-----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, SPH4KDMgk3YZzCugEjvrfx5VSyR+nfG29IsUPMH8DKa4axTlGNDWpFEfAx0N/uJ+ Q5Bet46H+1gxG2qBQWD1Iw== 0001012870-98-000707.txt : 19980323 0001012870-98-000707.hdr.sgml : 19980323 ACCESSION NUMBER: 0001012870-98-000707 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980319 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-44113 FILM NUMBER: 98569277 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BQ CITY: PALO ALTO STATE: CA ZIP: 94304 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998 REGISTRATION NO. 333-44113 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HEWLETT-PACKARD COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 94-1081436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number)
3000 HANOVER STREET PALO ALTO, CA 94304 (650) 857-1501 (Address including zip code, and telephone number, including area code, of Principal Executive Offices of Registrant) -------------- D. CRAIG NORDLUND, ESQ. ASSOCIATE GENERAL COUNSEL AND SECRETARY HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304 (650) 857-1501 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) -------------- COPIES TO: ANN O. BASKINS, ESQ. DOUGLAS D. SMITH, ESQ. MARIE OH HUBER, ESQ. GREGORY J. CONKLIN, ESQ. HEWLETT-PACKARD COMPANY GIBSON DUNN & CRUTCHER LLP 3000 HANOVER STREET ONE MONTGOMERY STREET, TELESIS TOWER PALO ALTO, CA 94304 SAN FRANCISCO, CA 94104 TELEPHONE: (650) 857-1501 TELEPHONE: (415) 393-8200
-------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. 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, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, please 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 from 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. [_] -------------- 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Post-Effective Amendment No. 1 is being filed with the Securities and Exchange Commission for the purpose of adding new Exhibit 12. ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1* Form of Liquid Yield Option(TM) Note. 4.2* Indenture between the Company and Chase Manhattan Bank and Trust Company, National Association, as Trustee. 4.3 Amended & Restated Articles of Incorporation of Hewlett-Packard Company (incorporated by reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1997). 4.4 Amended Bylaws of Hewlett-Packard Company (incorporated by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996). 5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of securities being registered. 8* Opinion of General Tax Counsel of Hewlett-Packard Company. 10* Registration Rights Agreement between the Company and Merrill Lynch & Co. 12 Computation of Ratio of Earnings to Fixed Charges. 23.1* Consent of Independent Accountants. 23.2* Consent of Gibson, Dunn & Crutcher LLP 24* Powers of Attorney. 25* Statement of Eligibility of Trustee of Form T-1.
- -------- (TM) Trademark of Merrill Lynch & Co., Inc. * Previously filed. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on March 19, 1998. Hewlett-Packard Company Lewis E. Platt* By___________________________________ Lewis E. Platt Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in their capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Lewis E. Platt* Chairman of the Board, March 19, 1998 ____________________________________ President and Chief Lewis E. Platt Executive Officer (Principal Executive Officer) Robert P. Wayman* Executive Vice President, March 19, 1998 ____________________________________ Finance and Administration Robert P. Wayman and Chief Financial Officer (Principal Financial Officer) and Director Raymond W. Cookingham* Vice President and March 19, 1998 ____________________________________ Controller (Principal Raymond W. Cookingham Accounting Officer) ____________________________________ Director Philip M. Condit Thomas E. Everhart* Director March 19, 1998 ____________________________________ Thomas E. Everhart
II-2
SIGNATURE TITLE DATE --------- ----- ---- John B. Fery* Director March 19, 1998 ____________________________________ John B. Fery Jean-Paul Gimon* Director March 19, 1998 ____________________________________ Jean-Paul G. Gimon Sam Ginn* Director March 19, 1998 ____________________________________ Sam Ginn Richard A. Hackborn* Director March 19, 1998 ____________________________________ Richard A. Hackborn Walter B. Hewlett* Director March 19, 1998 ____________________________________ Walter B. Hewlett George A. Keyworth II* Director March 19, 1998 ____________________________________ George A. Keyworth II David M. Lawrence* Director March 19, 1998 ____________________________________ David M. Lawrence, M.D. Susan P. Orr* Director March 19, 1998 ____________________________________ Susan P. Orr Director ____________________________________ David W. Packard /s/ Ann O. Baskins *By:___________________________ Attorney-in-Fact
II-3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1* Form of Liquid Yield Option(TM) Note. 4.2* Indenture between the Company and Chase Manhattan Bank and Trust Company, National Association, as Trustee. 4.3 Amended & Restated Articles of Incorporation of Hewlett-Packard Company (incorporated by reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996). 4.4 Amended Bylaws of Hewlett-Packard Company (incorporated by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996). 5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of securities being registered. 8* Opinion of General Tax Counsel of Hewlett-Packard Company. 10* Registration Rights Agreement between the Company and Merrill Lynch & Co. 12 Computation of Ratio of Earnings to Fixed Charges. 23.1* Consent of Independent Accountants. 23.2* Consent of Gibson, Dunn & Crutcher LLP. 24* Powers of Attorney. 25* Statement of Eligibility of Trustee of Form T-1.
- -------- (TM)Trademark of Merrill Lynch & Co., Inc. *Previously filed. EX-12 2 COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12 HEWLETT-PACKARD COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) (in millions, except ratios)
FOR THE THREE MONTHS ENDED JANUARY 31 YEAR ENDED OCTOBER 31, ------------------- ------------------------------------- 1998 1997 1997 1996 1995 1994 1993 --------- --------- ------ ------ ------ ------ ------ Pre-tax income from continuing operations.. $1,327 $1,303 $4,455 $3,694 $3,632 $2,423 $1,783 Minority interest in the income of subsidiaries with fixed charges..... 4 10 39 38 29 17 11 Undistributed (earnings) or loss of equity investees.............. 9 (3) (6) (62) (47) 4 6 Fixed charges: Interest expense and amortization of debt discount and premium on all indebtedness.. 67 54 215 327 206 155 121 Interest included in rent................. 38 33 139 126 111 104 102 --------- --------- ------ ------ ------ ------ ------ Total fixed charges. 105 87 354 453 317 259 223 Earnings before income taxes, minority interest, undistributed earnings or loss of equity investees and fixed charges.......... $1,445 $1,397 $4,842 $4,123 $3,931 $2,703 $2,023 ========= ========= ====== ====== ====== ====== ====== Ratio of earnings to fixed charges.......... 13.8 16.1 13.7 9.1 12.4 10.4 9.1 ========= ========= ====== ====== ====== ====== ======
- -------- (1) The ratio of earnings to fixed charges was computed by dividing earnings (income from continuing operations before income taxes, adjusted for fixed charges, minority interest in the income of subsidiaries with fixed charges and equity in earnings or loss of equity investees) by fixed charges for the periods indicated. Fixed charges include (i) interest expense and amortization of debt discount or premium on all indebtedness, and (ii) a reasonable approximation of the interest factor deemed to be included in rental expense. -----END PRIVACY-ENHANCED MESSAGE-----