-----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, JaXoem/Wspv6+S0niutUpU+KZ8f6q2DtUaW4ObI9TnWEp7n6DngHBaTY3D+xxrC0 6Sgo76T6F+UKsagOr522cA== 0001012870-00-002036.txt : 20000412 0001012870-00-002036.hdr.sgml : 20000412 ACCESSION NUMBER: 0001012870-00-002036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04423 FILM NUMBER: 598645 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 7, 2000 HEWLETT-PACKARD COMPANY (Exact name of Registrant as specified in its charter) Delaware 3570 941081436 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
3000 Hanover Street Palo Alto, CA 94304 (Address of principal executive offices) (650) 857-1501 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On April 7, 2000, Hewlett-Packard Company issued a press release announcing that the Board of Directors approved the declaration of a dividend of all of Hewlett Packard Company's shares of Agilent Technologies, Inc. common stock. The press release is attached as Exhibit 99 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99 Hewlett-Packard Company Press Release issued April 7, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Ann Baskins ------------------------------- (Registrant) Date: April 7, 2000 By: /s/ Ann Baskins ---------------------------- Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit Number - ------ 99 Hewlett-Packard Company Press Release issued April 7, 2000. EX-99 2 HEWLETT PACKARD PRESS RELEASE Exhibit 99 EDITORIAL CONTACTS: Jennifer Ruddock, HP 650-857-2110 jennifer_ruddock@hp.com Steve Beitler, Agilent Technologies 650-857-2387 steve_beitler@agilent.com HP BOARD SETS RECORD DATE AND DISTRIBUTION DATE FOR AGILENT STOCK DIVIDEND PALO ALTO, Calif., April 7, 2000 -- Hewlett-Packard Company (NYSE:HWP) and Agilent Technologies, Inc. (NYSE:A) today announced that the HP Board of Directors has declared a stock dividend of all of HP's shares in Agilent. The dividend will be distributed on June 2, 2000 to HP shareowners of record as of 5:00 PM Eastern Daylight Time on May 2, 2000. HP currently holds 380 million shares, or approximately 84.1 percent, of the outstanding common stock in Agilent. The Dividend Distribution - ------------------------- The Agilent shares will be distributed to HP shareowners in the amount of approximately 0.37 shares of Agilent for each HP share. The final ratio will be based on the actual number of HP shares outstanding on the record date, May 2, -1- 2000. On Jan. 31, 2000, the end of HP's first quarter of fiscal 2000, HP had 1.005 billion shares outstanding. HP shareowners will receive stock certificates for whole shares of Agilent and cash payments for fractional shares. On Aug. 3, 1999, HP received a ruling from the Internal Revenue Service that the distribution to shareowners qualifies as tax-free for U.S. federal income tax purposes. Cash received in lieu of fractional shares will be taxable. The distribution remains subject to the conditions set forth in the master separation agreement previously entered into between HP and Agilent. Part of HP's March 1999 Strategic Realignment - --------------------------------------------- The distribution of shares of Agilent is part of HP's strategic realignment of the company, which was announced in March 1999. The realignment created two separate companies, one composed of HP's computing and imaging businesses and the other, Agilent, containing HP's test and measurement, semiconductor products, chemical analysis and healthcare solutions businesses. The companies began operating separately on Nov. 1, 1999, and Agilent completed an initial public offering of approximately 15.9 percent of its common stock on Nov. 18, 1999. Hewlett-Packard Company - ----------------------- Hewlett-Packard Company is a leading global provider of computing and imaging solutions for business and home and is focused on capitalizing on the opportunities of the Internet and the emergence of next-generation appliances, e-services and infrastructure. HP had total revenues from operations of $42.4 billion in its 1999 fiscal year, excluding revenues from Agilent's operations. Agilent Technologies, Inc. - -------------------------- Agilent Technologies, Inc. is a global leader in designing and manufacturing test, measurement and monitoring instruments, systems and solutions, and semiconductor and optical components. Agilent is a diversified technology company with 42,000 employees serving customers in more than 120 countries. The company has leadership positions in markets that include communications, -2- electronics, life sciences and healthcare. Agilent's businesses had net revenues of $8.3 billion in fiscal year 1999. Further Information on Distribution - ----------------------------------- An information statement will be mailed to HP shareowners of record several business days following the May 2, 2000 record date. The statement will include the final ratio of Agilent shares to be distributed for each HP share outstanding, as well as information on how to calculate the share cost basis. For additional questions on the distribution, HP shareowners can visit the company's Web site, at www.hp.com/financials, or call 1-800-825-5497 (U.S. only) ---------------------- or 402-572-4975 (internationally). Information on Agilent can be obtained at or by calling 1-877-942-4200 (U.S. only) or 402-573-9919 (internationally). # # # UNIX is a registered trademark of the Open Group. Windows NT is a U.S. registered trademark of Microsoft Corporation. -3- -----END PRIVACY-ENHANCED MESSAGE-----