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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 18, 2000
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4423 94-1081436
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 18, 2000, the President and Chief Executive Officer of
Hewlett-Packard Company ("HP"), Carly Fiorina, spoke at the SG Cowen Fall
Investor Conference regarding HP's recent initiatives. A copy of the speech
prepared for her use is attached hereto as Exhibit 99.1 and incorporated
herein by reference. Portions of the speech concern HP's proposed acquisition
of PricewaterhouseCoopers ("PwC"). HP previously announced in a Current
Report on Form 8-K filed September 12, 2000 that HP is in discussions with
PwC with respect to a possible acquisition of PwC's global management and
information technology consulting practice and that terms of the transaction
have not been agreed upon, and significant issues remain to be resolved.
This report and the speech attached hereto as Exhibit 99.1 contain
forward-looking statements that involve risks, uncertainties and assumptions
that, if they never materialize or prove incorrect, could cause the results
of HP and its consolidated subsidiaries to differ materially from those
expressed or implied by such forward-looking statements. All statements other
than statements of historical fact are forward-looking statements, including
any projections of earnings, revenues, or other financial items; any
statements of the plans, strategies, and objectives of management for future
operations; any statements concerning proposed new products, services, or
developments; any statements regarding future economic conditions or
performance; statements of belief; and any statement of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include the ability of HP to retain and motivate key
employees; the timely development, production and acceptance of new products
and services and their feature sets; the challenge of managing asset levels,
including inventory; the flow of products into third-party distribution
channels; the difficulty of keeping expense growth at modest levels while
increasing revenue; and other risks, assumptions and uncertainties that are
described from time to time in HP's Securities and Exchange Commission
filings, including but not limited to the Annual Report on Form 10-K for the
year ended October 31, 1999 and other subsequently filed reports. Moreover,
the potential acquisition by HP of PwCs' global management and information
technology consulting practice described in HP's most recent Quarterly Report
on form 10-Q, as amended, for the quarterly period ended July 31, 2000 and
our Current Report on Form 8-K filed on September 12, 2000 presents
additional risks, uncertainties and assumptions, including the possibility
that HP and PwC may not consummate the acquisition; the challenge of
integrating the PwC and HP consulting businesses; the possibility that the
combined businesses may fail to achieve desired synergies and that, after the
acquisition, HP as a whole and the consulting business on its own may fail to
achieve revenue and profit expectations; and the difficulty for HP of
transitioning to new independent accountants. HP does not intend to update
these forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Speech delivered by Carly Fiorina on September 18,
2000 to the SG Cowen Fall Investor Conference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: September 18, 2000 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 18, 2000
Exhibit Description
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99.1 Speech delivered by Carly Fiorina on September 18, 2000 to the
SG Cowen Fall Investor Conference.