aggregate proceeds of up to approximately $652,127,299. SEE "RISK FACTORS" ON PAGE 1 FOR INFORMATION YOU SHOULD CONSIDER BEFORE BUYING THE SECURITIES. ---------- Our common stock is listed on the New York Stock Exchange Composite Tape under the symbol "HPQ." On May 6, 2002, the reported last sale price of our common stock on the New York Stock Exchange Composite Tape was $18.22 per share. ---------- You should rely only on the information included in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date below. ---------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This prospectus is dated May 7, 2002 TABLE OF CONTENTS
PAGE ---- Summary.................................................................1 Risk Factors............................................................1 The Company.............................................................1 Recent Developments.....................................................2 Compaq Computer Corporation Stock Plans.................................4 Overview.......................................................4 Eligibility....................................................7 Costs ......................................................7 Taxes....................................................7 U.S. taxes...............................................7 Nonqualified stock options and SARs......................7 Tax effects for HP.......................................8 Taxes outside the U.S....................................8 Dates and Deadlines..................................... 8 When to exercise.........................................9 Knowing HP's stock price................................10 Transactions..................................................10 How to exercise stock options...........................10 Exercise to buy/hold stock..............................12 Exercise to sell shares and cover costs.................13 Exercise to sell all shares.............................13 How to exercise SARs....................................14 Rules and regulations.........................................14 Documentation.................................................16 Glossary......................................................17 Conclusion....................................................19 Where You Can Find More Information....................................20 Use Of Proceeds........................................................22 Plan Of Distribution...................................................22 Legal Matters..........................................................23 Experts ..............................................................23
SUMMARY We are registering a total of up to 20,532,414 shares of our common stock that are issuable to certain former employees and directors of Compaq Computer Corporation ("Compaq") upon their exercise of certain options and other rights to purchase common stock that we assumed in connection with our merger transaction involving Compaq. Contained below are descriptions of the terms of each of the Compaq stock plans to which these options or other rights to purchase common stock may be subject. See "Compaq Computer Corporation Stock Plans." RISK FACTORS Before acquiring any of the securities that may be offered hereby, you should carefully consider the risks discussed in the section of our Form 10-Q, filed March 12, 2002 for the fiscal quarter ended January 31, 2002, entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors That Could Affect Future Results," which is incorporated in this document by reference. THE COMPANY We are a leading global provider of computing, printing and imaging solutions and services for business and home, and are focused on making technology and its benefits accessible to all. We currently organize our operations into five major businesses. o IMAGING AND PRINTING SYSTEMS provides printer hardware, supplies, imaging products and related professional and consulting services. Printer hardware consists of laser and inkjet printing devices, which include color and monochrome printers for the business and home, multi-function laser devices and wide- and large-format inkjet printers. Supplies offer laser and inkjet printer cartridges and other related printing media. Imaging products include all-in-one inkjet devices, scanners, digital photography products, personal color copiers and faxes. Professional and consulting services are provided to customers on the optimal use of printing and imaging assets. o EMBEDDED AND PERSONAL SYSTEMS provides commercial personal computers (PCs), home PCs, a range of handheld computing devices, digital entertainment systems, calculators and other related accessories, software and services for commercial and consumer markets. Commercial PCs include the Vectra and e-PC desktop series, as well as OmniBook notebook PCs. Home PCs include the Pavilion series of multimedia consumer desktop PCs and notebook PCs. Digital entertainment systems offer the DVD+RW drives as well as digital entertainment center products. Handheld computing devices include the Jornada handheld products which run on Pocket PC(R) software. o COMPUTING SYSTEMS provides workstations, UNIX(R) servers, PC servers, storage and software solutions. Workstations provide UNIX(R), Windows and Linux-based systems. The UNIX(R) server offering ranges from low-end servers to high-end scalable systems such as the Superdome line, all of which run on our PA-RISC architecture and the HP-UX operating system. PC servers offer primarily low-end and mid-range products that run on the Windows(R) and Linux(R) operating systems. Storage provides mid-range and high-end array offerings, storage area networks and storage area management and virtualization software, as well as tape and optical libraries, tape drive mechanisms and tape media. The software category offers OpenView and other solutions designed to manage large-scale systems and networks. In addition, software includes telecommunications infrastructure solutions and middleware. o IT SERVICES provides customer support, consulting and outsourcing delivered with the sales of HP solutions. Customer support offers a range of high-value solutions from mission-critical and networking services that span the entire IT environment to low-cost, high-volume product support. Consulting provides industry-specific business and IT consulting and system integration services in areas such as financial services, telecommunications and manufacturing, as well as cross-industry expertise in Customer Relationship Management (CRM), e-commerce and IT infrastructure. Consulting also includes complementary third party products delivered with the sales of HP Solutions. Outsourcing offers a range of IT management services, both comprehensive and selective, including transformational infrastructure services, client computing managed services, managed web services and application services to medium and large companies. o FINANCING supports and enhances HP's global product and services solutions. As a strategic enabler to HP, financing provides a broad range of value-added financial services and computing and printing utility offerings to large global and enterprise customers as well as small and medium businesses and consumers. Financing offers innovative, personalized and flexible alternatives to balance individual customer cash flow, technology obsolescence and capacity needs. We were incorporated in 1947 under the laws of the State of California as the successor to a partnership founded in 1939 by William R. Hewlett and David Packard. Effective in May 1998, we changed our state of incorporation from California to Delaware. Our principal executive offices are located at 3000 Hanover Street, Palo Alto, California 94304. Our telephone number is (650) 857-1501. ---------- UNIX is a registered trademark of the Open Group; Windows is a registered trademark of Microsoft Corporation in the United States and/or other countries; Linux is a registered trademark of Linus Torvalds. RECENT DEVELOPMENTS An Agreement and Plan of Reorganization, dated as of September 4, 2001, was entered into by and among HP, Heloise Merger Corporation, a wholly-owned subsidiary of HP, and Compaq (the "Merger Agreement"). On May 3, 2002, the transaction contemplated by the Merger Agreement (the "Merger") became effective, Heloise Merger Corporation merged with and into Compaq and Compaq became a wholly-owned subsidiary of HP. Compaq is a leading global provider of information technology products, services and solutions for enterprise customers. Compaq designs, develops, manufactures and markets information technology equipment, software, services and solutions, fault-tolerant business critical solutions, communication products, personal desktop and notebook computers and personal entertainment and Internet devices. Pursuant to the Merger Agreement, as a result of the Merger, each share of Compaq common stock outstanding at the effective time of the Merger was converted into the right to receive 0.6325 of a share of HP common stock. In addition, HP assumed outstanding stock appreciation rights and options to acquire shares of Compaq common stock, each at the exchange ratio -2- referred to in the preceding sentence, and assumed certain Compaq stock plans. Following consummation of the Merger, Compaq's common stock was delisted from the New York Stock Exchange. HP common stock now trades on the New York Stock Exchange and the Pacific Exchange under the symbol "HPQ". -3- COMPAQ COMPUTER CORPORATION STOCK PLANS OVERVIEW THE MERGER WITH HEWLETT-PACKARD Under the terms of the Merger Agreement, Compaq Computer Corporation ("Compaq") became a wholly-owned subsidiary of Hewlett-Packard Company ("HP"). In connection with the Merger, certain Compaq stock plans and unexpired stock options and Stock Appreciation Rights (SARs) granted under the following plans (the "Plans") were assumed by HP: o Compaq Computer Corporation 2001 Stock Option Plan, o Compaq Computer Corporation 1998 Stock Option Plan, o Compaq Computer Corporation 1995 Equity Incentive Plan, o Compaq Computer Corporation 1989 Equity Incentive Plan, o Compaq Computer Corporation Nonqualified Stock Option Plan for Non-Employee Directors, o Compaq Computer Corporation 1985 Stock Option Plan, o Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan, o Compaq Computer Corporation 1985 Nonqualified Stock Option Plan, and o Compaq Computer Corporation 1998 Former Nonemployee Replacement Option Plan. In the Merger all shares were converted from shares of Compaq common stock into shares of HP common stock. If you received a stock option or SAR prior to the Merger, then the number of shares covered by your stock option or SAR after the Merger was determined as follows: The number of Compaq shares covered by your stock option or SAR at the effective time of the Merger was multiplied by 0.6325 (the "Exchange Ratio"). The result, rounded down to the nearest whole number, was the number of shares of HP common stock covered by your assumed stock option or SAR immediately after the Merger. If you received a stock option or SAR prior to the Merger, then the exercise price of your stock option or SAR has been adjusted as a result of the Merger. The per share exercise price of each stock option or SAR was determined as follows: The original exercise price per Compaq share (as shown in your stock option or SAR agreement) was divided by 0.6325. The result, rounded up to the nearest whole cent was the stock option or SAR's exercise price per share of HP stock immediately after the Merger. -4- Each assumed stock option or SAR will continue to have, and remain subject to, substantially the same terms and conditions as in effect immediately before the Merger, except as described in this prospectus and the letter provided after the Merger regarding the conversion of your stock option or SAR. After the Merger, awards may be granted by HP to eligible service providers from the following assumed plans: o Compaq Computer Corporation 2001 Stock Option Plan (under which stock options and SARs may be issued to eligible employees and directors of HP and its affiliates and approximately 50,590,970 shares of HP common stock are reserved for issuance), o Compaq Computer Corporation 1998 Stock Option Plan (under which stock options and SARs may be issued to eligible employees and directors of HP and its affiliates and approximately 101,303,726 shares of HP common stock are reserved for issuance), o Compaq Computer Corporation 1995 Equity Incentive Plan (under which stock options and SARs may be issued to eligible employees of HP and its affiliates and approximately 36,458,259 shares of HP common stock are reserved for issuance), and o Compaq Computer Corporation 1989 Equity Incentive Plan (under which stock options, SARs and restricted stock may be issued to eligible employees of HP and its affiliates and approximately 57,797,705 shares of HP common stock are reserved for issuance). After the Merger, no stock options or SARs will be granted under the following plans: o Compaq Computer Corporation Nonqualified Stock Option Plan for Non-Employee Directors (under which approximately 1,054,352 shares of HP common stock are subject to outstanding awards), o Compaq Computer Corporation 1985 Stock Option Plan (under which approximately 1,795,165 shares of HP common stock are subject to outstanding awards), o Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan (under which approximately 456,951 shares of HP common stock are subject to outstanding awards), o Compaq Computer Corporation 1985 Nonqualified Stock Option Plan (under which approximately 444,446 shares of HP common stock are subject to outstanding awards), and o Compaq Computer Corporation 1998 Former Nonemployee Replacement Option Plan (under which approximately 55,345 shares of HP common stock are subject to outstanding awards). The shares of HP common stock issued under the Plans are authorized but unissued shares or reacquired shares. Participants generally may continue to exercise their stock options and SARs in accordance with their terms. Outstanding and unvested stock options and SARs granted prior to September 1, 2001 became fully vested on March 20, 2002. GENERAL INFORMATION -5- This prospectus provides important information about your stock options and SARs and explains many of the considerations involved in using or "exercising" them. It also explains the tax implications, both at the time you exercise your stock options or SARs and at the time you sell any stock you may acquire through the Plans. WHAT IS STOCK? When you own stock - or shares - in a company, you own a portion of that company. Companies sell stock as a way to raise money - money that is then used for a wide range of business purposes, like constructing buildings, buying equipment, or funding research and development. WHAT IS A STOCK OPTION? One way a company can reward its employees is to give them stock options. A stock option is just that - a stock option, or a choice - to buy stock. Your stock options now give you the opportunity to buy HP stock in the future at a price set today. If the stock price goes up, your stock options can be very valuable. If the stock price goes down, then you simply don't use your stock options. WHAT IS A STOCK APPRECIATION RIGHT (SAR)? In a few countries, it is not possible or practical to grant stock options because of local regulations. In those countries, Stock Appreciation Rights (SARs) are granted. A Stock Appreciation Right has the same general terms and conditions as a stock option. You benefit from any increase in the value of HP stock. HOWEVER, WITH SARS, THE EMPLOYEE CANNOT EXERCISE AND TAKE POSSESSION OF THE UNDERLYING SHARES. Instead, when employees exercise, they receive a cash payment from the company equal to the amount the current stock price exceeds the exercise price of the SAR. WHAT IS RESTRICTED STOCK? HP will have the ability to issue stock as restricted stock to eligible employees under the Compaq 1989 Equity Incentive Plan. The Committee will be able to impose whatever conditions to vesting (or forfeiture) it determines to be appropriate and may issue restricted stock for little or no cash consideration. Prior to vesting, participants holding shares of restricted stock may exercise full voting rights with respect to the shares and may receive all dividends and other distributions paid with respect to the shares, unless the Committee determines otherwise. If HP grants an award of restricted stock, HP will send the participant a written agreement (a "restricted stock agreement") between HP and the participant. The restricted stock agreement will show the -6- number of shares of restricted stock granted, the vesting schedule, and any other terms and conditions that the Committee determines in its discretion. ELIGIBILITY WHO IS ELIGIBLE TO PARTICIPATE IN THE PLANS? Employees and directors of Compaq and its affiliates were eligible to receive stock options, SARs and restricted stock from the Plans prior to the Merger. After the Merger, employees of HP and its affiliates are eligible to receive stock options, SARs and restricted stock from the assumed Plans. For purposes of the Plans, an "affiliate" is any corporation or other entity (for example, partnerships and joint ventures) controlling, controlled by, or under common control with HP or Compaq. The Committee will have complete authority to determine which employees and directors will be selected for future participation in the assumed Plans. COSTS Unless required by local laws and/or regulations, there is no cost to you at the time you first receive a grant of stock options or SARs. However, any time you sell shares, you may be charged commissions and other fees. The income from the exercise of the stock options may be subject to local taxation and withholding taxes. TAXES When you exercise stock options or SARs, you may be subject to income and other taxes according to local tax laws. U.S. taxes generally apply if you live in the United States; however, taxation could depend on where you lived when the shares vested. HP strongly suggests that you consult with a tax advisor prior to exercising your stock option or SAR. Information about taxes outside the U.S. is also provided below. The following discussion is intended only as a summary of the general U.S. income tax laws that apply to stock options and SARs. However, the federal, state and local tax consequences to you will depend upon your individual circumstances. The following discussion assumes that the per share exercise price of a stock option or SAR is less than the fair market value of a share on the date of exercise. U.S. TAXES This section does not cover any state or local income tax consequences associated with exercising a stock option or SAR, and does not purport to be a complete discussion of all relevant federal income tax rules. HP does not give tax advice and you are strongly urged to consult with your own tax advisor about your individual circumstances. NONQUALIFIED STOCK OPTIONS AND SARS If you are granted a nonqualified stock option or SAR, you will not be required to include an amount in income at the time of grant. However, when you exercise the nonqualified stock option or SAR, you will have ordinary income to the extent the value of the HP's stock on the date of exercise (and any cash) you receive is greater than the exercise price you pay. -7- For example, if you exercise 200 stock options with an exercise (stock option) price of $25 per share when the stock's market value is $30 per share, your gain is calculated as follows: Market value: 200 shares x $30 per share $6,000 Your exercise price: 200 shares x $25 per share -$5,000 Your gain: $1,000
The gain of $1,000 is taxable at ordinary income tax rates. This gain will be added to your W-2 income, and the company is required to withhold taxes on this amount. In accordance with federal law, HP will withhold a percentage of your gain for federal income tax. HP must also withhold an additional amount for FICA taxes. If you buy and hold shares, or buy and sell only enough shares to cover costs, you should maintain records on the shares you are holding. The market value of these shares when you exercise your stock option becomes your cost basis for these shares. Any gain or loss you recognize upon the sale or exchange of the stock that you acquire generally will be treated as capital gain or loss and will be long-term or short-term depending on the length of time you hold the stock. The holding period for the stock will begin just after the time you recognize income. The amount of such gain or loss will be the difference between: o the amount you realize upon the sale or exchange of the stock, and o the value of the stock at the time you exercised your stock option. Consult your tax advisor for more information on the tax treatment of a future sale of stock. If you decide to keep shares of HP stock after exercising your stock options, the amount of additional tax you'll pay at the time of a later sale will also depend, in part, on how long you hold the shares. TAX EFFECTS FOR HP HP generally will receive a deduction for federal income tax purposes in connection with a stock option or SAR equal to the ordinary income you realize. HP will be entitled to its deduction at the time that you recognize the ordinary income. TAXES OUTSIDE THE U.S. If you live outside the United States, please contact your local Stock Option Administrator regarding tax withholding requirements. In many countries, you are subject to local taxes on the income from stock option and SAR transactions and the income may be subject to withholding taxes. DATES AND DEADLINES There are a number of key dates, deadlines and timing issues that affect stock options and SARs. o The grant date is the date on which you were granted your stock options or SARs. The Committee sets this date ahead of time. o On the grant date, the Committee determines: -8- - How many shares you have the right to buy with your stock option grant, or how many shares for which you will receive SARs, - The exercise price you will pay if you decide to buy shares through your stock options, or that will be used to calculate your gain for SARs, - The vesting schedule, and - The exercise period. o You typically VEST in your stock options or SARs (which means earning the right to exercise them) over a period of four years, depending on the date of your grant. Once you're vested, you have earned the right to buy shares, or receive SAR gains, based on the market price on the grant date. Your grant notice will specify the vesting schedule that applies to your grant. TO THE EXTENT OUTSTANDING AND UNVESTED, COMPAQ STOCK OPTIONS AND SARS GRANTED PRIOR TO SEPTEMBER 1, 2001 BECAME FULLY VESTED ON MARCH 20, 2002. o When you exercise your stock options, you buy HP shares at the exercise price determined on the grant date. The decision to exercise is up to you. You may exercise all or part of your vested stock options. After exercise, you can keep your shares, or sell them at any time. o Your exercise period - the period during which you have the right to exercise your stock options - is generally 10 years, provided you remain an employee. You must exercise your stock options or SARs before they expire. Once the 10-year exercise period has passed, the stock options and SARs are no longer valid. Please refer to the employment status information below for more details. WHEN TO EXERCISE You should exercise your stock options or SARs when it makes the most sense to do so, given your overall financial objectives. Only you and your financial advisors can make that determination. Once you are vested, the decision to exercise your outstanding stock options or SARs is always yours. Exercising them is an important financial matter that should be considered as carefully as any other investment decision you make. HP can't - and won't - tell you when to exercise, or when to sell any stock you may acquire through your stock options. You must develop your own strategy based on your financial goals. Before you exercise your stock options or SARs, you may want to seek advice from a personal financial counselor or a tax advisor. You can exercise your stock options or SARs at any time after they become vested, but before their expiration date. Please refer to the employment status information below for more details. If you originally received a stock option grant from another company that was converted to an HP stock option, your grant will expire on its original expiration date as long as you remain an employee. If you terminate employment for any reason, the terms of your grant at conversion will generally apply. -9- You aren't required to exercise a stock option or SAR as soon as it becomes vested. To the extent that HP's share price increases, so does the value of your stock options or SARs. Remember, your exercise price does not change, so if you wait to exercise and the stock price increases above your exercise (stock option) price, you benefit from the increased value of HP's stock price. If the stock price decreases below your exercise (stock option) price, you will not recognize a benefit. KNOWING HP'S STOCK PRICE You can follow the daily price of HP stock in many newspapers and through online resources. Depending on the resource used, the stock will be listed under the New York Stock Exchange (NYSE) as "HPQ." No one can predict how any company's stock will perform. Many factors can influence a stock's price, including the world's economy, our industry, the company's recent performance, and the confidence of investors. TRANSACTIONS There are a number of different types of transactions involved with stock options and SARs. HOW TO EXERCISE STOCK OPTIONS HP has arranged for employees to use a captive broker, currently Salomon Smith Barney (SSB), a full-service stock brokerage firm, to exercise stock options and sell shares on your behalf. This agreement includes three different types of transactions: o exercise to buy shares and hold the stock; o exercise and sell enough shares to cover costs; and o exercise to sell all shares. Please refer to the buy/hold form and general instructions at Inline, the Intranet website for employees. -10- There are three ways you can exercise your stock options. The method you select will depend on how you plan to use the stock you purchase. You may want to hold your HP stock as an investment or sell the stock and use the cash for another purpose. You may exercise your vested stock options any time before their expiration date. You do not have to exercise all of your vested stock options at one time. You may exercise some, and wait to exercise others. You can choose from two methods to pay for your exercise: o You may use your own money and pay cash, or o You may sell some of the HP stock at the time you exercise your stock options to cover the cost of buying the stock (plus applicable fees and taxes) in a "cashless exercise." The table below provides a brief summary of the methods for exercising your stock options.
- --------------------------------------------------------------------------------------------------------------------------- METHOD OF EXERCISE HOW IT WORKS CONSIDERATIONS - --------------------------------------------------------------------------------------------------------------------------- Exercise to buy shares and hold the stock You pay cash to exercise the stock You pay the cash required to option. exercise your stock option and - --------------------------------------------------------------------------------------------------------------------------- -11- - --------------------------------------------------------------------------------------------------------------------------- cover taxes (if applicable). - --------------------------------------------------------------------------------------------------------------------------- Exercise and sell enough shares to You buy the stock and sell a You do not use your own cash, cover costs (cashless exercise) portion of it immediately to but you do end up holding HP cover the full cost of the shares (but not the full transaction (including the number of shares you exercised). purchase price, applicable taxes, brokerage commissions, and fees). - --------------------------------------------------------------------------------------------------------------------------- Exercise to sell all shares (cashless You buy the stock and then You do not use your own cash, exercise) sell all of it. The proceeds and you do not hold any HP cover the full cost of the shares. You receive your transaction (including the proceeds in cash. purchase price, applicable taxes, brokerage commissions, and fees). - ---------------------------------------------------------------------------------------------------------------------------
As a stock option holder, you don't have voting rights or receive dividends - to get these, you must exercise your stock options and keep the HP stock you purchase. When you own HP stock, you have the same voting privileges as other shareowners. You also share in HP's future success through dividends and any increased value in stock price. Some exercise methods may not be available in countries whose laws prohibit them. The exercise methods described below are available in the United States. For more information on local exercise restrictions, ask your local Stock Option Administrator, contact Employee Stock Services, or send an e-mail to EmpEqtySvcs@Compaq.com. EXERCISE TO BUY/HOLD STOCK If you want to keep all the shares from your exercise as an investment in HP's future, you may want to choose a cash purchase exercise. You will pay the total stock option price and applicable taxes and fees with your own money. A cash purchase exercise means you use your own money to exercise your stock option and buy HP stock at the exercise price. With this method, you write a check or send the funds by wire transfer to pay the purchase price for the shares. Your payment must be drawn from a U.S. bank, must be in U.S. dollars and must include fees and taxes. The shares are then transferred to an account in your name. In the U.S., you pay taxes on the difference between your exercise price and the current market price of HP's stock. The market value is set by using the Market Value on the date the funds are received by the broker. Because you are not selling any shares when you exercise to buy/hold, you don't pay any brokerage commissions. Here are the steps to execute a buy/hold: o Complete the Stock Option Exercise Notice (available on Inline) to tell the company how many stock options you want to exercise, your exercise price per share (listed on your Stock Option Notice), and the total purchase price for the stock options. Then send SSB your Exercise Notice with a check or wire transfer for the amount of your purchase plus applicable taxes and fees. -12- o When SSB receives your request and payment, they will purchase the shares on your behalf and transfer them to your account. The Fair Market Value on the date funds are received will be used to process your Buy/Hold exercise. o You will receive an Option Exercise Confirmation Statement from SSB and HP. EXERCISE TO SELL SHARES AND COVER COSTS If you don't want to pay cash to exercise your stock options, you may choose a cashless exercise. In a cashless exercise, SSB immediately sells some of the shares you exercise to pay for the shares you purchase plus taxes and fees. Of course, the current price for HP stock should be higher than your exercise price for any exercise of stock options to make financial sense. The broker sells only enough shares to cover the exercise price, commissions, fees, and any applicable taxes. EXERCISE TO SELL ALL SHARES When you exercise your stock options with this method, the broker sells all your shares, withholds applicable taxes, commissions, and fees, and gives you the remaining money in cash. You will not benefit from any future increase in HP's stock price. You will receive a broker's confirmation statement when the shares are sold. -13- HOW TO EXERCISE SARS You may exercise your SARs by following these steps: o You may exercise your SARs as they become vested. You do not have to exercise all of your vested rights. You may exercise some and wait to exercise others. o If you decide to exercise your SARs, contact your local Stock Option Administrator or send an e-mail to EmpEqtySvcs@Compaq.com to obtain vesting information. Employee Stock Services will confirm your vested rights. You will need to deliver a properly executed SARs exercise form to Salomon Smith Barney and provide a copy of the form to your local Stock Option Administrator. The form can be found on Inline under the Employee Stock Services web site at Inline. Upon the brokers' receipt of a properly executed notice, your request will be processed. Your local subsidiary will be advised to deliver the proceeds to you and will collect and report any applicable taxes. RULES AND REGULATIONS There are several key rules and regulations that affect stock options and SARs, including employment status, stock splits and what happens in the event of a company takeover. EMPLOYMENT STATUS If your employment is terminated, your vesting and the exercise period of your stock options will be affected. Some of the most common status changes are discussed here. Stock options and SARs from another company that were converted to Compaq stock options or SARs may be affected differently. Please note that you can never exercise a stock option or SAR after the date it normally would have expired had it not been for your termination of employment. o RETIREMENT. You do not earn vesting credit after you retire. However, you may still be able to exercise your vested stock options or SARs for a period of time following retirement, as specified in your grant notice. o TERMINATION OF EMPLOYMENT. You stop accruing vesting on your termination date, but you may still be able to exercise vested stock options or SARs for a period of time following termination, as specified in your grant notice or as provided by an amendment to your stock option or SAR. -14- If you are rehired by HP, previously granted stock options will not be reinstated. If your stock option or SAR expiration date falls on a non-trading day (Saturday, Sunday, or holiday), the exercise must be executed before 3:00 p.m. Central Time (4:00 p.m. Eastern Time) on the last trading day before your expiration date. STOCK SPLITS If HP stock splits, your stock options or SARs will split in the same manner. For example, if the stock splits two for one, then any stock options or SARs will double and the exercise price will be cut in half. -15- DOCUMENTATION This section: o provides you with information about whom to contact and where to go for more information or documentation about stock options and SARs, and o covers important laws concerning inside information. CONTACT ADMINISTRATORS The Committee administers HP's employee stock option and SAR program. The Committee serves at the discretion of the Board. The Committee establishes: o Who may participate in the stock option program, o How many shares are granted, o What exercise price is specified, o What exercise period is offered, and o Other terms of the grant. If you have questions about your grant or the program, you may contact: Employee Stock Services 20555 S.H. 249, MC 110414 Houston, Texas 77070 PHONE: through HR Connect 800-890-3100, menu selection #5 PHONE: (248) 637-7780 outside the U.S. EMAIL: EmpEqtySvcs@Compaq.com PLAN DOCUMENT GOVERNS The content regarding stock options, SARs and restricted stock in this prospectus provides a basic explanation of the Plans. Each Plan has a formal Plan document that describes its legal details. In the event of a conflict between the information herein and the Plan document, the legal Plan document governs. HP reserves the right to amend or terminate the Plans at any time. The information in this prospectus is neither a contract of employment nor a guarantee of future benefits. The Plans that comprise our stock program are not subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), nor are they qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. Benefits are not protected by the Pension Benefit Guaranty Corporation. -16- INSIDE INFORMATION Except as described below, the Plans generally place no limitations upon a participant's ability to sell shares acquired under the Plans. HP will not receive any part of the proceeds of any such sales. HP's insider trading policy applies to all employees and directors of HP and its affiliates. The insider trading policy prohibits a participant from buying or selling shares when he or she has "inside information." Inside information is material information about HP that is not yet public but that a reasonable investor would consider important in deciding whether to buy or sell shares. A participant who is an "affiliate" of HP (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")), may not resell under this prospectus any shares he or she purchases or receives under the Plans. (HP's executive officers and members of the Board of Directors are considered to be "affiliates" for this purpose.) Any such resales must be either described in a separate prospectus, or, in certain instances, registered in a separate registration statement, or sold in accordance with the requirements of Rule 144 under the Securities Act or another exemption available under the Securities Act. Also, Section 16(b) of the Securities Act of 1933 permits HP to recover any profit realized by certain officers, directors, and principal stockholders of HP through the sale and purchase, or purchase and sale (as defined), of HP's common stock within any period of less than six months. GLOSSARY COMMISSIONS Payments to a stock broker for assistance with the sale of stock. Commissions are based on the number of shares being sold. COMMITTEE The committee of HP's Board of Directors that is designated to administer the Plans, or its delegate(s). COST BASIS Generally, the actual amount you paid for shares. The cost basis is used in determining your gain for U.S. income tax purposes when you sell shares. DIVIDENDS A sum of money paid to shareowners at the discretion of the Board of Directors, subject to applicable law. EXERCISE When you decide to use your stock option to buy HP stock at your exercise price. EXERCISE PRICE The exercise price is set on the grant date and listed on your Stock Option Notice. It is the amount you pay for a share of HP stock at the time you exercise a stock option, regardless of the stock's price on the New York Stock Exchange. EXPIRATION DATE A date set generally 10 years from the stock option's grant date, when your stock options will expire. If you do not exercise your stock options by the expiration date, you will lose them. You may exercise vested stock options any time before they expire. Your stock option's expiration date may be affected upon your termination of employment. -17- FEES Any charges by the broker, other than commissions, for services provided by the brokerage. Examples of fees include: charges for wire transfers, overnight deliveries, and stock registration. GAIN The difference between your exercise price and the market value of HP stock when you exercise your stock option. MARKET PRICE OR MARKET VALUE The fair market value of HP's stock, as the Committee determines, on the New York Stock Exchange on the day you exercise a stock option or SAR. NONQUALIFIED STOCK OPTIONS Stock options that do not receive preferential tax treatment under U.S. federal tax law. PLANS The stock option plans listed above. PUBLIC COMPANY A corporation whose stock is registered under federal securities laws and may be sold to the public. HP is a public company. SHARE OF STOCK A piece of ownership in a public company. Ownership of a corporation is divided into many pieces, or "shares." The grant of a stock option entitles you to purchase a specified number of shares of HP common stock. SHAREOWNERS OR STOCKHOLDERS Owners of a public company, such as HP. STOCK APPRECIATION RIGHTS OR SARS The right for a specified period of time to receive cash proceeds equal to the excess of the market price of HP stock over a specified price set forth in the grant notice. STOCK EXCHANGE The market where shares of the stock of public companies are bought and sold. Shares of HP stock are traded on the New York Stock Exchange. The HP trading symbol is "HPQ." -18- STOCK OPTION The right to buy HP stock at a set price for a certain period of time. VESTING Earning the right to exercise a stock option over a specified period of time. CONCLUSION HP offers stock options and SARs to deserving employees around the world. Stock Options and SARs are very valuable parts of a total rewards package that gives you a real stake in the success you help generate for the company. HP may update this prospectus in the future by furnishing to you an appendix, memorandum, notice or replacement page containing updated information. HP generally will not send you a new prospectus, except upon request. Accordingly, you should keep this prospectus for future reference. You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. HP has not authorized anyone to provide you with different or additional information. HP is not making an offer to sell any stock in any state or country where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of this document. If you have any questions, please contact your local Stock Option Administrator, or send an e-mail to EmpEqtySvcs@Compaq.com. -19- WHERE YOU CAN FIND MORE INFORMATION This prospectus incorporates documents by reference that are not presented in or delivered with this prospectus. You should rely only on the information contained in this prospectus and in the documents that we have incorporated by reference into this prospectus. We have not authorized anyone to provide you with information that is different from or in addition to the information contained in this document and incorporated by reference into this prospectus. The following documents, which were filed by us with the Securities and Exchange Commission, and any future filings made by us with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is complete, are incorporated by reference into this prospectus: o Annual report on Form 10-K for the fiscal year ended October 31, 2001, filed with the Securities and Exchange Commission on January 29, 2002 as amended on Form 10-K/A filed with the Securities and Exchange Commission on January 30, 2002; o Quarterly report on Form 10-Q for the quarter ended January 31, 2002, filed with the Securities and Exchange Commission on March 12, 2002; o Current report on Form 8-K, dated November 5, 2001, filed with the Securities and Exchange Commission on November 6, 2001; o Current report on Form 8-K, dated November 14, 2001, filed with the Securities and Exchange Commission on November 14, 2001; o Current report on Form 8-K, dated November 15, 2001, filed with the Securities and Exchange Commission on November 16, 2001; o Current report on Form 8-K, dated November 29, 2001, filed with the Securities and Exchange Commission on November 30, 2001 (modified by current report on Form 8-K, dated February 14, 2002, filed with the Securities and Exchange Commission on February 14, 2002); o Current report on Form 8-K, dated December 7, 2001, filed with the Securities and Exchange Commission on December 7, 2001; o Current report on Form 8-K, dated February 13, 2002, filed with the Securities and Exchange Commission on February 14, 2002; o Current report on Form 8-K, dated February 14, 2002, filed with the Securities and Exchange Commission on February 14, 2002; o Current report on Form 8-K, dated February 27, 2002, filed with the Securities and Exchange Commission on February 27, 2002; o Current report on Form 8-K, dated March 14, 2002, filed with the Securities and Exchange Commission on March 15, 2002; -20- o Current report on Form 8-K, dated March 28, 2002, filed with the Securities and Exchange Commission on March 29, 2002; o Current report on Form 8-K, dated April 1, 2002, filed with the Securities and Exchange Commission on April 3, 2002; o Current report on Form 8-K, dated April 12, 2002, filed with the Securities and Exchange Commission on April 15, 2002; o Current report on Form 8-K, dated April 17, 2002, filed with the Securities and Exchange Commission on April 18, 2002; o Current report on Form 8-K, dated May 1, 2002, filed with the Securities and Exchange Commission on May 2, 2002; o Current report on Form 8-K, dated May 3, 2002, filed with the Securities and Exchange Commission on May 7, 2002; o The description of HP's common stock contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on or about November 6, 1957 and any amendment or report filed with the Securities and Exchange Commission for the purposes of updating such description; and o The description of HP's preferred share purchase rights contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on September 4, 2001 and any amendment or report filed with the Securities and Exchange Commission for the purpose of updating such description. In addition, all documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement and before the date of effectiveness of the registration statement are deemed to be incorporated by reference into, and to be a part of, this prospectus from the date of filing of those documents. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The documents incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus (not including exhibits to the information unless those exhibits are specifically incorporated by reference into this prospectus) to any person, without charge, upon written or oral request. You may request a copy of information incorporated by reference into this prospectus by contacting us in writing or by telephone at the following address: Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 Attention: Investor Relations (650) 857-1501 In addition, you may obtain copies of our information by making a request through our investor relations website, www.hp.com/hpinfo/investor, or by sending an e-mail to investor_relations@hp.com. We file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission. Copies of the reports, proxy and information statements and other information filed by HP with the Securities and Exchange Commission may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at: -21- 450 Fifth Street, N.W. Washington, D.C. 20549 Reports, proxy and information statements and other information concerning HP may be inspected at: New York Stock Exchange 20 Broad Street New York, New York 10005 Copies of these materials can also be obtained by mail at prescribed rates from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that contains reports, proxy statements and other information regarding us. The address of the Securities and Exchange Commission web site is http://www.sec.gov. USE OF PROCEEDS The exercise prices of the options and rights to acquire common stock granted to former employees of Compaq range from approximately $2.63 to $75.31 per share of our common stock. If all of these options are exercised in full, we will issue approximately 20,532,414 shares of our common stock for total cash proceeds of approximately $652,127,299. We currently intend to use the net proceeds from any exercises of these options for general corporate purposes, which may include meeting working capital needs. PLAN OF DISTRIBUTION In connection with the Merger, we have assumed the outstanding options and other rights to purchase common stock of Compaq, including options and other rights to purchase common stock granted to former employees and directors of Compaq pursuant to stock plans formerly maintained by Compaq. This prospectus covers the shares of HP common stock that are issuable upon exercise of options and other rights to acquire common stock granted to former employees and directors of Compaq pursuant to stock plans formerly maintained by Compaq. Former employees and directors include executors, administrators or beneficiaries of the estates of deceased employees, guardians or members of a committee for incompetent former employees, or similar persons duly authorized by law to administer the estate or assets of former employees and directors. We are offering these shares of HP common stock directly to the holders of these options and other rights according to the terms of their option or rights agreements. We are not using an underwriter in connection with this offering. These shares will be listed for trading on the New York Stock Exchange and the Pacific Exchange. In order to facilitate the exercise of the options and other rights to purchase common stock, we will furnish, at our expense, such reasonable number of copies of this prospectus to each recordholder of options or other rights as the holder may request, together with instructions that such copies be delivered to the beneficial owners of these options and other rights to purchase common stock. The exercise price and other terms of the options and rights assumed were determined by the Board of Directors or a committee of the Board of Directors of Compaq at the time of grant. These options and rights -22- shall continue to have, and be subject to, the same terms and conditions that were in effect immediately the Merger became effective, except that these options and rights are now exercisable for shares of HP common stock. Accordingly, these terms and conditions may not necessarily bear any relationship to our assets or results of operations. LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon the validity of the issuance of the securities offered by this prospectus for HP. EXPERTS Our consolidated financial statements and schedule at October 31, 2001 and 2000 and for each of the two years in the period ended October 31, 2001, appearing in our Annual Report on Form 10-K, as amended January 30, 2002, for the year ended October 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated herein by reference and are incorporated in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Our consolidated financial statements and schedule for the year ended October 31, 1999 incorporated in this prospectus by reference to the Annual Report on Form 10-K, as amended January 30, 2002, for the year ended October 31, 2001, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements and schedule of Compaq Computer Corporation at December 31, 2001 and 2000 and for each of the two years in the period ended December 31, 2001, appearing in our Current Report on Form 8-K dated February 14, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon incorporated herein by reference and are incorporated in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. The consolidated financial statements and schedule of Compaq Computer Corporation for the year ended December 31, 1999 incorporated in this prospectus by reference to Hewlett-Packard Company's Current Report on Form 8-K dated February 14, 2002, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. -23- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses, in connection with the issuance and distribution of the securities being registered. All amounts indicated are estimates (other than the registration fee): Registration fee................................... $ 60,428 Accounting fees and expenses....................... 60,000 Printing and engraving............................. 10,000 Transfer agent fees................................ 15,000 Legal fees and expenses of the registrant.......... 50,000 -------------- Total....................................... $ 195,428 ==============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. Our certificate of incorporation contains a provision eliminating the personal liability of our directors to HP or its shareowners for breach of fiduciary duty as a director to the fullest extent permitted by applicable law. Our bylaws provide for the mandatory indemnification of our directors and officers to the maximum extent permitted by Delaware law. Our bylaws also provide: (i) that we may expand the scope of the indemnification by individual contracts with our directors and officers, and (ii) that we shall not be required to indemnify any director or officer unless the indemnification is required by law, if the proceeding in which indemnification is sought was brought by a director or officer, it was authorized in advance by our board of directors, the indemnification is provided by us, in our sole discretion pursuant to powers vested in us under the Delaware law, or the indemnification is required by individual contract. In addition, our bylaws give us the power to indemnify our employees and agents to the maximum extent permitted by Delaware law. II-1 ITEM 16. EXHIBITS The following exhibits are filed with this registration statement or incorporated by reference herein:
EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1 Certificate of Incorporation. (1) 3.2 Amendment to the Certificate of Incorporation. (2) 3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock. (3) 3.4 Amended and Restated Bylaws. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. (5) 10.1 Compaq Computer Corporation 2001 Stock Option Plan. (5) 10.2 Compaq Computer Corporation 1998 Stock Option Plan. (5) 10.3 Compaq Computer Corporation 1995 Equity Incentive Plan. (5) 10.4 Compaq Computer Corporation 1989 Equity Incentive Plan. (5) 10.5 Compaq Computer Corporation Nonqualified Stock Option Plan for Non-Employee Directors. (5) 10.6 Compaq Computer Corporation 1985 Stock Option Plan. (5) 10.7 Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan. (5) 10.8 Compaq Computer Corporation 1985 Nonqualified Stock Option Plan. (5) 10.9 Compaq Computer Corporation 1998 Former Nonemployee Replacement Option Plan. (5) 10.10 Amendment of Compaq Computer Corporation 1985 Stock Option Plan. (5) 10.11 Amendment of Compaq Computer Corporation Non-Qualified Stock Option Plan for Non-Employee Directors. (5) 10.12 Amendment of Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan. (5) 10.13 Amendment of Compaq Computer Corporation 1985 Non-Qualified Stock Option Plan. (5) 10.14 Certification of Amendment of Compaq Computer Corporation 2001 Stock Option Plan and Compaq Computer Corporation 1998 Stock Option Plan. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Ernst & Young LLP, independent auditors. 23.3 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.4 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). (5) 24.1 Power of Attorney of certain directors and officers of Hewlett-Packard Company. (See page II-6) (5) 24.2 Power of Attorney of certain directors and officers of Hewlett-Packard Company.
- ---------- (1) Incorporated by reference from exhibit 3(a) to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended April 30, 1998. (2) Incorporated by reference from exhibit 3(b) to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended January 31, 2001. (3) Incorporated by reference from Exhibit 3.4 to the registrant's registration statement on Form 8-A dated September 4, 2001. (4) Incorporated by reference from Exhibit 3.1 to the registrant's current report on Form 8-K dated November 6, 2001. (5) Previously filed. ITEM 17. UNDERTAKINGS (1) The undersigned registrant hereby undertakes: II-2 (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above shall not apply if the information required to be included in a post-effective amendment by these clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this registration statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (2) The undersigned registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its II-3 counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 as amended, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on May 7, 2002. HEWLETT-PACKARD COMPANY By: /s/ CHARLES N. CHARNAS ----------------------------------- Charles N. Charnas Assistant Secretary II-5 Pursuant to the requirements of the Securities Act of 1933, as amended, on May 7, 2002 this registration statement has been signed by the following persons in the capacities indicated:
SIGNATURE TITLE - --------------------------------------------- -------------------------------------------------------- * Chairman, President and Chief Executive Officer - --------------------------------------------- (Principal Executive Officer) Carleton S. Fiorina * Vice President, Finance and Administration and Chief - --------------------------------------------- Financial Officer (Principal Financial Officer) and Robert P. Wayman Director * Vice President and Controller (Principal Accounting - --------------------------------------------- Officer) Jon E. Flaxman - --------------------------------------------- Director Lawrence T. Babbio, Jr. - --------------------------------------------- Director Michael D. Capellas * - --------------------------------------------- Director Philip M. Condit * - --------------------------------------------- Director Patricia C. Dunn * - --------------------------------------------- Director Sam Ginn * - --------------------------------------------- Director Richard A. Hackborn * - --------------------------------------------- Director Dr. George A. Keyworth II * - --------------------------------------------- Director Robert E. Knowling, Jr. - --------------------------------------------- Director Sanford M. Litvack - --------------------------------------------- Director Thomas J. Perkins - --------------------------------------------- Director Lucille S. Salhany *By: /s/ Charles N. Charnas --------------------------- Charles N. Charnas Attorney-in-Fact
II-6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1 Certificate of Incorporation. (1) 3.2 Amendment to the Certificate of Incorporation. (2) 3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock. (3) 3.4 Amended and Restated Bylaws. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. (5) 10.1 Compaq Computer Corporation 2001 Stock Option Plan. (5) 10.2 Compaq Computer Corporation 1998 Stock Option Plan. (5) 10.3 Compaq Computer Corporation 1995 Equity Incentive Plan. (5) 10.4 Compaq Computer Corporation 1989 Equity Incentive Plan. (5) 10.5 Compaq Computer Corporation Nonqualified Stock Option Plan for Non-Employee Directors. (5) 10.6 Compaq Computer Corporation 1985 Stock Option Plan. (5) 10.7 Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan. (5) 10.8 Compaq Computer Corporation 1985 Nonqualified Stock Option Plan. (5) 10.9 Compaq Computer Corporation 1998 Former Nonemployee Replacement Option Plan. (5) 10.10 Amendment of Compaq Computer Corporation 1985 Stock Option Plan. (5) 10.11 Amendment of Compaq Computer Corporation Non-Qualified Stock Option Plan for Non-Employee Directors. (5) 10.12 Amendment of Compaq Computer Corporation 1985 Executive and Key Employee Stock Option Plan. (5) 10.13 Amendment of Compaq Computer Corporation 1985 Non-Qualified Stock Option Plan. (5) 10.14 Certification of Amendment of Compaq Computer Corporation 2001 Stock Option Plan and Compaq Computer Corporation 1998 Stock Option Plan. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Ernst & Young LLP, independent auditors. 23.3 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.4 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.5 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). (5) 24.1 Power of Attorney of certain directors and officers of Hewlett-Packard Company. (See page II-6) (5) 24.2 Power of Attorney of certain directors and officers of Hewlett-Packard Company.
- ---------- (1) Incorporated by reference from exhibit 3(a) to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended April 30, 1998. (2) Incorporated by reference from exhibit 3(b) to the registrant's quarterly report on Form 10-Q for the fiscal quarter ended January 31, 2001. (3) Incorporated by reference from Exhibit 3.4 to the registrant's registration statement on Form 8-A dated September 4, 2001. (4) Incorporated by reference from Exhibit 3.1 to the registrant's current report on Form 8-K dated November 6, 2001. (5) Previously filed. EX-3.4 3 a2078747zex-3_4.txt EXHIBIT 3.4 EXHIBIT 3.4 AMENDED AND RESTATED BYLAWS OF HEWLETT-PACKARD COMPANY (A DELAWARE CORPORATION) ARTICLE I CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of the corporation shall be fixed in the Certificate of Incorporation of the corporation. 1.2 OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the board of directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the corporation. 2.2 ANNUAL MEETING. (a) The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a stockholder of record at the time of giving notice provided for in these Bylaws, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.2. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation (A) not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's meeting, or (B) not less than the later of the close of business on the forty-fifth (45th) day nor earlier than the close of business on the seventy-fifth (75th) day prior to the first anniversary of the date on which the corporation first sent or gave its proxy statement to stockholders for the preceding year's annual meeting, whichever period described in clause (A) or (B) of this sentence first occurs; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the anniversary date of the previous year's meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such meeting and (y) the tenth (10) day following the date on which public announcement of the date of such meeting is first made. For purposes of this Section 2.2, a "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. In no event shall the public announcement of an adjournment of a stockholders meeting commence a new time period for the giving of a stockholder's notice as described above. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (3) the class and number of shares of the corporation which are beneficially owned by the stockholder, (4) any material interest of the stockholder in such business, and (5) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. In addition, with respect to a stockholder proposal, if the stockholder has provided the corporation a notice as described above, the stockholder must have delivered a proxy statement and form of proxy to holders of a sufficient number of shares to carry such proposal in order for such proposal to be properly presented. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he or she should so determine, he or she shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. (c) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of record of the corporation at the time of giving notice provided for in these Bylaws, who is entitled to vote in the election of directors at the meeting and who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 2.2. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: 2 (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 2.2; and (iii) a written statement executed by such nominee acknowledging that, as a director of such corporation, such person will owe a fiduciary duty, under the General Corporation Law of the State of Delaware, exclusively to the corporation and its stockholders. In addition, if the stockholder has provided the corporation a notice as described above, the stockholder must have delivered a proxy statement and form of proxy to holders of a sufficient number of shares to elect such nominee in order for the proposal to be properly nominated. At the request of the board of directors or the chairman of the board, any person nominated by a stockholder for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrants, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he or she should so determine, he or she shall so declare at the meeting, and the defective nomination shall be disregarded. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the board of directors, or by any of the following persons with the concurrence of a majority of the board of directors: the chairman of the board of directors, the chairman of the executive committee, or the chief executive officer, but such special meetings may not be called by any other person or persons except as provided in Section 3.4 below. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting. 2.4 ORGANIZATION. Meetings of stockholders shall be presided over by the chairman of the board of directors, if any, or in his or her absence by a person designated by the board of directors, or, in the absence of a person so designated by the board of directors, by the chief financial officer, if any, or in his or her absence by the secretary, if any, or in his or her absence by a chairman chosen at the meeting by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote thereat. The secretary, or in his or her absence, an assistant secretary, or, in the absence of the secretary and all assistant secretaries, a person whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep a record of the proceedings thereof. The board of directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the board of directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all 3 such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the board of directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. 2.5 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 2.6 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board of directors intends to present for election. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the board of directors upon public notice given prior to the date previously scheduled for such meeting of stockholders. 2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given either personally or by mail, telecopy, telegram or other electronic or wireless means. Notices not personally delivered shall be sent postage or charges prepaid and shall be addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telecopy, telegram or other electronic or wireless means. An affidavit of the mailing or other means of giving any notice of any stockholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice or report. 2.7 QUORUM. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock present in person or represented by proxy at the meeting, shall have power to adjourn the meeting from time to time in accordance with Section 2.8, each without notice other than announcement at the meeting, until a quorum is present 4 or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the laws of the State of Delaware or of the Certificate of Incorporation or these Bylaws, a vote of a greater number or voting by classes is required, in which case such express provision shall govern and control the decision of the question. If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2.8 ADJOURNED MEETING; NOTICE. Any meeting of stockholders, annual or special, whether or not a quorum is present, may be adjourned for any reason from time to time by either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock represented at the meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.7 of these Bylaws. When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than thirty (30) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners, and to voting trusts and other voting agreements). Except as may be otherwise provided in the Certificate of Incorporation, by these Bylaws or required by law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Any stockholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder's approving vote is with respect to all shares which the stockholder is entitled to vote. 2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions of any meeting of stockholders, either annual or special, however called and noticed, 5 and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy. Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. 2.11 ACTION BY WRITTEN CONSENT. Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof having a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders. 2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by applicable law. If the board of directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting. The record date for any other purpose shall be as provided in Section 8.1 of these Bylaws. 2.13 PROXIES. Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a telegram, cablegram, or other means of electronic transmission, signed by the person and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in 6 person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the secretary of the corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the corporation. 2.14 INSPECTORS OF ELECTION. Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any stockholder or a stockholder's proxy shall, appoint a person to fill that vacancy. Such inspectors shall: (a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. ARTICLE III DIRECTORS 3.1 POWERS. Subject to the provisions of the General Corporation Law of Delaware and to any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and shall be exercised by or under the direction of the board of directors. In addition to the powers and authorities these Bylaws expressly confer upon them, the 7 board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by the General Corporation Law of Delaware or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. 3.2 NUMBER AND TERM OF OFFICE. The authorized number of directors shall be not less than eight (8) nor more than seventeen (17). Within such limits, the exact number of directors shall be twelve (12). 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these Bylaws, at each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the succeeding annual meeting of stockholders after their election, with each director to hold office until such director's successor shall have been duly elected and qualified. Directors need not be stockholders unless so required by the Certificate of Incorporation or by these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. 3.4 RESIGNATION AND VACANCIES. Any director may resign effective on giving written notice to the chairman of the board of directors, the secretary or the entire board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. Unless otherwise provided in the Certificate of Incorporation or by these Bylaws, vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the voting power of shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum). Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified. Unless otherwise provided in the Certificate of Incorporation or these Bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a 8 majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any directors chosen pursuant to this Section 3.4 shall hold office for a term expiring at the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the then outstanding shares having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable. 3.5 REMOVAL. Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that, if and so long as stockholders of the corporation are entitled to cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors. 3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the board of directors. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting. 3.7 REGULAR MEETINGS. Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors. 9 3.8 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board of directors, the chairman of the executive committee, the chief executive officer, the secretary or a majority of the members of the board of directors then in office. The person or persons authorized to call special meetings of the board of directors may fix the place and time of the meetings. The secretary or any assistant secretary shall give notice of any special meeting to each director personally or by telephone to each director or sent by first-class mail, courier service or telegram, telecopy or other electronic or wireless means, postage or charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation or if the address is not readily ascertainable, notice shall be addressed to the director at the city or place in which the meetings of directors are regularly held. If the notice is by mail, such notice shall be deposited in the United States mail at least four (4) days prior to the time set for such meeting. If the notice is by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered when the telegram is delivered to the telegram company or the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by facsimile transmission or other electronic means, such notice shall be deemed adequately delivered when the notice is transmitted at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by telephone or by hand delivery, such notice shall be deemed adequately delivered when the notice is given at least twenty-four (24) hours prior to the time set for such meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. If the meeting is to be held at the principal executive office of the corporation, the notice need not specify the purpose or the place of the meeting. Moreover, a notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting. 3.9 QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to fill vacancies in the board of directors as provided in Section 3.4 and to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the Certificate of Incorporation and applicable law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum, upon resolution of at least a majority of the required quorum for that meeting prior to the loss of such quorum. 3.10 WAIVER OF NOTICE. Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. The transactions of any meeting of the board of directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice. All such waivers shall 10 be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. 3.11 ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 3.12 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given if announced unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.8 of these Bylaws, to the directors who were not present at the time of the adjournment. 3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board of directors individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board of directors. 3.14 ORGANIZATION. Meetings of the board of directors shall be presided over by the chairman of the board of directors, if any. In his or her absence, a majority of the directors present at the meeting, assuming a quorum, shall designate a president pro tem of the meeting who, if any such person be present, shall be a chairman of a committee of the board of directors and who shall preside at the meeting. The secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. 3.15 FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.15 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. 3.16 EXECUTIVE SESSION. It is the intent of the board of directors that the members of the board of directors who are not employees of the corporation shall confer in executive session at least annually. Such independent directors may confer in additional executive sessions from time to time throughout the year, as determined by a majority of such independent directors. ARTICLE IV COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The board of directors may designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors. The board of directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any 11 committee, to the extent provided in the resolution of the board of directors, shall have all the authority of the board of directors, but no such committee shall have the power or authority to (i) approve or adopt or recommend to the stockholders any action or matter that requires the approval of the stockholders or (ii) adopt, amend or repeal any Bylaw of the corporation. 4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. 4.3 EXECUTIVE COMMITTEE. In the event that the board of directors appoints an executive committee, such executive committee, in all cases in which specific directions to the contrary shall not have been given by the board of directors, shall have and may exercise, during the intervals between the meetings of the board of directors, all the powers and authority of the board of directors in the management of the business and affairs of the corporation (except as provided in Section 4.1 hereof) in such manner as the executive committee may deem in the best interests of the corporation. ARTICLE V OFFICERS 5.1 OFFICERS. The officers of the corporation shall consist of a chief executive officer, a president, one or more vice presidents, a secretary and a chief financial officer who shall be elected by the board of directors and such other officers, including but not limited to a chairman of the board of directors, a chairman of the executive committee and a treasurer, as the board of directors shall deem expedient, who shall be elected in such manner and hold their offices for such terms as the board of directors may prescribe. Any two or more of such offices may be held by the same person. The board of directors may designate one or more elected vice presidents as executive vice presidents or senior vice presidents. The board of directors may from time to time designate the chief executive officer, president or any executive vice president as the chief operating officer of the corporation. 5.2 ELECTION OF OFFICERS. In addition to officers elected by the board of directors in accordance with Sections 5.1 and 5.3, the corporation may have one or more appointed non-corporate vice presidents, who may not be executive officers for purposes of Section 16 of the 1934 Act ("non-corporate vice presidents"). Such non-corporate vice presidents may be appointed by the 12 board of directors, the chairman of the board of directors or the chief executive officer and shall have such duties as may be established by the board of directors, the chairman of the board of directors or the chief executive officer. The board of directors may designate one or more appointed non-corporate vice presidents as executive vice presidents or senior vice presidents. Non-corporate vice presidents appointed pursuant to this Section 5.2 may be removed in accordance with Section 5.4. 5.3 TERMS OF OFFICE AND COMPENSATION. The term of office and salary of each of said officers and the manner and time of the payment of such salaries shall be fixed and determined by the board of directors and may be altered by said board of directors from time to time at its pleasure, subject to the rights, if any, of said officers under any contract of employment. 5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the corporation may be removed at the pleasure of the board of directors at any meeting or at the pleasure of any officer who may be granted such power by a resolution of the board of directors. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. If any vacancy occurs in any office of the corporation, the board of directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor is duly chosen and qualified. 5.5 CHAIRMAN OF THE BOARD. The chairman of the board of directors, if such an officer be elected, shall, if present, preside at meetings of the board of directors and stockholders; and may call meetings of the stockholders and also of the board of directors to be held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chairman of the board of directors may deem proper. The chairman of the board of directors shall have the power to sign certificates for shares of stock of the corporation and shall exercise and perform such other duties as may from time to time be agreed to by the board of directors. The chairman of the board of directors shall report to the board of directors. 5.6 INTENTIONALLY OMITTED. 5.7 CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of the executive committee, if there be one, shall have the power to call meetings of the stockholders and also of the board of directors to be held subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chairman of the executive committee shall deem proper. The chairman of the executive committee shall have such other powers and be subject to such other duties as the board of directors may from time to time prescribe. 5.8 CHIEF EXECUTIVE OFFICER. The powers and duties of the chief executive officer are: (a) To have and provide general supervision, direction and control of the corporation's business and its officers; (b) To call meetings of the board of directors to be held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chief executive officer shall deem proper; 13 (c) To affix the signature of the corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing ("Contracts") which have been authorized by the board of directors or which, in the judgment of the chief executive officer, should be executed on behalf of the corporation; (d) In the event that the chairman of the board has not otherwise signed certificates for shares of stock of the corporation, to sign such certificates; (e) To delegate the power to affix the signature of the corporation to Contracts to other officers of the corporation; and (f) To have such other powers and be subject to such other duties as the board of directors may from time to time prescribe. In case of the disability or death of the chief executive officer, the board of directors shall meet promptly to confer the powers of the chief executive officer on another elected officer. Until the board of directors takes such action, the chief financial officer shall exercise all the power and perform all the duties of the chief executive officer. 5.9 PRESIDENT. Subject to the supervisory powers of the chief executive officer, the president shall act in a general executive capacity and shall assist the chief executive officer in the administration and operation of the corporation's business and general supervision of its policies and affairs. The president shall have the power to affix the signature of the corporation to all Contracts which have been authorized by the board of directors or the chief executive officer. The president shall have such other powers and be subject to such other duties as the board of directors or the chairman of the board or the chief executive officer may from time to time prescribe. 5.10 VICE PRESIDENTS. In case of the absence, disability or death of the chief executive officer and president, the elected vice president, or one of the elected vice presidents, shall exercise all the powers and perform all the duties of the president. If there is more than one elected vice president, the order in which the elected vice presidents shall succeed to the powers and duties of the president shall be as fixed by the board of directors. The elected vice president or elected vice presidents shall have such other powers and perform such other duties as may be granted or prescribed by the board of directors. Vice presidents appointed pursuant to Section 5.2 shall have such powers and duties as may be fixed by the chairman of the board of directors, except that such appointed vice presidents may not exercise the powers and duties of the chief executive officer or president. 5.11 SECRETARY. The powers and duties of the secretary are: (a) To keep a book of minutes at the principal office of the corporation, or such other place as the board of directors may order, of all meetings of its directors and stockholders with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at stockholders' meetings and the proceedings thereof. 14 (b) To keep the seal of the corporation and affix the same to all instruments which may require it. (c) To keep or cause to be kept at the principal office of the corporation, or at the office of the transfer agent or agents, a share register, or duplicate share registers, showing the names of the stockholders and their addresses, the number of and classes of shares, and the number and date of cancellation of every certificate surrendered for cancellation. (d) To keep a supply of certificates for shares of the corporation, to fill in all certificates issued, and to make a proper record of each such issuance; provided, that so long as the corporation shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents. (e) To transfer upon the share books of the corporation any and all shares of the corporation; provided, that so long as the corporation shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents, and the method of transfer of each certificate shall be subject to the reasonable regulations of the transfer agent to which the certificate is presented for transfer, and also, if the corporation then has one or more duly appointed and acting registrars, to the reasonable regulations of the registrar to which the new certificate is presented for registration; and provided, further that no certificate for shares of stock shall be issued or delivered or, if issued or delivered, shall have any validity whatsoever until and unless it has been signed or authenticated in the manner provided in Section 8.5 hereof. (f) To make service and publication of all notices that may be necessary or proper, and without command or direction from anyone. In case of the absence, disability, refusal, or neglect of the secretary to make service or publication of any notices, then such notices may be served and/or published by the chief executive officer, the president or a vice president, or by any person thereunto authorized by any of them or by the board of directors or by the holders of a majority of the outstanding shares of the corporation. (g) Generally to do and perform all such duties as pertain to the office of secretary and as may be required by the board of directors. 5.12 CHIEF FINANCIAL OFFICER. The powers and duties of the chief financial officer are: (a) To supervise the corporate-wide treasury functions and financial reporting to external bodies. (b) To have the custody of all funds, securities, evidence of indebtedness and other valuable documents of the corporation and, at the chief financial officer's discretion, to cause any or all thereof to be deposited for account of the corporation at such depositary as may be designated from time to time by the board of directors or the chairman of the board or the chief executive officer. 15 (c) To receive or cause to be received, and to give or cause to be given, receipts and acceptances for monies paid in for the account of the corporation. (d) To disburse, or cause to be disbursed, all funds of the corporation as may be directed by the board of directors, the chairman of the board or the chief executive officer, taking proper vouchers for such disbursements. (e) To render to the chief executive officer and to the board of directors, whenever they may require, accounts of all transactions and of the financial condition of the corporation. (f) Generally to do and perform all such duties as pertain to the office of chief financial officer and as may be required by the board of directors. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the corporation (or any predecessor) or is or was serving at the request of the corporation (or any predecessor) as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including service with respect to employee benefit plans maintained or sponsored by the corporation (or any predecessor), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit or his or her heirs, executors and administrators; provided, however, that except as provided in the third paragraph of this Bylaw, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors. The right to indemnification conferred in this Bylaw shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the corporation within twenty (20) days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a 16 director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Bylaw or otherwise. To obtain indemnification under this Bylaw, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the preceding sentence, a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the board of directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the board of directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the board of directors, a copy of which shall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by the stockholders of the corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the board of directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a "Change of Control" as defined below, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the board of directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination. If a claim for the indemnification under this Bylaw is not paid in full by the corporation within thirty (30) days after a written claim pursuant to the preceding paragraph of this Bylaw has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 17 If a determination shall have been made pursuant to this Bylaw that the claimant is entitled to indemnification, the corporation shall be bound by such determination in any judicial proceeding commenced pursuant to the proceeding paragraph of this Bylaw. The corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to the third paragraph of this Bylaw that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the corporation is bound by all the provisions of this Bylaw. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this Bylaw shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification. If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. For the purpose of this Bylaw, a "Change of Control" shall mean: (1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either (i) the then outstanding shares of common stock of the corporation (the "Outstanding Corporation Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); provided, however, that for purposes of this part (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the corporation or any acquisition from other stockholders where (A) such acquisition was approved in advance by the board of directors of the corporation, and (B) such acquisition would not constitute a Change of Control under part (1) of this definition, (ii) any acquisition by the corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the corporation or any corporation controlled by the corporation, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of part (1) of this definition; or (2) individuals who, as of the date hereof, constitute the board of directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the board of directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such 18 individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies of consents by or on behalf of a Person other than the board of directors; or (3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the corporation or all or substantially all of the corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the board of directors, providing for such Business Combination; or (4) approval by the stockholders of a complete liquidation or dissolution of the corporation. For purposes of this Bylaw: "DISINTERESTED DIRECTOR" shall mean a director of the corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant. "INDEPENDENT COUNSEL" shall mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the corporation or the claimant in an action to determine the claimant's rights under this Bylaw. Any notice, request or other communication required or permitted to be given to the corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage or charges 19 prepaid, return copy requested, to the secretary of the corporation and shall be effective only upon receipt by the secretary. 6.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 6.4 EXPENSES. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise; provided, however, that the corporation shall not be required to advance expenses to any director or officer in connection with any proceeding (or part thereof) initiated by such person unless the proceeding was authorized in advance by the board of directors of the corporation. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in 20 a manner that such person did not believe to be in or not opposed to the best interests of the corporation. 6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the General Corporation Law of Delaware. 6.6 SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 6.7 AMENDMENTS. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. ARTICLE VII RECORDS AND REPORTS 7.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. 7.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and 21 records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. 7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chief executive officer or any other officer of this corporation authorized by the board of directors or the chief executive officer is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. ARTICLE VIII GENERAL MATTERS 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only stockholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by law. If the board of directors does not so fix a record date, then the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 22 8.4 FISCAL YEAR. The fiscal year of this corporation shall begin on the first day of November of each year and end on the last day of October of the following year. 8.5 STOCK CERTIFICATES. There shall be issued to each holder of fully paid shares of the capital stock of the corporation a certificate or certificates for such shares. Pursuant to the General Corporation Law of the State of Delaware, every holder of shares of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman of the board of directors, or the chief executive officer, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. 8.6 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 8.7 LOST CERTIFICATES. The corporation may issue a new share certificate or new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner's legal representative to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The board of directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate. 8.8 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of Delaware shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 8.9 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as 23 possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal. 8.10 PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section, subsection, subdivision, sentence, clause or phrase of these Bylaws which upon being construed in the manner provided in Section 8.9 hereof, shall be contrary to or inconsistent with any applicable provisions of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal. 8.11 NOTICES. Any reference in these Bylaws to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. ARTICLE IX AMENDMENTS Subject to Section 6.7 hereof, the original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. Notwithstanding the foregoing, amendment or deletion of all or any portion of Article II hereof, Section 3.2 hereof, Section 3.3 hereof, Section 3.4 hereof, Section 6.1 hereof or this Article IX by the stockholders of the corporation shall require the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote thereon. Whenever an amendment or new bylaw is adopted, it shall be copied in the book of bylaws with the original bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or the filing of the operative written consent(s) shall be stated in said book. Amended and restated effective May 3, 2002. 24 EX-10.14 4 a2078747zex-10_14.txt EXHIBIT 10.14 EXHIBIT 10.14 ASSUMPTION OF AND AMENDMENT TO COMPAQ STOCK PLANS ------------------------------------------------- WHEREAS: The Board of Directors deems it advisable and in the best interests of HP to assume certain stock plans of Compaq and amend the terms of certain of the assumed stock plans of Compaq to remove the automatic director grant provisions; NOW, THEREFORE, BE IT RESOLVED: That, effective at and contingent upon the occurrence of the Effective Time, the following stock plans of Compaq are assumed and HP shall be deemed the successor to Compaq under each plan: Compaq Computer Corporation 2001 Stock Option Plan Compaq Computer Corporation 1998 Stock Option Plan Compaq Computer Corporation 1995 Equity Incentive Plan, and Compaq Computer Corporation 1989 Equity Incentive Plan (collectively, the "Assumed Plans"); RESOLVED FURTHER: That, effective at and contingent upon the occurrence of the Effective Time, the Board of Directors hereby reserves a sufficient number of shares of its authorized but unissued common stock of HP, par value $0.01 per share, for issuance upon exercise of stock options and other rights to be granted under the Assumed Plans and, when issued in accordance with the Assumed Plans, such shares will be validly issued, fully paid and nonassessable; RESOLVED FURTHER: That, effective at and contingent upon the occurrence of the Effective Time, the Board of Directors designates the Compensation Committee of the Board of Directors to administer the Assumed Plans, including without limitation the authority to amend and terminate the Assumed Plans; RESOLVED FURTHER: That, effective at and contingent upon the occurrence of the Effective Time, Section 8 of the Compaq Computer Corporation 2001 Stock Option Plan is deleted in full; RESOLVED FURTHER: That, effective at and contingent upon the occurrence of the Effective Time, Section 8 of the Compaq Computer Corporation 1998 Stock Option Plan is deleted in full. I, CHARLES N. CHARNAS, do hereby certify that I am the duly elected and acting Assistant Secretary of Hewlett-Packard Company, a Delaware corporation; that the above is a true and correct copy of the resolutions relating to the amendment of certain stock plans assumed in connection with the merger between Hewlett-Packard Company and Compaq Computer Corporation adopted by the members of the Board of Directors of Hewlett-Packard Company on May 2, 2002; and that the resolutions have not been annulled, rescinded, or revoked and remain in full force and effect. Date: May 7, 2002 /s/ Charles N. Charnas ---------------------------------------- Charles N. Charnas Assistant Secretary EX-23.1 5 a2078747zex-23_1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP We consent to the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-86378) and related Prospectus of Hewlett-Packard Company for the registration of up to 20,532,414 shares of its common stock related to the various option plans to be assumed in the Compaq Computer Corporation acquisition and to the incorporation by reference therein of our report dated November 13, 2001, except for Note 19, as to which the date is December 6, 2001, with respect to the consolidated financial statements and schedule of Hewlett-Packard Company in its Annual Report on Form 10-K/A for the year ended October 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California May 6, 2002 EX-23.2 6 a2078747zex-23_2.txt EX-23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP We consent to the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-86378) and related Prospectus of Hewlett-Packard Company for the registration of 20,532,414 shares of its common stock and to the incorporation by reference therein of our reports dated January 16, 2002, with respect to the consolidated financial statements and schedule of Compaq Computer Corporation included in Hewlett-Packard Company's Current Report on Form 8-K dated February 14, 2002, filed with the Securities and Exchange Commission. /s/ Enrst & Young LLP Houston, Texas May 6, 2002 EX-23.3 7 a2078747zex-23_3.txt EX-23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3/A of Hewlett-Packard Company of our report dated November 23, 1999 relating to the financial statements and financial statement schedule, which appears in the Hewlett-Packard Company's Annual Report on Form 10-K/A for the year ended October 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP San Jose, California May 6, 2002 EX-23.4 8 a2078747zex-23_4.txt EX-23.4 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 333-86378) of Hewlett-Packard Company of our report dated January 25, 2000 relating to the consolidated financial statements of Compaq Computer Corporation for the year ended December 31, 1999, which appears in the Current Report on Form 8-K of Hewlett-Packard Company dated February 14, 2002. We also consent to the incorporation by reference of our report dated January 25, 2000 relating to the financial statement schedule of Compaq Computer Corporation for the year ended December 31, 1999, which appears in the Current Report on Form 8-K of Hewlett-Packard Company dated February 14, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas May 6, 2002 EX-24.2 9 a2078747zex-24_2.txt EXHIBIT 24.2 Exhibit 24.2 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ann O. Baskins and Charles N. Charnas, and each of them individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the registration statement filed herewith and any or all amendments to said registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, on April 30, 2002 this registration statement has been signed by the following persons in the capacities indicated:
SIGNATURE TITLE - --------------------------------------------- -------------------------------------------------------- /s/ Philip M. Condit - --------------------------------------------- Director Philip M. Condit /s/ Dr. George A. Keyworth II - --------------------------------------------- Director Dr. George A. Keyworth II
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