-----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, D36vRe5N5njqR7ZF8vWliu6ZwG5/nxlF1BIds/nSQuFyfevFuaz87BcWO/T7FjQQ TuO+1YAVuS49YifWRU6E9A== 0000912057-01-002020.txt : 20010131 0000912057-01-002020.hdr.sgml : 20010131 ACCESSION NUMBER: 0000912057-01-002020 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: 3570 IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS EX SEC ACT: SEC FILE NUMBER: 333-49678 FILM NUMBER: 1511070 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 POS AM 1 a2035751zposam.txt POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001 REGISTRATION NO. 333-49678 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HEWLETT-PACKARD COMPANY (Exact name of registrant as specified in its charter) DELAWARE 3570 94-1081436 (State or other jurisdiction (Primary Standard (IRS Employer of incorporation or Industrial Classification Identification No.) organization) Code Number)
3000 HANOVER STREET PALO ALTO, CALIFORNIA 94304 (650) 857-1501 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ANN O. BASKINS, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CALIFORNIA 94304 (650) 857-1501 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: Kenton J. King, Esq. Charles N. Charnas, Esq. Michael P. Gallagher, Esq. Skadden, Arps, Slate, Meagher & Flom Assistant Secretary and Pepper Hamilton LLP LLP 525 University Avenue, Suite 220 Senior Managing Counsel 1235 Westlakes Drive, Suite 400 Palo Alto, California 94301 Hewlett-Packard Company Berwyn, Pennsylvania 19312 (650) 470-4500 3000 Hanover Street (610) 640-7800 Palo Alto, California 94304 (650) 857-1501
------------------------ Approximate Date of Commencement of Proposed Sale to Public: As soon as practicable after this registration statement becomes effective and upon consummation of the transactions described in the enclosed prospectus. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) EXHIBITS
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 2(a) Master Separation and Distribution Agreement between Hewlett-Packard Company and Agilent Technologies, Inc. effective as of August 12, 1999, which appears as Exhibit 2 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 2(b) Agreement and Plan of Merger dated as of October 24, 2000, among Hewlett-Packard Company, Beta Acquisition Corporation and Bluestone Software, Inc. (included as Appendix A to the prospectus/proxy statement).* 2(c) Stock Option Agreement between Hewlett-Packard Company and Bluestone Software, Inc., dated as of October 24, 2000 (included as Appendix B to the prospectus/proxy statement).* 2(d) Voting Agreement among Hewlett-Packard Company, Bluestone Software, Inc. and certain stockholders of Bluestone Software, Inc. (included as Appendix C to the prospectus/proxy statement).* 3(a) Registrant's Amended and Restated Certificate of Incorporation, which appears as Exhibit 3(a) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1998, which exhibit is incorporated herein by reference. 3(b) Registrant's Amended By-Laws, which appears as Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 4(a) Indenture dated as of October 14, 1997 among Registrant and Chase Trust Company of California regarding Liquid Yield Option Notes due 2017 which appears as Exhibit 4.2 to Registrant's Registration Statement on Form S-3 (Registration No. 333-44113), which exhibit is incorporated herein by reference. 4(b) Supplemental Indenture dated as of March 16, 2000 among Registrant and Chase Trust Company of California regarding Liquid Yield Option Notes due 2017 which appears as Exhibit 4(b) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, which exhibit is incorporated herein by reference. 4(c) Form of Registrant's 7.15% Global notes due June 15, 2005 and related Officers' Certificate, which appear as Exhibits 4.1 and 4.3 to Registrant's Form 8-K filed on June 15, 2000, which exhibits are incorporated herein by reference. 4(d) Senior Indenture, which appears as Exhibit 4.1 to Registrant's Registration Statement on Form S-3 dated February 18, 2000, as amended by Amendment No. 1 thereto dated March 17, 2000 (Registration No. 333-30786), which exhibit is incorporated herein by reference. 5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.* 8(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP.** 8(b) Tax opinion of Pepper Hamilton LLP.** 10(a) Registrant's 1985 Incentive Compensation Plan, as amended, which appears as Exhibit 10(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(b) Registrant's 1985 Incentive Compensation Plan, as amended, stock option agreement, which appears as Exhibit 10(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 10(c) Registrant's Excess Benefit Retirement Plan, amended and restated as of November 1, 1999 which appears as Exhibit 10(c) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, which exhibit is incorporated by reference herein. 10(d) Registrant's 1990 Incentive Stock Option Plan, as amended, which appears as Exhibit 10(d) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(e) Registrant's 1990 Incentive Stock Option Plan, as amended, stock option agreement, which appears as Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(f) Registrant's 1995 Incentive Stock Plan, as amended, which appears as Exhibit 10(f) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(g) Registrant's 1995 Incentive Stock Plan, as amended, stock option and restricted stock agreements, which appears as Exhibit 10(g) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(h) Registrant's 1997 Director Stock Plan which appears as Exhibit 99 to Registrant's Form S-8 filed on March 7, 1997, which exhibit is incorporated herein by reference. 10(i) Registrant's Executive Deferred Compensation Plan, Amended and Restated effective November 1, 1999, which appears as Exhibit 10(i) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(j) VeriFone, Inc. Amended and Restated 1992 Non-Employee Directors' Stock Option Plan which appears as Exhibit 99.1 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(k) VeriFone, Inc. Amended and Restated Incentive Stock Option Plan and form of agreement which appears as Exhibit 99.2 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(l) VeriFone, Inc. Amended and Restated 1987 Supplemental Stock Option Plan and form of agreement which appears as Exhibit 99.3 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(m) Enterprise Integration Technologies Corporation 1991 Stock Plan and form of agreement which appears as Exhibit 99.4 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(n) VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan which appears as Exhibit 99.1 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(o) Registrant's 1998 Subsidiary Employee Stock Purchase Plan and the Subscription Agreement which appear as Appendices E and E-1 to Registrant's Proxy Statement dated January 12, 1998, respectively, which appendices are incorporated herein by reference. 10(p) Transition Agreement, dated May 20, 1999, between Registrant and Lewis E. Platt which appears as Exhibit 10(ee) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(q) Employment Agreement, dated May 20, 1999, between Registrant and Robert P. Wayman which appears as Exhibit 10(ff) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(r) Employment Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(gg) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 10(s) Executive Transition Program which appears as Exhibit 10(hh) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(t) Incentive Stock Plan Stock Option Agreement (Non-Qualified), dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(ii) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(u) Restricted Stock Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(jj) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(v) Restricted Stock Unit Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(kk) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(w) Registrant's 2000 Stock Plan which appears as Appendix A to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 10(x) Registrant's 2000 Employee Stock Purchase Plan which appears as Appendix B to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 10(y) Registrant's Pay-for-Results Plan which appears as Appendix C to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 23(a) Consent of Independent Accountants (Hewlett-Packard Company).* 23(b) Consent of Independent Accountants (Bluestone Software, Inc.).* 23(c) Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5).* 23(d) Consent of Deutsche Bank Securities Inc.* 24 Power of Attorney.* 99(a) Form of Bluestone Software, Inc. Proxy.* 99(b) Opinion of Deutsche Bank Securities Inc., dated October 24, 2000 (included as Appendix D to the prospectus/proxy statement).*
- - ------------------------ * Previously filed. ** Filed herewith. (b) FINANCIAL STATEMENT SCHEDULES No schedules are included in the foregoing financial statements because the required information is inapplicable or is presented in the financial statements or related notes thereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California, on the 18th day of January, 2001. HEWLETT-PACKARD COMPANY By: /s/ CHARLES N. CHARNAS ----------------------------------------- Charles N. Charnas ASSISTANT SECRETARY AND SENIOR MANAGING COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ CARLETON S. FIORINA* President, Chief Executive Officer ------------------------------------ and Chairman of the Board January 18, 2001 Carleton S. Fiorina (Principal Executive Officer) Executive Vice President Finance and /s/ ROBERT P. WAYMAN* Administration, Chief Financial ------------------------------------ Officer and Director (Principal January 18, 2001 Robert P. Wayman Financial Officer) /s/ RAYMOND W. COOKINGHAM* ------------------------------------ Vice President and Controller January 18, 2001 Raymond W. Cookingham (Principal Accounting Officer) /s/ PHILIP M. CONDIT* ------------------------------------ Director January 18, 2001 Philip M. Condit /s/ RICHARD A. HACKBORN* ------------------------------------ Director January 18, 2001 Richard A. Hackborn /s/ DR. GEORGE A. KEYWORTH II* ------------------------------------ Director January 18, 2001 Dr. George A. Keyworth II /s/ SUSAN P. ORR* ------------------------------------ Director January 18, 2001 Susan P. Orr
*By: /s/ CHARLES N. CHARNAS ------------------------------ Charles N. Charnas (ATTORNEY-IN-FACT)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 2(a) Master Separation and Distribution Agreement between Hewlett-Packard Company and Agilent Technologies, Inc. effective as of August 12, 1999, which appears as Exhibit 2 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 2(b) Agreement and Plan of Merger dated as of October 24, 2000, among Hewlett-Packard Company, Beta Acquisition Corporation and Bluestone Software, Inc. (included as Appendix A to the prospectus/proxy statement).* 2(c) Stock Option Agreement between Hewlett-Packard Company and Bluestone Software, Inc., dated as of October 24, 2000 (included as Appendix B to the prospectus/proxy statement).* 2(d) Voting Agreement among Hewlett-Packard Company, Bluestone Software, Inc. and certain stockholders of Bluestone Software, Inc. (included as Appendix C to the prospectus/proxy statement).* 3(a) Registrant's Amended and Restated Certificate of Incorporation, which appears as Exhibit 3(a) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1998, which exhibit is incorporated herein by reference. 3(b) Registrant's Amended By-Laws, which appears as Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 4(a) Indenture dated as of October 14, 1997 among Registrant and Chase Trust Company of California regarding Liquid Yield Option Notes due 2017 which appears as Exhibit 4.2 to Registrant's Registration Statement on Form S-3 (Registration No. 333-44113), which exhibit is incorporated herein by reference. 4(b) Supplemental Indenture dated as of March 16, 2000 among Registrant and Chase Trust Company of California regarding Liquid Yield Option Notes due 2017 which appears as Exhibit 4(b) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, which exhibit is incorporated herein by reference. 4(c) Form of Registrant's 7.15% Global notes due June 15, 2005 and related Officers' Certificate, which appear as Exhibits 4.1 and 4.3 to Registrant's Form 8-K filed on June 15, 2000, which exhibits are incorporated herein by reference. 4(d) Senior Indenture, which appears as Exhibit 4.1 to Registrant's Registration Statement on Form S-3 dated February 18, 2000, as amended by Amendment No. 1 thereto dated March 17, 2000 (Registration No. 333-30786), which exhibit is incorporated herein by reference. 5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.* 8(a) Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP.** 8(b) Tax opinion of Pepper Hamilton LLP.** 10(a) Registrant's 1985 Incentive Compensation Plan, as amended, which appears as Exhibit 10(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(b) Registrant's 1985 Incentive Compensation Plan, as amended, stock option agreement, which appears as Exhibit 10(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(c) Registrant's Excess Benefit Retirement Plan, amended and restated as of November 1, 1999 which appears as Exhibit 10(c) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, which exhibit is incorporated by reference herein.
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 10(d) Registrant's 1990 Incentive Stock Option Plan, as amended, which appears as Exhibit 10(d) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(e) Registrant's 1990 Incentive Stock Option Plan, as amended, stock option agreement, which appears as Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(f) Registrant's 1995 Incentive Stock Plan, as amended, which appears as Exhibit 10(f) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(g) Registrant's 1995 Incentive Stock Plan, as amended, stock option and restricted stock agreements, which appears as Exhibit 10(g) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(h) Registrant's 1997 Director Stock Plan which appears as Exhibit 99 to Registrant's Form S-8 filed on March 7, 1997, which exhibit is incorporated herein by reference. 10(i) Registrant's Executive Deferred Compensation Plan, Amended and Restated effective November 1, 1999, which appears as Exhibit 10(i) to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, which exhibit is incorporated herein by reference. 10(j) VeriFone, Inc. Amended and Restated 1992 Non-Employee Directors' Stock Option Plan which appears as Exhibit 99.1 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(k) VeriFone, Inc. Amended and Restated Incentive Stock Option Plan and form of agreement which appears as Exhibit 99.2 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(l) VeriFone, Inc. Amended and Restated 1987 Supplemental Stock Option Plan and form of agreement which appears as Exhibit 99.3 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(m) Enterprise Integration Technologies Corporation 1991 Stock Plan and form of agreement which appears as Exhibit 99.4 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(n) VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan which appears as Exhibit 99.1 to Registrant's Form S-8 filed on July 1, 1997, which exhibit is incorporated herein by reference. 10(o) Registrant's 1998 Subsidiary Employee Stock Purchase Plan and the Subscription Agreement which appear as Appendices E and E-1 to Registrant's Proxy Statement dated January 12, 1998, respectively, which appendices are incorporated herein by reference. 10(p) Transition Agreement, dated May 20, 1999, between Registrant and Lewis E. Platt which appears as Exhibit 10(ee) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(q) Employment Agreement, dated May 20, 1999, between Registrant and Robert P. Wayman which appears as Exhibit 10(ff) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(r) Employment Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(gg) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(s) Executive Transition Program which appears as Exhibit 10(hh) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - - --------------------- ------------------------------------------------------------ 10(t) Incentive Stock Plan Stock Option Agreement (Non-Qualified), dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(ii) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(u) Restricted Stock Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(jj) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(v) Restricted Stock Unit Agreement, dated July 17, 1999, between Registrant and Carleton S. Fiorina which appears as Exhibit 10(kk) to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999, which exhibit is incorporated herein by reference. 10(w) Registrant's 2000 Stock Plan which appears as Appendix A to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 10(x) Registrant's 2000 Employee Stock Purchase Plan which appears as Appendix B to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 10(y) Registrant's Pay-for-Results Plan which appears as Appendix C to Registrant's Proxy Statement dated January 18, 2000, which appendix is incorporated herein by reference. 23(a) Consent of Independent Accountants (Hewlett-Packard Company).* 23(b) Consent of Independent Accountants (Bluestone Software, Inc.).* 23(c) Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5).* 23(d) Consent of Deutsche Bank Securities Inc.* 24 Power of Attorney.* 99(a) Form of Bluestone Software, Inc. Proxy.* 99(b) Opinion of Deutsche Bank Securities Inc., dated October 24, 2000 (included as Appendix D to the prospectus/proxy statement).*
- - ------------------------ * Previously filed. ** Filed herewith. EX-8.(A) 2 a2035751zex-8_a.txt EX-8.(A) EXHIBIT 8(a) [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD] January 18, 2001 Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 Re: TAX OPINION Ladies and Gentlemen: We have acted as counsel to Hewlett-Packard Company ("Parent"), a Delaware corporation, in connection with (i) the Merger, as defined and described in the Agreement and Plan of Merger, dated as of October 24, 2000 (the "Merger Agreement"), by and among Parent, Beta Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") and Bluestone Software, Inc., a Delaware corporation (the "Company"), and (ii) the preparation and filing of the Registration Statement with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on December 12, 2000 (the "Registration Statement"), which includes the Proxy Statement/Prospectus of the Company (the "Proxy Statement/Prospectus"). This opinion is being furnished to you, at your request, in connection with the provisions of Section 7.2(g) of the Merger Agreement. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Merger Agreement. In connection with this opinion, we have examined the Merger Agreement, the Proxy Statement/ Prospectus and such other documents and corporate records as we have deemed necessary or appropriate in order to enable us to render the opinion below. We have relied upon statements, representations and covenants made by Parent, Merger Sub and the Company, including representations and covenants set forth in letters from Parent, Merger Sub and the Company dated the date hereof, and we have assumed that such statements and representations are true without regard to any qualifications as to knowledge or belief. For purposes of this opinion, we have assumed: (i) the validity and accuracy of the documents and corporate records that we have examined and the facts and representations con-cerning the Merger that have come to our attention during our engagement; (ii) the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents; (iii) that the Merger will be carried out in accordance with the terms of the Merger Agreement and as described in the Registration Statement and that none of the terms and conditions contained therein will have been waived or modified in any respect prior to the Effective Time; (iv) that the Merger will be reported by Parent, Merger Sub and Company on their respective federal income tax returns in a manner consistent with the opinion set forth below and (v) that each of the Merger and the Upstream Merger will qualify as a statutory merger under the applicable laws of the State of Delaware. Our opinion is conditioned upon, among other things, the initial and continuing accuracy and completeness of the items described above on which we are relying. In rendering our opinion, we have considered the applicable provisions of the Code, Treasury Department regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service (the "Service") and such other authorities as we have considered relevant. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time, possibly with retroactive effect. A change in the authorities or the accuracy or completeness of any of the facts, information, documents, corporate records, covenants, statements, representations or assumptions on which our opinion is based could affect our conclusions. Hewlett-Packard Company January 18, 2001 Page 2 Based on and subject to the foregoing, and subject to the assumptions and quali-fications set forth in the discussion in the Proxy Statement/Prospectus under the heading "Material United States Federal Income Tax Consequences," it is our opinion that the Merger will qualify, either alone or taken together with the Upstream Merger, as a "reorganization" within the meaning of Section 368(a) of the Code. This opinion is limited to the tax matters specifically addressed herein. We have not been asked to address, nor have we addressed, any other tax consequences of the Merger, including, but not limited to, any other federal, state, local, foreign, transfer, sales, or use tax consequences. Further, there can be no assurances that the opinion expressed herein will be accepted by the Service or, if challenged, by a court. This opinion is expressed as of the date hereof, and we undertake no obligation to supplement or revise our opinion to reflect any changes (including changes that could have retroactive effect) in applicable law or in any fact, information, document, corporate record, covenant, statement, representation or assumption stated herein that becomes untrue or incorrect. This letter is being provided to Parent for use in connection with the Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus, and is not to be used, circulated, quoted, or otherwise referred to for any other purpose without our express written permission. In accordance with the require-ments of Item 601(b)(8) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions "Material United States Federal Income Tax Consequences" and "Legal Matters" in the Proxy Statement/Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP EX-8.(B) 3 a2035751zex-8_b.txt EX-8.(B) EXHIBIT 8(b) [PEPPER HAMILTON LLP LETTERHEAD] January 18, 2001 Bluestone Software, Inc. 300 Stevens Drive Philadelphia, PA 19113-4597 Ladies and Gentlemen: We have acted as counsel to Bluestone Software, Inc., a Delaware corporation (the "Company"), in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of October 24, 2000 (the "Merger Agreement"), by and among the Company, Hewlett-Packard Company, a Delaware corporation ("Parent"), and Beta Acquisition Corporation, a Delaware corporation ("Sub"). This opinion is being issued pursuant to Section 7.3(c) of the Merger Agreement. Capitalized terms not otherwise defined herein have the meaning given to them in the Merger Agreement. Pursuant to the Agreement, Sub will be merged with and into the Company, with the Company being the surviving corporation (the "Merger"). In the Merger, each share of Company Common Stock will be converted into the right to receive .4866 of a fully paid and nonassessable share of Parent Common Stock, and each share of Sub Common Stock will be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation. Stockholders of the Company will receive cash in lieu of fractional interests in shares of Parent Common Stock incident to the Merger. Parent has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (as amended, the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the shares of Parent Common Stock to be issued in the Merger. This opinion letter is being furnished in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Merger Agreement, the Stock Option Agreement dated October 24, 2000, by the Company in favor of Parent (collectively, the "Transaction Documents"), and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, we have assumed that (i) the Merger will be consummated in the manner contemplated by the Registration Statement and in accordance with the provisions of the Merger Agreement; (ii) the statements concerning the transaction set forth in the Transaction Documents are true, correct and complete and will continue to be true, correct and complete at all times; (iii) the representations made to us by Parent, Sub, and the Company in their letters to us dated the date hereof, upon which we are relying for purposes of this opinion (such letters, the "Representation Letters"), are true, correct and complete; and (iv) any representations made in the Merger Agreement or the Representation Letters that are "to the best knowledge of" or similarly qualified are correct, in each case without such qualification. We have also assumed that the shares of Company Common Stock are held as capital assets by the stockholders of the Company. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the completeness and authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the completeness and authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company we have assumed that such Bluestone Software, Inc. January 18, 2001 Page 2 parties had the power and authority to enter into and perform their obligations thereunder and have also assumed the due authorization, execution and delivery by such parties of such documents. Based upon and subject to the foregoing, and subject to the qualifications and exceptions heretofore and hereinafter set forth, it is our opinion that the Merger (taking into account the Upstream Merger) will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. We have not been asked to address, and we have not addressed, any other federal income tax considerations or any state, local, foreign, or other tax considerations relating to the Merger. If any of the information on which we have relied is incorrect, or if changes in the relevant facts occur after the date hereof, our opinion could be affected thereby. Moreover, our opinion is based on the Internal Revenue Code of 1986, as amended, applicable Treasury regulations promulgated thereunder, and Internal Revenue Service rulings, procedures, and other pronouncements published by the United States Internal Revenue Service. These authorities are all subject to change, and such change may be made with retroactive effect. We can give no assurance that, after such change, our opinion would not be different. This opinion is not binding on the Internal Revenue Service, and there can be no assurance, and none is hereby given, that the Internal Revenue Service will not take a position contrary to one or more of the positions reflected in the foregoing opinion, or that our opinion will be upheld by the courts if challenged by the Internal Revenue Service. We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement, the reference to this opinion letter under the heading "Material United States Federal Income Tax Consequences of the Mergers" in the Proxy Statement--Prospectus which forms a part of the Registration Statement and the reference to our firm under the heading "Legal Matters" in such Proxy Statement--Prospectus. In giving such consent we do not thereby admit or imply that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion may be relied upon solely by the Company. Very truly yours, /s/ PEPPER HAMILTON LLP -----END PRIVACY-ENHANCED MESSAGE-----