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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8
(NO. 333-34743)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPAQ COMPUTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 76-0011617
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3000 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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COMPAQ COMPUTER CORPORATION FORMER NON-EMPLOYEE REPLACEMENT OPTION PLAN
(FULL TITLE OF THE PLAN)
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ANN O. BASKINS
SECRETARY
COMPAQ COMPUTER CORPORATION
3000 HANOVER STREET
PALO ALTO, CALIFORNIA 94304
(650) 857-1501
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
CHARLES N. CHARNAS, ESQ. MARTIN W. KORMAN, ESQ.
HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI
3000 HANOVER STREET PROFESSIONAL CORPORATION
PALO ALTO, CALIFORNIA 94304 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
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RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-34743)
(the "Registration Statement") of Compaq Computer Corporation, a Delaware
Corporation ("Compaq"), pertaining to the registration of 315,000 shares of
Compaq Common Stock (since increased to 630,000 shares as a result of a 2-for-1
stock split effective as of January 21, 1998), par value $0.01 per share, to
which this Post-Effective Amendment No. 1 relates, was filed with the Securities
and Exchange Commission on August 29, 1997.
Hewlett-Packard Company, a Delaware corporation ("HP"), Heloise Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of HP ("Merger
Sub"), and Compaq entered into an Agreement and Plan of Reorganization dated as
September 4, 2001 (the "Merger Agreement"), pursuant to which, among other
things, Merger Sub would be merged with and into Compaq, Compaq would become a
wholly-owned subsidiary of HP, and all outstanding shares of Compaq Common
Stock, $0.01 par value per share (and associated Preferred Stock Purchase
Rights) would be converted into the right to receive 0.6325 of a share of HP
Common Stock, $0.01 par value per share (including associated Preferred Share
Purchase Rights) and cash in lieu of any fractional share (these actions are
collectively referred to as the "Merger").
On March 19, 2002, HP held a special meeting of shareowners at which
HP shareowners approved the issuance of shares of HP common stock in
connection with the Merger. On March 20, 2002, Compaq held a special meeting
of shareowners at which Compaq shareowners approved and adopted the Merger
Agreement and the transactions contemplated thereby and approved the Merger.
The Merger became effective following the filing of a Certificate of Merger
with the Secretary of State of the State of Delaware on May 3, 2002 (the
"Effective Time").
As a result of the Merger, Compaq has terminated all offerings of
Compaq Common Stock pursuant to its existing registration statements, including
the Registration Statement. In accordance with an undertaking made by Compaq in
the Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of Compaq Common Stock which remain unsold
at the termination of the offering, Compaq hereby removes from registration all
shares of Compaq Common Stock registered under the Registration Statement which
remain unsold as of the Effective Time.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Palo Alto, State of California, on May 7, 2002.
COMPAQ COMPUTER CORPORATION
By: /s/ Charles N. Charnas
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Charles N. Charnas,
Treasurer and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed by the following persons on May 7, 2002 in the capacities
indicated.
SIGNATURE TITLE
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/s/ Robert P. Wayman
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Robert P. Wayman Director
/s/ Ann O. Baskins
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Ann O. Baskins Director
/s/ Charles N. Charnas
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Charles N. Charnas Director