-----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, UdGnkE0I/QqKUlfw88WbD4PiLtb8rfTGjqLd1sNI+iSUJPDHhu8/op5tp5A3+ZlE Us/wK4wymwSPm8G1c9Ww9g== 0000929624-99-000094.txt : 19990122 0000929624-99-000094.hdr.sgml : 19990122 ACCESSION NUMBER: 0000929624-99-000094 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19990121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-53689 FILM NUMBER: 99509380 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: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760550398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A 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 14D1/A 1 SCHEDULE 14D-1 AMENDMENT #1 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ---------------- Shopping.com (Name of Subject Company) Compaq Interests, Inc. Compaq Computer Corporation (Bidders) ---------------- 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 Bidder) Copy to: Kenton J. King Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 220 Palo Alto, California 94301 (650) 470-4500 ---------------- CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - ------------------------------------------------------------------------------ $288,600,207.50 $57,720.04 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------
* For purposes of calculating fee only. This amount assumes (1) the purchase of 8,897,234 outstanding shares of common stock of Shopping.com, and (ii) 6,916,476 shares of common stock of Shopping.com which may be issued upon exercise of outstanding warrants and options, in each case, at $18.25 in cash per share. The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of one percentum of the value of shares to be purchased. ** Additional fee of $353.89. [X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:$57,366.15 Filing Party:Compaq Interests, Inc. Form or Registration No.:Schedule 14D-1 Date Filed:January 15, 1999 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange Commission on January 15, 1999 by Compaq Computer Corporation, a Delaware corporation ("Parent"), and Compaq Interests, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Purchaser"), relating to the offer by Purchaser to purchase all of the outstanding shares (the "Shares") of the common stock, no par value (the "Common Stock"), of Shopping.com, a California corporation (the "Company"), at $19.00 per Share, net to the seller in cash (the "Original Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 15, 1999 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to the Statement, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(2) to the Statement (which together constitute the "Offer"). On January 20, 1999, Purchaser amended its offer by offering to purchase all of the Shares at a revised Offer Price of $18.25 per Share, net to the seller in cash (the "Amended Offer Price"), without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase (as modified pursuant to that certain Supplemental Letter to Shareholders dated January 20, 1999, a copy of which is attached as Exhibit (a)(10)). Capitalized terms used but not otherwise defined herein have the meanings ascribed such terms in the Offer to Purchase and the Statement. Item 1. Security and Subject Company. Item 1(b) is hereby amended by replacing such language in its entirety with the following: "The class of securities to which this Statement relates is the Common Stock. The Company has represented that as of January 18, 1999 there were (1) 8,897,234 shares of Common Stock issued and outstanding, (2) outstanding options to purchase an aggregate of 2,727,200 shares of Common Stock, and (3) outstanding warrants to purchase an aggregate of 4,189,276 shares of Common Stock. Purchaser is seeking to purchase all of the outstanding Shares at a purchase price of $18.25 per Share, net to the seller in cash." Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3(b) is hereby amended and supplemented by adding thereto the following: On January 18, 1999, the Company disclosed certain additional information including information regarding the number of shares of common stock and convertible securities outstanding. From January 18, 1999 through January 20, 1999, the parties negotiated a reduction in the Original Offer Price and other terms of proposed amendments to the Merger Agreement and the Shareholder Agreements to reflect the disclosure of new information from the Company. Notwithstanding the Amended Offer Price, the total consideration to be paid for the Company at the Amended Offer Price remains approximately the same as that amount based on the Original Offer Price. After the close of the business day on January 20, 1999, the Company's board of directors held a special meeting to consider the terms of the proposed amendments to the Merger Agreement, including the Amended Offer Price, and the transactions contemplated thereby. At that meeting, the Company's board of directors reviewed the terms of the proposed amendments to the Merger Agreement and the transactions contemplated thereby with the Company's management, its counsel and Trautman Kramer. At the conclusion of their presentation, representatives of Trautman Kramer delivered their oral opinion (which was subsequently confirmed in writing) to the Company's board of directors that, as of such date, the consideration to be received by the shareholders of the Company pursuant to the Offer, including the Amended Offer Price, and the Merger is fair to such shareholders, from a financial point of view. Thereafter, the board unanimously approved the Offer, the Merger, Amendment No. 1 to the Merger Agreement and the Stock Option Agreement, determined that the Offer and the Merger, including the Amended Offer Price, are fair to, and in the best interests of, the shareholders of the Company, and resolved to recommend that the shareholders tender their Shares pursuant to the Offer. Immediately following the Company's board of directors meeting, the parties executed amendments to the Merger Agreement and the Shareholder Agreements. Parent issued a press release announcing these events shortly before the opening of the New York Stock Exchange on January 21, 1999. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Item 7 is hereby amended and supplemented by adding the following: "Amendment No. 1 to the Merger Agreement The following is a summary of certain provisions of Amendment No. 1, dated January 20, 1999, to the Merger Agreement ("Amendment No. 1 to the Merger Agreement"). This summary is qualified in its entirety by reference to Amendment No. 1 to the Merger Agreement which is incorporated herein by reference and a copy of which has been filed with the Commission as an exhibit (c)(14) to Amendment No. 1 to the Schedule 14D-1. Amendment No. 1 to the Merger Agreement amends the Offer Price to $18.25 per Share (the "Amended Offer Price") and includes a representation by the Company to Parent and Purchaser that the Company Board of Director has (i) unanimously determined that the Amended Offer Price is fair to and in the best interests of the shareholders of the Company and (ii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and approve and adopt Amendment No. 1 to the Merger Agreement. Amendment No. 1 to the Merger Agreement further amends the capitalization representations of the Company appearing in Section 3.2(a) of the Merger Agreement. Amendments No. 1 to the Shareholder Agreements The following is a summary of certain provisions of the Amendments No. 1, dated January 20, 1999 ("Amendments No. 1 to the Shareholder Agreements"), to those certain Shareholder Agreements, dated January 11, 1999, between Parent and the shareholders identified in such Shareholder Agreements. The following summary of the Amendments No. 1 to Shareholder Agreements does not purport to be complete and is qualified by reference to the text of Amendments No. 1 to the Shareholder Agreements, copies of which are filed with the Commission as exhibits (c)(15) through (c)(25) to Amendment No. 1 to the Schedule 14D-1. The Amendments No. 1 to the Shareholder Agreements amend the price per Share for which Parent will cause Purchaser to agree to purchase all the Shares tendered into the Offer to $18.25 per Share or any higher price that may be paid in the Offer. The Amendments No. 1 to the Shareholder Agreements further amend Annex I to the Shareholder Agreements which sets forth the Shareholder's beneficial ownership of the shares of Common Stock and/or Options." Item 10. Additional Information. Item 10(f) is hereby amended by deleting from Item 8 of the Offer to Purchase under the heading "SHOPPING.COM SELECTED CONSOLIDATED FINANCIAL INFORMATION" the following language: "(in thousands of dollars, except per share data)." Item 11. Materials to be Filed as Exhibits. Item 11 is hereby amended and supplemented by adding thereto the following Exhibits: (a)(10) Supplemental Letter to Shareholders dated January 21, 1999. (a)(11) Press Release, dated January 21, 1999, issued by Parent. (a)(12) Fairness Opinion of Trautman Kramer & Company, dated January 20, 1999.
(c)(14) Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent and the Company. (c)(15) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Robert McNulty. (c)(16) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Cyber Depot. (c)(17) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kipling Isle. (c)(18) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul Hill. (c)(19) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed Bradley. (c)(20) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Mark Winkler. (c)(21) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kristine Webster. (c)(22) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and John Markley. (c)(23) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Frank Denny. (c)(24) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Pat Demicco. (c)(25) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Randy Read.
SIGNATURE After due 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. Date: January 21, 1999 COMPAQ INTERESTS, INC. By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: President SIGNATURE After due 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. Date: January 21, 1999 COMPAQ COMPUTER CORPORATION By: _________________________________ /s/ Earl L. Mason Name: Earl L. Mason Title: Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS
Exhibit Number Description Page ------- ----------- ---- (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 (a)(10) Supplemental Letter to Shareholders dated January 21, 1999 (a)(11) Press Release, dated January 21, 1999, issued by Parent (a)(12) Fairness Opinion of Trautman Kramer & Company, dated January 20, 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 (c)(14) Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent and the Company (c)(15) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Robert McNulty (c)(16) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Cyber Depot (c)(17) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kipling Isle (c)(18) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul Hill (c)(19) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed Bradley
Exhibit Number Description Page ------- ----------- ---- (c)(20) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Mark Winkler (c)(21) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kristine Webster (c)(22) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and John Markley (c)(23) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Frank Denny (c)(24) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Pat Demicco (c)(25) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Randy Read (d) None (e) Not Applicable (f) None
- -------- + Previously filed with the Statement. EX-99.(A)(10) 2 SUPPLEMENTAL LETTER DATED 12/20/1999 EXHIBIT (a)(10) [LOGO OF COMPAQ] 20555 State Highway 249 Houston, Texas 77070 Telephone: (281) 370-0670 January 21, 1999 To the Shareholders of Shopping.com: Compaq Interests, Inc. ("Purchaser"), a Delaware corporation and an indirect, wholly owned subsidiary of Compaq Computer Corporation, a Delaware corporation ("Parent"), is offering to purchase all of the outstanding shares (the "Shares") of common stock, no par value (the "Common Stock") of Shopping.com (the "Company") at a revised purchase price of $18.25 per Share (such amount, or such other amount per Share paid pursuant to the Offer (as defined below), being hereinafter referred to as the "Offer Price"), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 15, 1999 (as herein modified) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Offer to Purchase. The purpose of this letter is to highlight certain factors that should be considered by shareholders in evaluating the Offer and to clarify and amend certain matters contained in the Offer to Purchase. THE OFFER PRICE HAS BEEN REDUCED FROM $19.00 PER SHARE TO $18.25 PER SHARE FOR THE REASONS DISCUSSED BELOW UNDER "CONSIDERATIONS--CAPITALIZATION; REDUCTION IN THE OFFER PRICE." THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER, INCLUDING THE AMENDED OFFER PRICE, ARE FAIR TO AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE COMPANY, AND CONTINUES TO RECOMMEND THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. ---------------- CONSIDERATIONS In considering our Offer, shareholders should consider the following factors: Capitalization; Reduction in the Offer Price. The Offer Price has been reduced to $18.25 per Share as compared to Purchaser's original Offer Price of $19.00 per Share. The reduction in the Offer Price was negotiated between Parent and the Company following the disclosure by the Company of additional information after commencement of the Offer, including information regarding the number of shares of common stock and convertible securities outstanding. Notwithstanding the revised Offer Price, the total consideration to be paid for the Company at the revised Offer Price remains approximately the same as that amount based on the original Offer Price. The revised Offer Price of $18.25 nevertheless represents an approximately 38.4% premium over the closing market price of the Common Stock on the last full trading day prior to public announcement that the Company and Parent executed the Merger Agreement, and a more substantial premium over recent historical trading prices. If a shareholder who has already tendered Shares wishes to withdraw such tender as a result of the reduced Offer Price or otherwise, such Shareholder should comply with the procedures set forth under "Withdrawal Rights" in Section 4 of the Offer to Purchase. The Company has informed Purchaser that, as of January 18, 1999 there were (1) 8,897,234 Shares issued and outstanding, (2) outstanding options to purchase an aggregate of 2,727,200 Shares, and (3) 4,189,276 Shares reserved for issuance pursuant to outstanding warrants. Based on the foregoing, and assuming that no additional Shares are issued as a result of the exercise of outstanding options and other rights and securities, Purchaser believes that the Minimum Condition will be satisfied if 8,007,511 Shares are validly tendered and not withdrawn prior to the expiration of the Offer. As a condition and inducement to Parent to enter into the Merger Agreement and incurring liabilities therein, certain shareholders of the Company (each, a "Shareholder"), who together share voting power and dispositive power with respect to an aggregate of 1,408,908 Shares outstanding and options and warrants exercisable for 2,692,501 Shares, concurrently with the execution and delivery of the Merger Agreement entered into Shareholder Agreements, dated as of January 11, 1999, as amended by those certain Amendments No. 1 to the Shareholder Agreements, dated as of January 20, 1999, with Parent (the "Shareholder Agreements"). Pursuant to the Shareholder Agreements, the Shareholders have agreed, among other things, to tender Shares held by them in the Offer and to grant Parent a proxy with respect to the voting of such Shares in favor of the Merger with respect to such Shares upon the terms and subject to the conditions set forth therein. The Shareholders have also agreed, if requested by Parent, to exercise options and warrants held by them and to tender the Shares received upon such exercise in the Offer. Other Each shareholder must make his or her own decision based on his or her particular circumstances. Shareholders should consult with their respective advisers about the financial, tax, legal and other implications to them of accepting the Offer. Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be directed to the Information Agent or to brokers, dealers, commercial banks and trust companies. Shareholders may also contact Greenhill & Co., LLC, Dealer Manager for the Offer, at the address and telephone number set forth below. The Information Agent for the Offer is: Corporate Investor Communications, Inc. 111 Commerce Road Carlstadt, New Jersey 07072-2586 Banks and Brokers call (800) 346-7885 All others call Toll Free (888) 421-4808 The Dealer Manager for the Offer is: GREENHILL & CO., LLC 31 West 52nd Street, 16th Floor New York, New York 10019 (212) 408-0660 (Call Collect) or Call Toll Free (888) 504-7336 2 EX-99.(A)(11) 3 PRESS RELEASE DATED 01/20/1999 Exhibit (a)(11) News Release [COMPAQ COMPUTER CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE COMPAQ COMPUTER CORPORATION ANNOUNCES AMENDMENT TO SHOPPING.COM TENDER OFFER; REDUCES PRICE TO $18.25 PER SHARE HOUSTON, January 21, 1999 -- Compaq Computer Corporation (NYSE:CPQ) announced today that its tender offer to purchase all of the outstanding shares of common stock, no par value, of Shopping.com (OTC:IBUY) as described in the Offer to Purchase dated January 15, 1999 has been amended. The new offer reflects a revised offer price of $18.25 per share as compared to Compaq's original offer of $19.00 per share. The reduction in price was negotiated between Compaq and Shopping.com following the disclosure by Shopping.com of additional information, including information regarding the number of shares of common stock and convertible securities outstanding. Compaq is mailing today a supplemental letter to all shareholders of Shopping.com describing this amendment. The board of directors of Shopping.com continues to endorse the offer and recommend that the shareholders of Shopping.com accept the offer from Compaq and tender their shares of common stock to Compaq pursuant to the offer. Company Background Compaq Computer Corporation, a Fortune Global 100 company, is the second largest computer company in the world and the largest global supplier of computer systems. Compaq develops and markets hardware, software, solutions, and services, including industry-leading enterprise computing solutions, fault- tolerant business-critical solutions, networking and communication products, commercial desktop and portable products and consumer PCs. The company is an industry leader in environmentally friendly programs and business practices. Compaq products are sold and supported in more than 100 countries through a network of authorized Compaq marketing partners. Customer support and information about Compaq and its products are available at http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and reseller locations are available by calling 1-800-345-1518. # # # Compaq, Registered U.S. Patent and Trademark Office. Product names mentioned herein may be trademarks and/or registered trademarks of their respective companies.
For further information, contact: Compaq Computer Corporation Jim Finlaw 281-514-6137 jim.finlaw@compaq.com Compaq Computer Corporation Alan E. Hodel 281-518-8932 alan.hodel@compaq.com Compaq Computer Corporation Investor Relations 281-514-9549 Compaq Computer Corporation Investor Relations Fax 800-433-2391
2 EX-99.(A)(12) 4 FAIRNESS OPINION EXHIBIT (a)(12) [TRAUTMAN KRAMER & COMPANY LETTERHEAD] January 20, 1999 To The Board of Directors Shopping.com 2101 East Coast Highway Corona del Mar, CA 92625 We understand that all of the issued and outstanding common shares and certain other equity interests of Shopping.com ("IBUY" or the "Company") are to be acquired by Compaq Interests, Inc., an indirect wholly-owned subsidiary of Compaq Computer Corporation (collectively, "Compaq") for the consideration of not less than $18.25 per share of Common Stock in an all-cash transaction (the "Transaction"). Compaq will indirectly assume all liabilities, both existing and contingent and existing indebtedness at the close of the transaction, and the Company will become a wholly owned subsidiary of Compaq. You have requested our written opinion (the "Opinion") solely as to the matters set forth below. This Opinion values the Company on a "take-out value" basis, giving effect inter alia to the Company's history, operating plan, infrastructure, existing financial condition and value ascribed to the domain name. For purposes of this Opinion, "take-out value" shall be defined as the amount at which the Company would change hands between a willing buyer and a willing seller, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, in an arm's length transaction under present conditions for the sale of comparable business enterprises, as such conditions can be reasonably evaluated by Trautman Kramer & Company, Incorporated ("TKCO"). We have used the same valuation methodologies in determining takeout value for purposes of rendering this Opinion. The term "existing and contingent liabilities" shall mean the stated amount of all existing and contingent liabilities identified to us and valued by responsible officers of the Company, upon whom we have relied without independent verification; no other contingent liabilities will be considered. No representation is made herein, or directly or indirectly by the Opinion, as to any legal matter or as to sufficiency of said definitions for any purpose other than setting forth the scope of TKCO's Opinion hereunder. Notwithstanding the use of the defined terms "take-out value," we have not been engaged to identify prospective purchasers or to ascertain the actual prices at which and terms under which the Company can currently be sold, and we know of no such efforts by others. Because the sale of any business enterprise involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual selling effort, we express no opinion as to whether the Company would actually be sold for the amount we believe to be its fair value and present fair saleable value. Pursuant to the terms of an engagement letter dated January 11, 1999, by and between the Company and TKCO, the Company has agreed to compensate TKCO a $250,000 fee for rendering its opinion assuming a successful close to the Transaction. In the event that the transaction does not occur, the fee will be reduced to $50,000. TKCO has acted as the Company's investment banker on prior occasions and received fees for those services. TKCO and certain of its principals own shares of Common Stock and warrants to acquire Common Stock of the Company. In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have: 1. Reviewed the Company's audited financial statements for the fiscal years ended January 31, 1998 and 1997. 2. Reviewed certain Company interim financial information and interim projections for the 9 months ended October 30, 1998, which the Company's management has identified as the most current information available. 3. Reviewed a revised capitalization table, prepared by the Company dated January 19, 1999 setting forth the outstanding shares of Common Stock as well as all unexercised warrants and options. 4. Reviewed the Company's most-recent Business Plan for its Internet retailing business and on-line auction site; 5. Held discussions with management of the Company to discuss the condition, future prospects, and projected operations and performance of the Company; 6. Reviewed the Company's financial projections dated July 1998 for the fiscal years ended January 31, 1999 through 2002. 7. Reviewed the historical market prices and trading volume for the Company's publicly traded securities; 8. Reviewed other publicly available financial data for the Company and certain companies that we deem comparable to the Company, and other economic and financial matters related to the Company's business operation; and 9. Conducted such other studies, analyses and investigations as we have deemed appropriate. We have relied upon and assumed, without independent verification, that the financial forecasts and projections provided to us have been reasonably prepared and reflect the best currently available estimates of the future financial results and condition of the Company, and that there has been no material adverse change in the assets, financial condition, business or prospects of the Company since the date of the most recent interim financial statement made available to us. We have not independently verified the accuracy and completeness of the information supplied to us with respect to the Company and do not assume any responsibility for it. We have not made any physical inspection or independent appraisal of any of the properties or assets of the Company. Our opinion is necessarily based on business, economic, market and other conditions as they exist and can be evaluated by us at the date of this letter. Our analysis was performed at the request and solely for the benefit of the Board of Directors, and not to offer or provide advice to any other party. Our conclusion in connection therewith does not constitute a recommendation that any stockholder of the Company vote to approve, ratify, disapprove, abstain from voting, act or abstain from acting in connection with any action considered by the stockholders. Based upon and subject to the foregoing, it is our opinion that as of the date hereof, the consideration to be received by common stockholders of the Company in the transaction is fair, from a financial point of view, to the stockholders of the Company. Based on the foregoing, and in reliance thereon, it is our opinion as of the date of this letter that, assuming the Transaction is consummated as proposed, immediately after and giving effect to the Transaction, the take-out value of the Company's operating business and its tangible and intangible assets approximates the value of the consideration presently being offered by Compaq in the proposed Transaction. We further note that we previously issued an opinion on the Transaction on January 11, 1999 which is with your consent, hereby withdrawn in light of certain supplemental information which the Company has provided to us. This Opinion is furnished solely for your benefit and may not be relied upon by any other person without our express, prior written consent. This Opinion is delivered to you subject to the conditions, scope of engagement, limitations and understandings set forth in this Opinion and our engagement letter dated January 11, 1999, and subject to the understanding that the obligations of TKCO in the Transaction are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person of TKCO shall be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of you or your affiliates. TRAUTMAN KRAMER & COMPANY, INCORPORATED /s/ Gregory O. Trautman --------------------------------------- Gregory O. Trautman, CFA President EX-99.(C)(14) 5 AMEND #1 TO THE AGREEMENT AND PLAN OF MERGER EXHIBIT (a)(14) AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, by and between Compaq Computer Corporation ("Parent") and Shopping.com (the "Company"). RECITALS WHEREAS, Parent and the Company have entered into an Agreement and Plan of Merger, dated as of January 11, 1999 (the "Merger Agreement"). WHEREAS, Parent and the Company have agreed to amend the Merger Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Merger Agreement. 2. Per Share Amount. The third recital of the Merger Agreement ---------------- shall be deleted and replaced in its entirety as follows: "WHEREAS, in furtherance thereof, it is proposed that Purchaser make a cash tender offer to acquire all of the issued and outstanding shares of common stock, no par value, of the Company for $18.25 per share, net to the seller in cash; and" 3. Capitalization. Section 3.2 (a) of the Merger Agreement shall be -------------- deleted and replaced in it entirety as follows: "(a) The authorized capital stock of the Company consists of 25,000,000 Shares. As of the date hereof, (i) 8,897,234 Shares are issued and outstanding, (ii) no shares of Company Preferred Stock are issued and outstanding, (iii) pursuant to California law, no Shares are issued and held in the treasury of the Company, (iv) 2,727,200 Shares are reserved for issuance pursuant to outstanding Company Options, and (v) 4,189,276 Shares are reserved for issuance pursuant to outstanding warrants of the Company. All the outstanding shares of the Company's capital stock are, and all Shares which may be issued pursuant to the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. There is no Voting Debt of the Company issued and outstanding. Except as set forth above and except for the Transactions, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding; (ii) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares, or the capital stock of the Company or Affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity." 4. Representations and Warranties of the Company. The Company --------------------------------------------- represents and warrants to Parent and Purchaser as follows: (a) The Company has full corporate power and authority to execute and deliver this Amendment No. 1. The execution, delivery and performance by the Company of this Amendment No. 1 have been duly authorized by the Company Board of Directors and, except for obtaining the approval of its shareholders as contemplated by Section 1.9 of the Merger Agreement, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent, this Amendment No. 1 is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (b) The Company Board of Directors, at a meeting duly called and held or by unanimous written consent, has (i) unanimously determined that the Offer 2 Price, as adjusted pursuant to this Amendment No. 1, is fair to and in the best interests of the shareholders of the Company, and (ii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and approve and adopt this Amendment No. 1 and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified; and (c) The Company has received the opinion of Trautman Kramer & Company dated the date hereof, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's shareholders is fair to the Company's shareholders from a financial point of view, and the copy of such opinion is manually signed, accurate and complete. The Company has been autho rized by Trautman Kramer & Company to permit the inclusion of such opinion in its entirety in the Offer Documents and the Schedule 14D-9 and the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to Trautman Kramer & Company and its counsel. 5. Definitions. "Offer Price" appearing in Section 8.1 of the Merger ----------- Agreement shall be deleted and replaced in its entirety as follows: "Offer Price" shall mean $18.25 per Share net to the seller in cash, or such increased amount, if any, as Purchaser may offer to pay as contemplated by Section 1.1(a). 6. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpreta tion of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. 3 (d) Except as specifically provided herein, the Merger Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Merger Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 4 IN WITNESS WHEREOF, Parent and the Company have caused this Amendment No. 1 to the Merger Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason -------------------------------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer SHOPPING.COM By: /s/ Frank W. Denny -------------------------------------------------- Frank W. Denny President and Chief Executive Officer 5 EX-99.(C)(15) 6 AMEND #1 TO SHAREHOLDER AGMT / ROBERT MCNULTY Exhibit (c)(15) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Robert J. McNulty (in his individual capacity, a ------ "Shareholder"). ----------- RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------ Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Robert J. McNulty ------------------------------ Robert J. McNulty 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Robert J. McNulty (in his individual capacity) Common Stock 1,016,474 ---------------------- Options 200,000 ---------------------- Warrants 317,500 ---------------------- 4 EX-99.(C)(16) 7 AMEND. #1 TO SHAREHOLDER AGMT. / CYBER DEPOT Exhibit (c)(16) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Cyber Depot (the "Shareholder"). ------ ----------- RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------ Earl L. Mason Senior Vice President and Chief Financial Officer CYBER DEPOT By: /s/ Robert J. McNulty ------------------------------ Robert J. McNulty Chief Executive Officer 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Cyber Depot Common Stock 250,000 ---------------------- Options 100,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(17) 8 AMEND. #1 TO SHAREHOLDER AGMT. / KIPLING ISLE Exhibit (c)(17) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Kipling Isle ("Shareholder"). ------ ----------- RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer KIPLING ISLE By: /s/ Paul Hill ------------------------------- Paul Hill Title: 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Kipling Isle Common Stock 66,667 ---------------------- Options 100,000 ---------------------- Warrants 33,334 ---------------------- 4 EX-99.(C)(18) 9 AMEND. #1 TO SHAREHOLDER AGMT. / PAUL HILL Exhibit (c)(18) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Paul Hill (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason --------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Paul Hill ------------------------------ Paul Hill 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Paul Hill (in his individual capacity) Common Stock 0 ---------------------- Options 25,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(19) 10 AMEND. #1 TO SHAREHOLDER AGMT. / ED BRADLEY Exhibit (c)(19) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Ed Bradley (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason -------------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Edward Bradley -------------------------------- Edward Bradley 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock of Ed Bradley (in his individual capacity) Common Stock 0 ---------------------- Options 125,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(20) 11 AMEND. #1 TO SHAREHOLDER AGMT. / MARK WINKER Exhibit (c)(20) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Mark Winkler (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Mark Winkler ------------------------------- Mark Winkler 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Mark Winkler (in his individual capacity) Common Stock 25,000 ---------------------- Options 50,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(21) 12 AMEND. #1 TO SHAREHOLDER AGMT. / KRISTINE WEBSTER Exhibit (c)(21) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Kristine Webster (in her individual capacity, a ------ "Shareholder"). ----------- RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ----------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Kristine Webster -------------------------------- Kristine Webster 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Kristine Webster (in her individual capacity) Common Stock 28,334 ---------------------- Options 37,500 ---------------------- Warrants 4,167 ---------------------- 4 EX-99.(C)(22) 13 AMEND. #1 TO SHAREHOLDER AGMT. / JOHN MARKLEY Exhibit (c)(22) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and John Markley (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ----------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ John Markley ----------------------------- John Markley 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by John Markley (in his individual capacity) Common Stock 0 ---------------------- Options 275,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(23) 14 AMEND. #1 TO SHAREHOLDER AGMT. / FRANK DENNY Exhibit (c)(23) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Frank Denny (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ----------------------------- Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Frank Denny -------------------------------- Frank Denny 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Frank Denny (in his individual capacity) Common Stock 0 ---------------------- Options 1,175,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(24) 15 AMEND. #1 TO SHAREHOLDER AGMT. / PAT DEMICCO Exhibit (c)(24) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Pat Demicco (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------ Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Pat Demicco ------------------------------ Pat Demicco 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Pat Demicco (in his individual capacity) Common Stock 3,433 ---------------------- Options 175,000 ---------------------- Warrants 0 ---------------------- 4 EX-99.(C)(25) 16 AMEND. #1 TO SHAREHOLDER AGMT. / RANDY READ Exhibit (c)(25) AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20, --------------- 1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"), --------------------- dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware corporation (the "Parent"), and Randy Read (in his individual capacity, a ------ "Shareholder"). - ------------ RECITALS WHEREAS, Parent and Shareholder have agreed to amend the Shareholder Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Definitions. Capitalized terms used and not otherwise defined in ----------- this Amendment No. 1 shall have the respective meanings assigned to such terms in the Shareholder Agreement. 2. Purchase and Sale of Shares. Section 3 of the Shareholder --------------------------- Agreement shall be deleted and replaced in its entirety as follows: "The Shareholder hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Parent shall cause Purchaser to agree to purchase all the Shares so tendered at a price per Share equal to $18.25 per Share or any higher price that may be paid in the Offer; provided, -------- however, that Purchaser's obligation to accept for payment and pay for the - ------- Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto." 3. Annex I. Annex I to the Shareholder Agreement which sets forth ------- the Shareholder's beneficial ownership of the shares of Common Stock and/or Options shall be deleted and replaced in its entirety by Annex I to this Amendment No. 1. 4. Miscellaneous. ------------- (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not effect in any way the meaning or interpretation of this Amendment No. 1. (b) This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. (c) This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of laws thereof. (d) Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Shareholder Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. 2 IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment No. 1 to the Shareholder Agreement be duly executed and delivered as of the date first written above. COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ------------------------------ Earl L. Mason Senior Vice President and Chief Financial Officer /s/ Randolph C. Read --------------------------------- Randolph C. Read ICMG Holdings, Inc. By: /s/ Randolph C. Read ------------------------------ Randolph C. Read President 3 ANNEX I Ownership of Common Stock, Warrants or Options to Purchase Common Stock by Randolph C. Read (in his individual capacity) Common Stock 0 ---------------------- Options 10,000 ---------------------- Warrants 0 ---------------------- Ownership of Common Stock, Warrants or Options to Purchase Common Stock by ICMG Holdings, Inc. (in its corporate capacity) Common Stock 0 ---------------------- Options 65,000 ---------------------- Warrants 0 ---------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----