SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 1998
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-04423 94-1081436
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3000 Hanover Street, Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 857-1501
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
Effective May 20, 1998, the Registrant has changed its state of
incorporation from California to Delaware. This change in its state of
incorporation was approved by the holders of a majority of Registrant's
outstanding shares of Common Stock at the Registrant's annual meeting of
shareholders on February 24, 1998.
Upon reincorporation in the State of Delaware, the Registrant
merged into and is continuing its business as a Delaware corporation.
The Reincorporation will not result in any change in the Registrant's
name, business, assets or liabilities, will not cause Registrant's
corporate headquarters or other facilities to be moved and will not
result in any relocation of management or other employees.
Shareholders will not be required to undertake a mandatory
exchange of the Registrant's shares. Certificates for Registrant's
shares will automatically represent an equal number of shares in the
Delaware company upon completion of the merger.
Item. 7. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger of Hewlett-Packard Company,
a Delaware corporation, and Hewlett-Packard Company, a
California corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Dated: May 20, 1998 By: /s/Robert P. Wayman
---------------------------
Robert P. Wayman
Executive Vice President
Finance and Administration
and Chief Financial Officer
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
OF HEWLETT-PACKARD COMPANY
(a Delaware corporation)
AND
HEWLETT-PACKARD COMPANY
(a California corporation)
THIS AGREEMENT AND PLAN OF MERGER dated as of May 20, 1998 (the
"Agreement") is between Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard Delaware") and Hewlett-Packard Company, a California
corporation ("Hewlett-Packard California"). Hewlett-Packard Delaware and
Hewlett-Packard California are sometimes referred to herein as the
"Constituent Corporations."
RECITALS
A. Hewlett-Packard Delaware is a corporation duly organized and
existing under the laws of the State of Delaware and has an authorized
capital of 5,100,000,000 shares, 4,800,000,000 of which are designated
"Common Stock", par value $0.01 per share, and 300,000,000 of which are
designated "Preferred Stock", par value $0.01 per share. The Preferred
Stock of Hewlett-Packard Delaware is undesignated as to series, rights,
preferences, privileges or restrictions. As of March 31, 1998, 100
shares of Common Stock were issued and outstanding, all of which were
held by Hewlett-Packard California, and no shares of Preferred Stock
were issued and outstanding.
B. Hewlett-Packard California is a corporation duly organized and
existing under the laws of the State of California and has an authorized
capital of 2,700,000,000 shares, 2,400,000,000 of which are designated
"Common Stock," par value $1.00 per share, and 300,000,000 of which are
designated "Preferred Stock," par value $1.00 per share. The Preferred
Stock of Hewlett-Packard California is undesignated as to series,
rights, preferences, privileges or restrictions. As of March 31, 1998,
1,039,937,318 shares of Common Stock and no shares of Preferred Stock
were issued and outstanding.
C. The Board of Directors of Hewlett-Packard California has determined
that, for the purpose of effecting the reincorporation of Hewlett-Packard
California in the State of Delaware, it is advisable and in the best
interests of Hewlett-Packard California and its shareholders that
Hewlett-Packard California merge with and into Hewlett-Packard Delaware
upon the terms and conditions herein provided.
D. The respective Boards of Directors of Hewlett-Packard Delaware
and Hewlett-Packard California have approved this Agreement and have
directed that this Agreement be submitted to a vote of their respective
sole stockholder and shareholders and executed by the undersigned
officers.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, Hewlett-Packard Delaware and Hewlett-Packard
California hereby agree, subject to the terms and conditions hereinafter
set forth, as follows:
I. MERGER
1.1 Merger. In accordance with the provisions of this Agreement,
the Delaware General Corporation Law and the California General
Corporation Law, Hewlett-Packard California shall be merged with and
into Hewlett-Packard Delaware (the "Merger"), the separate existence of
Hewlett-Packard California shall cease and Hewlett-Packard Delaware
shall survive the Merger and shall continue to be governed by the laws
of the State of Delaware, and Hewlett-Packard Delaware shall be, and is
herein sometimes referred to as, the "Surviving Corporation". The name
of the Surviving Corporation shall be Hewlett-Packard Company.
1.2 Filing and Effectiveness. The Merger shall become effective
when the following actions shall have been completed:
(a) This Agreement and Merger shall have been adopted and
approved by the stockholders of each Constituent Corporation in
accordance with the requirements of the Delaware General Corporation Law
and the California Corporations Code;
(b) All of the conditions precedent to the consummation of
the Merger specified in this Agreement shall have been satisfied or duly
waived by the party entitled to satisfaction thereof; and
(c) An executed counterpart of this Agreement meeting the
requirements of the Delaware General Corporation Law shall have been
filed with the Secretary of State of the State of Delaware.
The date and time when the Merger shall become effective, as
aforesaid, is herein called the Effective Date of the Merger.
1.3 Effect of the Merger. Upon the Effective Date of the Merger, the
separate existence of Hewlett-Packard California shall cease and
Hewlett-Packard Delaware, as the Surviving Corporation, (i) shall
continue to possess all of its assets, rights, powers and property as
constituted immediately prior to the Effective Date of the Merger,
(ii) shall be subject to all actions previously taken by its and
Hewlett-Packard California's Board of Directors, (iii) shall succeed,
without other transfer, to all of the assets, rights, powers and
property of Hewlett-Packard California in the manner more fully set
forth in Section 259 of the Delaware General Corporation Law, (iv) shall
continue to be subject to all of the debts, liabilities and obligations
of Hewlett-Packard Delaware as constituted immediately prior to the
Effective Date of the Merger, and (v) shall succeed, without other
transfer, to all of the debts, liabilities and obligations of Hewlett-
Packard California in the same manner as if Hewlett-Packard Delaware had
itself incurred them, all as more fully provided under the applicable
provisions of the Delaware General Corporation Law and the California
General Corporation Law.
II. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate of Incorporation. The Certificate of
Incorporation of Hewlett-Packard Delaware as in effect immediately prior
to the Effective Date of the Merger shall continue in full force and
effect as the Certificate of Incorporation of the Surviving Corporation
until duly amended in accordance with the provisions thereof and
applicable law.
2.2 Bylaws. The Bylaws of Hewlett-Packard Delaware as in effect
immediately prior to the Effective Date of the Merger shall continue in
full force and effect as the Bylaws of the Surviving Corporation until
duly amended in accordance with the provisions thereof and applicable
law.
2.3 Directors and Officers. The directors and officers of
Hewlett-Packard California immediately prior to the Effective Date of
the Merger shall be the directors and officers of the Surviving Cor-
poration until their successors shall have been duly elected and
qualified or until as otherwise provided by law, or the Certificate of
Incorporation of the Surviving Corporation or the Bylaws of the
Surviving Corporation.
III. MANNER OF CONVERSION OF STOCK
3.1 Hewlett-Packard California Common Stock. Upon the Effective
Date of the Merger, each share of Hewlett-Packard California Common
Stock issued and outstanding immediately prior thereto shall, by virtue
of the Merger and without any action by the Constituent Corporations,
the holder of such shares or any other person, be converted into and
exchanged for one (1) fully paid and nonassessable share of Common
Stock, par value $0.01 per share, of the Surviving Corporation.
3.2 Hewlett-Packard California Options, Stock Purchase Rights
and Convertible Securities.
(a) Upon the Effective Date of the Merger, the Surviving
Corporation shall assume and continue the stock option plans and all
other employee benefit plans of Hewlett-Packard California. Each
outstanding and unexercised option or other right to purchase or
security convertible into Hewlett-Packard California Common Stock shall
become an option or right to purchase or a security convertible into the
Surviving Corporations Common Stock on the basis of one share of the
Surviving Corporation's Common Stock for each share of Hewlett-Packard
California Common Stock issuable pursuant to any such option, stock
purchase right or convertible security, on the same terms and conditions
and at an exercise price per share equal to the exercise price
applicable to any such Hewlett-Packard California option, stock purchase
right or convertible security at the Effective Date of the Merger.
There are no options, purchase rights for or securities convertible into
Preferred Stock of Hewlett-Packard California.
(b) A number of shares of the Surviving Corporation's
Common Stock shall be reserved for issuance upon the exercise of
options, stock purchase rights and convertible securities equal to the
number of shares of Hewlett-Packard California Common Stock so reserved
immediately prior to the Effective Date of the Merger.
3.3 Hewlett-Packard Delaware Common Stock. Upon the Effective
Date of the Merger, each share of Common Stock, par value $0.01 per
share, of Hewlett-Packard Delaware issued and outstanding immediately
prior thereto shall, by virtue of the Merger and without any action by
Hewlett-Packard Delaware, the holder of such shares or any other person,
be canceled and returned to the status of authorized but unissued
shares.
3.4 Exchange of Certificates. After the Effective Date of the
Merger, each holder of an outstanding certificate representing shares of
Hewlett-Packard California Common Stock may, at such stockholder's
option, surrender the same for cancellation to Harris Trust and Savings
Bank, as exchange agent (the "Exchange Agent"), and each such holder
shall be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares of the Surviving
Corporation's Common Stock into which the surrendered shares were
converted as herein provided. Unless and until so surrendered, each
outstanding certificate theretofore representing shares of Hewlett-Packard
California Common Stock shall be deemed for all purposes to represent the
number of shares of the Surviving Corporation's Common Stock into which
such shares of Hewlett-Packard California Common Stock were converted in
the Merger.
The registered owner on the books and records of the Surviving
Corporation or the Exchange Agent of any shares of stock represented by
such outstanding certificate shall, until such certificate shall have
been surrendered for transfer or conversion or otherwise accounted for
to the Surviving Corporation or the Exchange Agent, have and be entitled
to exercise any voting and other rights with respect to and to receive
dividends and other distributions upon the shares of Common Stock of the
Surviving Corporation represented by such outstanding certificate as
provided above.
Each certificate representing Common Stock of the Surviving
Corporation so issued in the Merger shall bear the same legends, if any,
with respect to the restrictions on transferability as the certificates
of Hewlett-Packard California so converted and given in exchange
therefore, unless otherwise determined by the Board of Directors of the
Surviving Corporation in compliance with applicable laws, or other such
additional legends as agreed upon by the holder and the Surviving
Corporation.
If any certificate for shares of Hewlett-Packard Delaware stock is
to be issued in a name other than that in which the certificate surren-
dered in exchange therefor is registered, it shall be a condition of
issuance thereof that the certificate so surrendered shall be properly
endorsed and otherwise in proper form for transfer, that such transfer
otherwise be proper and comply with applicable securities laws and that
the person requesting such transfer pay to Hewlett-Packard Delaware or
the Exchange Agent any transfer or other taxes payable by reason of
issuance of such new certificate in a name other than that of the
registered holder of the certificate surrendered or establish to the
satisfaction of Hewlett-Packard Delaware that such tax has been paid or
is not payable.
IV. GENERAL
4.1 Covenants of Hewlett-Packard Delaware. Hewlett-Packard
Delaware covenants and agrees that it will, on or before the Effective
Date of the Merger:
(a) qualify to do business as a foreign corporation in the
State of California and in connection therewith appoint an agent for
service of process as required under the provisions of Section 2105 of
the California General Corporation Law;
(b) file any and all documents with the California
Franchise Tax Board necessary for the assumption by Hewlett-Packard
Delaware of all of the franchise tax liabilities of Hewlett-Packard
California;
(c) file an executed counterpart of this Agreement meeting
the requirements of the California General Corporation Law with the
Secretary of State of the State of California; and
(d) take such other actions as may be required by the
California General Corporation Law.
4.2 Further Assurances. From time to time, as and when required
by Hewlett-Packard Delaware or by its successors or assigns, there shall
be executed and delivered on behalf of Hewlett-Packard California such
deeds and other instruments, and there shall be taken or caused to be
taken by Hewlett-Packard Delaware and Hewlett-Packard California such
further and other actions as shall be appropriate or necessary in order
to vest or perfect in or conform of record or otherwise by Hewlett-Packard
Delaware the title to and possession of all the property, interests,
assets, rights, privileges, immunities, powers, franchises and authority
of Hewlett-Packard California and otherwise to carry out the purposes
of this Agreement, and the officers and directors of Hewlett-Packard
Delaware are fully authorized in the name and on behalf of Hewlett-Packard
California or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
4.3 Abandonment. At any time before the Effective Date of the
Merger, this Agreement may be terminated and the Merger may be abandoned
for any reason whatsoever by the Board of Directors of either Hewlett-
Packard California or of Hewlett-Packard Delaware, or of both, notwith-
standing the approval of this Agreement by the shareholders of Hewlett-
Packard California or by the sole stockholder of Hewlett-Packard Delaware,
or by both.
4.4 Amendment. The Boards of Directors of the Constituent
Corporations may amend this Agreement at any time prior to the filing of
this Agreement with the Secretaries of State of the States of Delaware
and California, provided that an amendment made subsequent to the
adoption of this Agreement by the stockholders of either Constituent
Corporation shall not, unless approved by the stockholders as required
by law: (a) alter or change the amount or kind of shares, securities,
cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of
such Constituent Corporation; (b) alter or change any term of the
Certificate of Incorporation of the Surviving Corporation to be effected
by the Merger; or (c) alter or change any of the terms and conditions of
this Agreement if such alteration or change would adversely affect the
holders of any class or series of capital stock of any Constituent
Corporation.
4.5 Registered Office. The registered office of the Surviving
Corporation in the State of Delaware is 1209 Orange Street, Wilmington,
Delaware 19801, County of New Castle and The Corporation Trust Company
is the registered agent of the Surviving Corporation at such address.
4.6 Agreement. Executed copies of this Agreement will be on
file at the principal place of business of the Surviving Corporation at
3000 Hanover Street, Palo Alto, California 94304 and copies thereof will
be furnished to any stockholder of either Constituent Corporation, upon
request and without cost.
4.7 Governing Law. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by
the laws of the State of Delaware and, so far as applicable, the merger
provisions of the California General Corporation Law.
4.8 Counterparts. In order to facilitate the filing and
recording of this Agreement, the same may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement having first been approved by
the resolutions of the Board of Directors of Hewlett-Packard Company,
a Delaware corporation, and Hewlett-Packard Company, a California
corporation, is hereby executed on behalf of each of such two
corporations and attested by their respective officers thereunto duly
authorized.
HEWLETT-PACKARD COMPANY
a Delaware corporation
/s/ Lewis E. Platt
---------------------------
Lewis E. Platt
Chairman, President
and Chief Executive Officer
/s/ D. Craig Nordlund
---------------------------
D. Craig Nordlund
Secretary
HEWLETT-PACKARD COMPANY
a California corporation
/s/ Lewis E. Platt
---------------------------
Lewis E. Platt
Chairman, President
and Chief Executive Officer
/s/ D. Craig Nordlund
---------------------------
D. Craig Nordlund
Secretary
HEWLETT-PACKARD COMPANY
(a California corporation)
OFFICERS CERTIFICATE
Lewis E. Platt and D. Craig Nordlund certify that:
1. They are the President and the Secretary, respectively, of
Hewlett-Packard Company, a corporation organized under the laws of the
State of California.
2. The corporation has authorized two classes of stock, designated
"Common Stock" and "Preferred Stock", respectively. There are authorized
2,400,000,000 shares of Common Stock and 300,000,000 shares of Preferred
Stock. The Preferred Stock is undesignated as to series, rights,
preferences or restrictions.
3. There were 1,040,409,119 shares of Common Stock and no
shares of Preferred Stock outstanding as of the record date (the "Record
Date") and entitled to vote at the shareholder's meeting at which the
Agreement and Plan of Merger (the "Merger Agreement") attached hereto
was approved.
4. The principal terms of the Merger Agreement were approved by
the Board of Directors and by the vote of a number of shares of each
class of stock which equaled or exceeded the vote required.
5. The percentage vote required was more than 50% of the votes
entitled to be cast by holders of Common Stock outstanding as of the
Record Date, voting as a single class.
6. Lewis E. Platt and D. Craig Nordlund further declare under
penalty of perjury under the laws of the State of California that they
have read the foregoing certificate and know the contents thereof and
that the same is true of their own knowledge.
Executed in Palo Alto, California on May 20, 1998.
/s/ Lewis E. Platt
---------------------------
Lewis E. Platt
Chairman, President
and Chief Executive Officer
/s/ D. Craig Nordlund
---------------------------
D. Craig Nordlund
Secretary
HEWLETT-PACKARD COMPANY
(a Delaware corporation)
OFFICER'S CERTIFICATE
Lewis E. Platt and D. Craig Nordlund certify that:
1. They are the President and the Secretary, respectively, of
Hewlett-Packard Company, a corporation organized under the laws of the
State of Delaware.
2. The corporation has authorized two classes of stock,
designated "Common Stock" and "Preferred Stock", respectively. There
are authorized 4,800,000,000 shares of Common Stock and 300,000,000
shares of Preferred Stock. The Preferred Stock is undesignated as to
series, rights, preferences or restrictions.
3. There are 100 shares of Common Stock outstanding and
entitled to vote on the Agreement and Plan of Merger (the "Merger
Agreement") attached hereto. There are no shares of Preferred Stock
outstanding.
4. The principal terms of the Merger Agreement were approved by
the Board of Directors and by the vote of 100% of the shares outstanding
and entitled to vote on the Merger Agreement.
5. The percentage vote required was more than 50% of the votes
entitled to be cast by holders of outstanding shares of Common Stock.
6. Lewis E. Platt and D. Craig Nordlund further declare under
penalty of perjury under the laws of the State of Delaware that they
have read the foregoing certificate and know the contents thereof and
that the same is true of their own knowledge.
Executed in Palo Alto, California on May 20, 1998.
/s/ Lewis E. Platt
---------------------------
Lewis E. Platt
Chairman, President
and Chief Executive Officer
/s/ D. Craig Nordlund
----------------------------
D. Craig Nordlund
Secretary