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
1995 CONVEX 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
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Per Share Price Fee
Common Stock
Par Value
$1.00
per Share 328,000 $76.8125 $25,194,500.00 $8,687.76
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"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the Commission's public reference facilities
located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. In addition,
the Company's common stock is listed on the New York and Pacific Stock
Exchanges, where reports, proxy statements and other information
concerning the Company can also be inspected.
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, 1994 and all subsequent Annual Reports on Form 10-K
filed by the Company pursuant to Sections 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed by the Company 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 on Form 10-K for the fiscal year ended
October 31, 1994.
(c) The Company's Proxy Statement dated January 13, 1995 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, 1994.
(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 13, 1995 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 fullest 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 or 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 19th day of December, 1995.
HEWLETT-PACKARD COMPANY
By:
Ann O. Baskins
Assistant Secretary
and Managing Counsel
EXHIBIT INDEX
Exhibit
No.
1-4 Not applicable.
5 Opinion re legality.
6-22 Not applicable.
23.1 Consent of Independent Accountants. Found
at page 9 of this registration statement and
incorporated herein by reference.
23.2 Consent of Counsel. Contained with the opinion
filed as Exhibit 5 hereto and incorporated herein
by reference.
24 Powers of attorney. Contained in the signature
pages (pages 11-12) of this Form S-8 registration
statement and incorporated herein by reference.
25-99 Not applicable.
EXHIBIT 5
December 19, 1995
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
328,000 Shares of common stock of Hewlett-Packard Company
Offered pursuant to the 1995 Convex Stock Option Conversion Plan
Sir and Madam:
I have examined the proceedings taken and the instruments
executed in connection with the organization and present
capitalization of Hewlett-Packard Company (the "Company") and the
reservation for issuance and authorization of the sale and issuance
from time to time of not in excess of 328,000 shares of common stock
(the "Shares") pursuant to the terms of the Company's 1995 Convex
Stock Option Conversion Plan. The Shares are the subject of a
Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, which is being filed with the Securities and Exchange
Commission and to which this opinion is to be attached as an exhibit.
Upon the basis of such examination, I am of the following
opinion:
1. The authorized shares of the Company consist of 300,000,000 shares
of preferred stock and 1,200,000,000 shares of common stock.
2. The proper corporate proceedings necessary to the reservation for
issuance and the authorization of the sale and issuance from time to
time of not in excess of 328,000 shares of the common stock of the
Company pursuant to the Company's 1995 Convex Stock Option Conversion
Plan have been duly taken and, when issued pursuant to such plan, the
Shares will be duly and validly issued and fully paid and
nonassessable.
3. When the above-mentioned registration statement relating to the
Shares has become effective and when the listing of the Shares on the
New York and Pacific Stock Exchanges has been authorized, all
authorizations, consents, approvals, or other orders of all United
States regulatory authorities required for the issuance of Shares will
have been obtained.
You should be aware that I and other members of the
Hewlett-Packard Company legal department participating in the
preparation of the Registration Statement owned or held options to
purchase 46,210 shares of Hewlett-Packard Company common stock at
September 21, 1995.
You are further advised that I consent to the use of this
opinion as an exhibit to the above-mentioned Registration Statement.
Very truly yours,
Ann O. Baskins
Assistant Secretary
and Managing Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1994, which appears
on page 43 of the 1994 Annual Report to Shareholders of Hewlett-Packard
Company, which is incorporated by reference in Hewlett-Packard Company's
Annual Report on Form 10-K for the year ended October 31, 1994.
Price Waterhouse LLP
San Francisco, California
December 19, 1995
Exhibit 23.2
CONSENT OF COUNSEL
Contained with the opinion filed as Exhibit 5 hereto and incorporated
herein by reference.
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the persons whose
signatures appear below constitute and appoint D. Craig Nordlund and
Ann O. Baskins, and each of them, as 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 Form S-8 Registration Statement pertaining to
the Hewlett-Packard Company 1995 Convex Stock Option Conversion Plan,
and any or all amendments (including post-effective amendments) to
said Form S-8 Registration Statement, 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, 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 their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and these Amendments to Registration Statements
have been signed below by the following persons in the capacities and
on the dates indicated. Moreover, the undersigned hereby also certify
that to the best of their knowledge and belief the issuer meets all of
the requirements for filing on Form S-8.
Signature Title Date
/s/Raymond W. Cookingham Vice President December 19, 1995
Raymond W. Cookingham and Controller
(Principal
Accounting
Officer)
/s/Thomas E. Everhart Director September 29, 1995
Thomas E. Everhart
/s/John B. Fery Director September 29, 1995
John B. Fery
/s/Jean-Paul G. Gimon Director December 19, 1995
Jean-Paul G. Gimon
/s/Harold J. Haynes Director October 4, 1995
Harold J. Haynes
/s/Walter B. Hewlett Director September 30, 1995
Walter B. Hewlett
/s/Shirley M. Hufstedler Director September 28, 1995
Shirley M. Hufstedler
/s/George A. Keyworth II Director December 19, 1995
George A. Keyworth II
/s/David M. Lawrence, MD Director December 19, 1995
David M. Lawrence, MD
/s/Paul F. Miller, Jr. Director December 19, 1995
Paul F. Miller, Jr.
/s/Susan P. Orr Director October 2, 1995
Susan P. Orr
/s/Donald E. Petersen Director December 19, 1995
Donald E. Petersen
/s/Lewis E. Platt Chairman, September 28, 1995
Lewis E. Platt President and
Chief Executive
Officer (Principal
Executive Officer)
/s/Robert P. Wayman Executive Vice December 19, 1995
Robert P. Wayman President,Finance
and Administration
(Chief Financial
Officer)
and Director