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.:
Delaware 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Full title of the plans:
Hewlett-Packard Company 2000 Stock Plan
Hewlett-Packard Company 2000 Employee Stock Purchase Plan
Name and address of agent for service:
ANN O. BASKINS
Vice President, General Counsel and Secretary
3000 Hanover Street, Palo Alto, California 94304
Telephone Number, including area code, of agent for service: (650) 857-1501
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate offering registration
be Registered registered per share price fee (1)
- ------------- ---------- --------- ----- -------
Common Stock $0.01 par
value to be issued under
the Hewlett-Packard
Company 2000 Stock Plan 125,000,000 $134.1875 $16,773,437,500 $4,428,188
Common Stock $0.01 par
value to be issued under
the Hewlett-Packard
Company 2000 Employee
Stock Purchase Plan 50,000,000 $134.1875 $ 6,709,375,000 $1,771,275
Total: 175,000,000 $6,199,463
- ----------------------
1. Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") and based upon an average of the high and low
prices of the Common Stock reported on the New York Stock Exchange Composite
Tape on April 24, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hewlett-Packard Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) Annual Report on Form 10-K for the fiscal year ended October 31,
1999 filed with the Securities and Exchange Commission (the "Commission") on
January 27, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Company document referred to in (a) above; and
(c) The description of the Company's common stock contained in the
registration statement on Form 8-A filed with the Commission on or about
November 6, 1957, and any amendment or report filed for the purpose of updating
this description.
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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Company's bylaws provide for the mandatory indemnification of the directors and
officers to the maximum extent permitted by Delaware law. The bylaws also
provide (i) that the Company may modify the scope of indemnification by
individual contracts with the directors and officers, and (ii) that the Company
shall not be required to indemnify any director or officer unless the
indemnification is required by law, the proceeding in which indemnification is
sought was authorized in advance by our board of directors, the indemnification
is provided by the Company, in the sole discretion pursuant to powers vested in
the Company under the Delaware Law or the indemnification is required by
individual contract. In addition the bylaws provide that the Company has the
power to indemnify its employees and agents to the maximum extent permitted by
Delaware law.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page 6.
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 this
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 this registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if 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 Section 15(d) of the Exchange
Act that are incorporated by reference into this 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) Filings 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 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.
(c) Regulation S-K Item 512(h) Undertaking for 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.
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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 28th day
of April, 2000.
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
--------------------------------------
Charles N. Charnas
Assistant Secretary &
Senior Managing Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures
appear below constitute and appoint Ann O. Baskins and Charles N. Charnas,
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 2000 Stock
Plan and the Hewlett-Packard Company 2000 Employee Stock Purchase 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 any 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 and Controller
- ---------------------------- (Principal Accounting Officer) April 28, 2000
Raymond W. Cookingham
/s/ Philip M. Condit
- ---------------------------- Director April 28, 2000
Philip M. Condit
/s/ Patricia C. Dunn
- ---------------------------- Director April 28, 2000
Patricia C. Dunn
/s/ Carleton S. Fiorina President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Carleton S. Fiorina and Director April 28, 2000
/s/ Sam Ginn
- ---------------------------- Director April 28, 2000
Sam Ginn
/s/ Richard A. Hackborn
- ---------------------------- Chairman April 28, 2000
Richard A. Hackborn
/s/ Walter B. Hewlett
- ---------------------------- Director April 28, 2000
Walter B. Hewlett
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- ----------------------------
George A. Keyworth Director April __, 2000
/s/ Susan P. Orr
- ---------------------------- Director April 28, 2000
Susan P. Orr
/s/ Robert P. Wayman Executive Vice President,
- ---------------------------- Finance and Administration (Chief
Robert P. Wayman Financial Officer) and Director April 28, 2000
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EXHIBIT INDEX
Exhibit No.
4.1 Hewlett-Packard Company 2000 Stock Plan
4.2 Hewlett-Packard Company 2000 Employee Stock Purchase Plan
5 Opinion re legality.
23.1 Consent of Independent Accountants.
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 4-5) of
this Form S-8 Registration Statement and incorporated herein by
reference.
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