UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Exact name of issuer as specified in its charter:
HEWLETT-PACKARD COMPANY
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
California 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Full title of the plan:
HEWLETT-PACKARD COMPANY
1993 EEsof Incorporated Stock Option Conversion Plan
Name and address of agent for service:
D. CRAIG NORDLUND
3000 Hanover Street, Palo Alto, California 94304
Telephone Number, including area code, of agent for service:
(415) 857-1501
The purpose of this registration statement is to register shares of
common stock of Hewlett-Packard Company which may be issued
pursuant to the exercise of options granted under Hewlett-Packard
Company 1993 EEsof Incorporated Stock Option Conversion Plan.
This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To be To Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock
Par Value
$1.00 per
Share 26,771 $9.31* $168,416* $100.00**
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*Shares offered at prices ranging from $4.66 to $9.31 per share.
**Based on weighted average per share price of $6.291.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not Applicable.
Item 2. Registrant Information and Employee Plan Annual
Information.
Hewlett-Packard Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files
periodic reports with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the
Commission's public reference facility located at 450 Fifth Street,
N.W., Room 1024, Washington, D.C., telephone (202) 272-7450, and
public reference facilities in some regional offices. Copies of
such material can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates, or
from the Commission's contract copier, Bechtel Information
Services, 15740 Shady Grove Road, Gaithersburg, MD 20877-1454,
telephone (800) 231-DATA or (301) 258-4300. The Company's common
stock is listed on the New York, Midwest and Pacific Stock
Exchanges, where reports, proxy statements and other information
concerning the Company can also be inspected. The Company's common
stock is also listed on the Tokyo, London, Paris, West German
(Frankfurt and Stuttgart) and Swiss (Zurich, Basel, Lausanne and
Geneva) Stock Exchanges.
Further information about the Company may be obtained from the
following documents which are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1993 and all subsequent Annual Reports on
Form 10-K filed by the Company pursuant to Sections 13 or 15(d) of
the Exchange Act.
(b) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1993.
(c) The Company's Proxy Statement dated January 20, 1994 and
any subsequent Proxy Statement filed by the Company pursuant to
Section 14 of the Exchange Act for an annual or special meeting of
shareholders.
Copies of such documents may be obtained without charge by
written or oral request to the Corporate Secretary, Hewlett-Packard
Company, 3000 Hanover Street, Palo Alto, California 94304,
telephone (415) 857-1501.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this
registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, containing
audited financial statements for the Company's latest fiscal year
ended October 31, 1993.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the Company's annual report referred to in (a) above.
(c) The Company's Proxy Statement dated January 20, 1994 and
any subsequent Proxy Statement filed by the Company pursuant to
Section 14 of the Exchange Act for an annual or special meeting of
shareholders.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State
of California ("California Law") authorizes a corporation to adopt
a provision in its articles of incorporation eliminating the
personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of
directors' "duty of care." Following a California corporation's
adoption of such a provision, its directors are not accountable to
corporations and their shareholders for monetary damages for
conduct constituting negligence (or gross negligence) in the
exercise of their fiduciary duties; however, directors continue to
be subject to equitable remedies such as injunction or rescission.
Under California Law, a director also continues to be liable for
(1) a breach of his or her duty of loyalty; (2) acts or omissions
not in good faith or involving intentional misconduct or knowing
violations of law; (3) illegal payments of dividends; and (4)
approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision in the
articles of incorporation also does not limit directors' liability
for violations of the federal securities laws.
Section 317 of the California Law makes provision for the
indemnification of officers, directors and other corporate agents
in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). An amendment to Section 317
provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a
corporation's articles of incorporation.
The Company has adopted provisions in its Amended
Articles of Incorporation which eliminate the personal liability of
its directors to the Company and its shareholders for monetary
damages for breach of the directors' fiduciary duties in certain
circumstances and authorize the Company to indemnify its officers,
directors and other agents to the full extent permitted by law.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) 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;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filing Incorporating Subsequent Exchange Act
Documents by Reference
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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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.
(h) Request for Acceleration of Effective Date of Filing
of Registration Statement on Form S-8
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 foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the 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
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 Securities Act and will be governed by the final adjudication
of such issue.
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-
8 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 this 14th day of
February, 1994.
HEWLETT-PACKARD COMPANY
By: /s/ Ann O. Baskins
--------------------
Ann O. Baskins
Assistant Secretary
& Managing Counsel