-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALwXOo3bpseCCri0Phwn8p+IdCOsSBiEpvekSafsj5FgxsqPDsmCf3Bv5UmUzQTb eguYjym1CkFU6L9idNjFCA== 0000929624-99-000068.txt : 19990121 0000929624-99-000068.hdr.sgml : 19990121 ACCESSION NUMBER: 0000929624-99-000068 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990115 DATE AS OF CHANGE: 19990120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: 5311 IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53689 FILM NUMBER: 99507521 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ INTERESTS INC CENTRAL INDEX KEY: 0001076825 STANDARD INDUSTRIAL CLASSIFICATION: 3571 IRS NUMBER: 760550398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20555 S H 249, MC 110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2815142937 MAIL ADDRESS: STREET 1: 20555 S H 249, MC110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 SC 13D 1 SCHEDULE 13D - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ---------------- Shopping.com (Name of Issuer) ---------------- Common Stock, no par value (Title of Class of Securities) ---------------- 82509Q-10-6 (CUSIP Number of Class of Securities) ---------------- Thomas C. Siekman Senior Vice President, General Counsel and Secretary Compaq Computer Corporation 20555 State Highway 249 Houston, Texas 77070 (281) 370-0670 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 220 Palo Alto, CA 94301 Telephone: (650) 470-4500 Facsimile: (650) 470-4570 January 11, 1999 (Date of Event Which Requires Filing of Statement on Schedule 13D) ---------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [_] *The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- CUSIP No. 82509Q-10-6 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1. Compaq Interests, Inc. (76-0550398) - - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - - -------------------------------------------------------------------------------- SEC USE ONLY 3. - - -------------------------------------------------------------------------------- SOURCES OF FUNDS AF 4. - - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware - - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER None NUMBER OF -------------------------------------------------- SHARES 8. BENEFICIALLY SHARED VOTING POWER OWNED BY 14,020,120 See Item 4 -------------------------------------------------- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON None -------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER None - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 14,020,120 See Item 4 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 12. [_] - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13. 56.0% - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. CO 2 CUSIP No. 82509Q-10-6 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1. Compaq Computer Corporation - - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - - -------------------------------------------------------------------------------- SEC USE ONLY 3. - - -------------------------------------------------------------------------------- SOURCES OF FUNDS WC 4. - - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware - - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER None NUMBER OF -------------------------------------------------- SHARES 8. BENEFICIALLY SHARED VOTING POWER OWNED BY 14,014,120 See Item 4 -------------------------------------------------- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON None -------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER None - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 14,014,120 See Item 4 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 12. [_] - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13. 56.1% - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14. CO 3 Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement" or the "Schedule 13D") relates to the common stock, no par value (the "Shares"), of Shopping.com, a California corporation (the "Company"). The address of the Company's principal executive offices is 2101 East Coast Highway, Garden Level, Corona Del Mar, California, 92625. Item 2. Identity and Background. (a)--(c), (f) This Statement is being filed by Compaq Computer Corporation, a Delaware corporation ("Parent"), and Compaq Interests, Inc., a Delaware corporation ("Purchaser"), and an indirect, wholly owned subsidiary of Parent. The information set forth in the "INTRODUCTION" and "Section 9--Certain Information Concerning Parent and Purchaser" of Purchaser's Offer to Purchase, dated as of January 15, 1999 (the "Offer to Purchase"), is incorporated herein by reference. The name, business address, present principal occupation or employment, the material occupations, positions, offices or employments for the past five years and citizenship of each director and executive officer of Parent and Purchaser and the name, principal business and address of any corporation or other organization in which such occupations, positions, offices and employments are or were carried on are set forth in Schedule I of the Offer to Purchase and are incorporated herein by reference. (d)--(e) During the past five years, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I of the Offer to Purchase have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in "Section 10--Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. Item 4. Purpose of the Transaction. (a)--(g), (j) The information set forth in the "INTRODUCTION," "Section 11-- Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" and "Section 12--Plans for the Company; Other Matters" of the Offer to Purchase is incorporated herein by reference. (h)--(i), (j) The information set forth in the "Section 7--Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations" of the Offer to Purchase is incorporated herein by reference. Except as set forth in this Item 4, neither Parent nor Purchaser has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The information set forth in "Section 9--Certain Information Concerning Parent and Purchaser" and "Section 11--Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" of the Offer to Purchase is incorporated herein by reference. (b) The number of Shares of the Company beneficially owned by each of Parent and Purchaser: (i) with respect to which there is sole voting power is none, (ii) with respect to which there is shared voting power is 14,014,120, (iii) with respect to which there is sole dispositive power is none, and (iv) with respect to which there is shared dispositive power is none. 4 (c) Except as set forth in Item 4, neither Parent nor Purchaser has effected any transactions in the Shares during the past 60 days. (d)--(e) Inapplicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in the "INTRODUCTION," "Section 9--Certain Information Concerning Parent and Purchaser," "Section 10--Source and Amount of Funds," "Section 11--Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements," "Section 12--Plans for the Company; Other Matters" and "Section 16--Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. The following documents are incorporated by reference from the Schedule 14D- 1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on January 15, 1999. (a)(1) Offer to Purchase, dated January 15, 1999. (a)(2) Letter of Transmittal. (a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients. (a)(4) Letter to Clients. (a)(5) Notice of Guaranteed Delivery. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release issued by Parent, dated January 11, 1999. (a)(8) Form of Summary Advertisement, dated January 15, 1999. (a)(9) Fairness Opinion of Trautman Kramer & Company, dated January 11, 1999. (c)(1) Agreement and Plan of Merger, dated January 11, 1999, by and between Parent and the Company. (c)(2) Shareholder Agreement, dated January 11, 1999, by and between Parent and Robert McNulty. (c)(3) Shareholder Agreement, dated January 11, 1999, by and between Parent and Cyber Depot. (c)(4) Shareholder Agreement, dated January 11, 1999, by and between Parent and Kipling Isle. (c)(5) Shareholder Agreement, dated January 11, 1999, by and between Parent and Paul Hill. (c)(6) Shareholder Agreement, dated January 11, 1999, by and between Parent and Ed Bradley. (c)(7) Shareholder Agreement, dated January 11, 1999, by and between Parent and Mark Winkler. (c)(8) Shareholder Agreement, dated January 11, 1999, by and between Parent and Kristine Webster. (c)(9) Shareholder Agreement, dated January 11, 1999, by and between Parent and John Markley. (c)(10) Shareholder Agreement, dated January 11, 1999, by and between Parent and Frank Denny. (c)(11) Shareholder Agreement, dated January 11, 1999, by and between Parent and Pat Demicco. (c)(12) Shareholder Agreement, dated January 11, 1999, by and between Parent and Randy Read. (c)(13) Stock Option Agreement, dated January 11, 1999, by and between Parent and the Company. (d) None (e) Not applicable. (f) None.
5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 15, 1999 Compaq Computer Corporation By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: Senior Vice President and Chief Financial Officer 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 15, 1999 Compaq Interests, Inc. By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: President 7 EXHIBIT INDEX
Exhibit Number Exhibit -------- ------- *(a)(1) Offer to Purchase, dated January 15, 1999. *(a)(2) Letter of Transmittal. *(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients. *(a)(4) Letter to Clients. *(a)(5) Notice of Guaranteed Delivery. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Press Release issued by Parent, dated January 11, 1999. *(a)(8) Form of Summary Advertisement, dated January 15, 1999. *(a)(9) Fairness Opinion of Trautman Kramer & Company, dated January 11, 1999. *(c)(1) Agreement and Plan of Merger, dated January 11, 1999, by and between Parent and the Company. *(c)(2) Shareholder Agreement, dated January 11, 1999, by and between Parent and Robert McNulty. *(c)(3) Shareholder Agreement, dated January 11, 1999, by and between Parent and Cyber Depot. *(c)(4) Shareholder Agreement, dated January 11, 1999, by and between Parent and Kipling Isle. *(c)(5) Shareholder Agreement, dated January 11, 1999, by and between Parent and Paul Hill. *(c)(6) Shareholder Agreement, dated January 11, 1999, by and between Parent and Ed Bradley. *(c)(7) Shareholder Agreement, dated January 11, 1999, by and between Parent and Mark Winkler. *(c)(8) Shareholder Agreement, dated January 11, 1999, by and between Parent and Kristine Webster. *(c)(9) Shareholder Agreement, dated January 11, 1999, by and between Parent and John Markley. *(c)(10) Shareholder Agreement, dated January 11, 1999, by and between Parent and Frank Denny. *(c)(11) Shareholder Agreement, dated January 11, 1999, by and between Parent and Pat Demicco. *(c)(12) Shareholder Agreement, dated January 11, 1999, by and between Parent and Randy Read. *(c)(13) Stock Option Agreement, dated January 11, 1999, by and between Parent and the Company. (d) None. (e) Not applicable. (f) None.
- - -------- * Incorporated by reference from the Schedule 14D-1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on January 15, 1999. 8 -----END PRIVACY-ENHANCED MESSAGE-----