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.