S-8

QuickLinks -- Click here to rapidly navigate through this document

As Filed with the Securities and Exchange Commission on March 28, 2002.

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Exact name of issuer as specified in its charter:

HEWLETT-PACKARD COMPANY

State or other jurisdiction of
incorporation or organization:
Delaware I.R.S. Employer
Identification No.:
94-1081436

Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304

Full title of the plans:

Indigo N.V. Flexible Stock Incentive Plan
Indigo N.V. 1996 International Flexible Stock Incentive Plan

Name and address of agent for service:
ANN O. BASKINS
Vice President, General Counsel and Secretary
3000 Hanover Street, Palo Alto, California 94304

Telephone Number, including area code, of agent for service: (650) 857-1501

CALCULATION OF REGISTRATION FEE CHART

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock $0.01 per share par value to be issued under the Indigo N.V. Flexible Stock Incentive Plan	517,055	$2.31 - $32.58	$  1,788,159	$165
Indigo N.V. 1996 International Flexible Stock Incentive Plan	2,602,085	$5.37 - $32.26	$24,241,773	$2,231
Total	3,119,140		$26,029,932	$2,396

1.

Plus such indeterminable number of additional shares as may be issued as a result of an adjustment in the shares in the event of a stock split, stock dividend or similar capital adjustment, as required by the Plans.

2.

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which were filed by Hewlett-Packard Company ("HP") with the Securities and Exchange Commission, and any future filings made by HP with the Securities and Exchange Commission (the "Commission") under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof form the date of filing of such documents:

•

Annual report on Form 10-K for the fiscal year ended October 31, 2001, filed with the Commission on January 29, 2002 as amended on Form 10-K/A filed with the Commission on January 30, 2002;



•

Quarterly report on Form 10-Q for the quarter ended January 31, 2002, filed with the Commission on March 12, 2002;



•

Current report on Form 8-K, dated November 5, 2001, filed with the Commission on November 6, 2001;



•

Current report on Form 8-K, dated November 14, 2001, filed with the Commission on November 14, 2001;



•

Current report on Form 8-K, dated November 15, 2001, filed with the Commission on November 16, 2001;



•

Current report on Form 8-K, dated November 29, 2001, filed with the Commission on November 30, 2001;



•

Current report on Form 8-K, dated December 7, 2001, filed with the Commission on December 7, 2001;



•

Current report on Form 8-K, dated February 13, 2002, filed with the Commission on February 14, 2002;



•

Current report on Form 8-K, dated February 14, 2002, filed with the Commission on February 14, 2002;



•

Current report on Form 8-K, dated February 27, 2002, filed with the Commission on February 27, 2002;



•

Current report on Form 8-K, dated March 14, 2002, filed with the Commission on March 15, 2002;



•

The description of HP's common stock contained in our registration statement on Form 8-A, filed with the Commission on or about November 6, 1957 and any amendment or report filed with the Commission for the purposes of updating such description; and



•

The description of HP's preferred share purchase rights contained in our registration statement on Form 8-A, filed with the Commission on September 4, 2001 and any amendment or report filed with the Commission for the purpose of updating such description.

2

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law ("Delaware Law") authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Company's bylaws provide for the indemnification of the directors, officers or employees to the maximum extent permitted by Delaware law. The bylaws also provide that the Company shall not be required to provide indemnification in connection with any proceeding initiated by such person unless the proceeding in which the indemnification is sought was authorized by the Board of Directors.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1	Indigo N.V. Flexible Stock Incentive Plan
4.2	Indigo N.V. 1996 International Flexible Stock Incentive Plan
5	Opinion re legality.
23.1	Consent of Counsel. Contained with the opinion filed as Exhibit 5 hereto and incorporated herein by reference.
23.2	Consent of Independent Auditors.
23.3	Consent of Independent Auditors.
23.4	Consent of Independent Accountants.
23.5	Consent of Independent Accountants.
24	Powers of attorney. Contained in the signature pages (pages 5 - 6) of this Form S-8 Registration Statement and incorporated herein by reference.

Item 9. Undertakings.

(a)

The undersigned registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



i.

To include any prospectus required by section 10(a)(3) of the Securities Act;



ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

3

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.




2.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, state of California, on this 25th day of March, 2002.

HEWLETT-PACKARD COMPANY

/s/ Charles N. Charnas Charles N. Charnas
  Assistant Secretary
  and Senior Managing Counsel

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Ann O. Baskins and Charles N. Charnas, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the Form S-8 Registration Statement pertaining to the Indigo N.V. Flexible Stock Incentive Plan and the Indigo N.V. 1996 International Flexible Stock Incentive Plan, and any or all amendments (including post-effective amendments) to said Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and any Amendments to Registration Statements have been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Carleton S. Fiorina Carleton S. Fiorina	Chairman, President and Chief Executive Officer (Principal Executive Officer)	March 25, 2002
/s/ Robert P. Wayman Robert P. Wayman	Executive Vice President Finance and Administration (Chief Financial Officer) and Director	March 25, 2002
/s/ Jon E. Flaxman Jon E. Flaxman	Vice President and Controller (Principal Accounting Officer)	March 25, 2002

5

/s/ Philip M. Condit Philip M. Condit	Director	March 25, 2002
/s/ Patricia C. Dunn Patricia C. Dunn	Director	March 23, 2002
/s/ Sam Ginn Sam Ginn	Director	March 28, 2002
/s/ Richard A. Hackborn Richard A. Hackborn	Director	March 25, 2002
Walter B. Hewlett	Director
/s/ George A. Keyworth George A. Keyworth	Director	March 25, 2002
/s/ Robert E. Knowling Jr. Robert E. Knowling Jr.	Director	March 25, 2002

6

EXHIBIT INDEX

Exhibit No.
4.1	Indigo N.V. Flexible Stock Incentive Plan.
4.2	Indigo N.V. 1996 International Flexible Stock Incentive Plan.
5	Opinion re legality.
23.1	Consent of Counsel. Contained with the opinion filed as Exhibit 5 hereto and incorporated herein by reference.
23.2	Consent of Independent Auditors.
23.3	Consent of Independent Auditors.
23.4	Consent of Independent Accountants.
23.5	Consent of Independent Accountants.
24	Powers of attorney. Contained in the signature pages (pages 5-6) of this Form S-8 Registration Statement and incorporated herein by reference.

7

QuickLinks

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.

SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-4.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.1

Flexible Stock Incentive Plan

1.

ESTABLISHMENT, PURPOSE, AND DEFINITIONS.

        a.    There is hereby adopted the Flexible Stock Incentive Plan (the "Plan") of Indigo N.V. (the "Company").

        b.    The purpose of the Plan is to provide a means whereby eligible individuals (as defined in paragraph 4 below) can acquire Common Stock of the Company (the "Stock"). The plan provides employees (including officers and directors who are employees) of the Company and of its Affiliates (as hereinafter defined) an opportunity to purchase shares of Stock pursuant to options. The Plan also provides for the sale or bonus of Stock to eligible individuals in connection with the performance of services for the Company or its Affiliates. Moreover, the Plan authorizes the grant of stock appreciation rights ("SARs"), either separately or in tandem with stock options, entitling holders to cash compensation measured by appreciation in the value of the Stock. Options may be granted either on the basis of past or future services ("Service Options") or on the basis of performance ("Performance Options"). The Plan also allows for sub-plans with respect to the Company or an Affiliate, or with respect to citizens or residents of one or more countries, provided the sub-plan is no less restrictive than the Plan.

        c.    The term "Affiliates" as used in the Plan means parent or subsidiary corporations of the Company and of Indigo Ltd., a Bermuda company ("Indigo Ltd."), including parents or subsidiaries which become such after adoption of the Plan.

2.

ADMINISTRATION OF THE PLAN

        a.    The Plan shall be administered by the Supervisory Board of the Company (the "Board"). The Board may delegate the responsibility for administering the Plan to a committee, under such terms and conditions as the Board shall determine (the "Committee"). The Committee shall include representatives of a Managing Director of the Company and an officer or director of Indigo Ltd. Members of the Committee shall serve at the pleasure of the Board. The Committee shall select one of its members as chairman, and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum and acts of the Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. If the Board does not delegate administration of the Plan to the Committee, then each reference in this Plan to "the Committee" shall be construed to refer to the Board. No member of the Board or the Committee shall be liable to any person for any action, determination or inaction with respect to the Plan which is taken or made in good faith.

        b.    In the event that the Company becomes subject to the requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), then, notwithstanding the provisions of Section 2(a) hereof, (i) the Committee shall consist of two or more members of the Board or such lesser number of members of the Board as permitted by Rule 16b-3 and (ii) none of the members of the Committee shall receive, while serving on the Committee, or during the one-year period preceding appointment to the Committee, a grant or award of equity securities under (a) the Plan or (b) any other plan of the Company or its Affiliates under which the participants are entitled to acquire Stock (including restricted Stock), stock options, stock bonuses, related rights or stock appreciation rights of the Company or any of its Affiliates, other than pursuant to transactions in any such other plan which do not disqualify a director from being a disinterested person under Rule 16b-3. The limitations set forth in this Section 2(b) shall automatically incorporate any additional requirements that may in the future be necessary for the Plan to comply with Rule 16b-3.

8

        c.    The Committee shall determine which eligible individuals (as defined in paragraph 4, below) shall be granted options under the Plan, the timing of such grants, the terms thereof (including any restrictions on the Stock), and the number of shares subject to such options.

        d.    The Committee may amend the terms of any outstanding option granted under this Plan, but any amendment which would adversely affect the optionee's rights under an outstanding option shall not be made without the optionee's written consent. The Committee may, with the optionee's written consent, cancel any outstanding stock option or accept any outstanding stock option in exchange for a new option.

        e.    The Committee shall also determine which eligible individuals (as defined in paragraph 4, below) shall be issued Stock or SARs under the Plan, the timing of such grants, the terms thereof (including any restrictions), and the number of shares or SARs to be granted. The Stock shall be issued for such consideration (if any) as the Committee deems appropriate. Stock issued subject to restrictions shall be evidenced by a written agreement (the "Restricted Stock Purchase Agreement" or the "Restricted Stock Bonus Agreement"). The Committee may amend any Restricted Stock Purchase Agreement, but any amendment which would adversely affect the individual's rights to the Stock shall not be made without his or her written consent.

        f.      The Committee shall have the sole authority, in its absolute discretion to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and the regulations, and the instruments evidencing options or Stock granted under the Plan, and to make all other determinations deemed necessary Or advisable for the administration of the Plan. All decisions, determinations, and interpretations of the committee shall be binding on all participants.

3.

STOCK SUBJECT TO THE PLAN.

        a.    An aggregate of not more than 19,315 (386,300 after a proposed 20-to-1 stock split) shares of Stock shall be available for the grant of Stock Options or the issuance of Stock or SARs under the Plan, of which not more than 10,315 (206,300 after a proposed 20-to-1 stock split) may be for Service Options and Stock and stock appreciation rights granted on the basis of past or present service and not more than 9,000 (180,000 after a proposed 20-to-I stock split) may be for Performance Options and Stock and stock appreciation rights granted on the basis of performance. If an option is surrendered (except surrender for shares of Stock) or for any other reason ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option had not been exercised shall continue to be available under the Plan.

        b.    If there is any change in the Stock subject to the Plan, the Stock subject to a Restricted Stock Purchase Agreement or Restricted Stock Bonus Agreement or an SAR Agreement, or the Stock subject to any option granted under the Plan, through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of two percent), or other change in the corporate structure of the Company, appropriate adjustments shall be made by the Committee in order to preserve but not to increase the benefits to the individual, including adjustments to the aggregate number and kind of shares subject to the Plan, or to a Restricted Stock Purchase Agreement, Restricted Stock Bonus Agreement, or a SAR Agreement, and the number and kind of shares and the price per share subject to outstanding options.

4.

ELIGIBLE INDIVIDUALS

        Individuals who shall be eligible to have granted to them the options or Stock provided for by the Plan shall be such employees, including officers and directors who are employees of the Company or an Affiliate, as the Committee, in its discretion, shall designate from time to time.

9

5.

THE OPTION PRICE.

        The exercise price of the Stock covered by each stock option shall be as determined by the Committee, provided that in no case shall the joint exercise price of any paired Company option and Indigo Ltd. option be less than 80% of the Common Stock Value at the time of issuance of such paired options ("Date of Grant"). The "Common Stock Value" at any time shall be equal to the then current fair market value of the Company Common Stock and the Indigo Ltd. Common Stock, as determined by the Committee and agreed to by the Investor Representative, if any, appointed under section 3(g) of the Stock Purchase Agreement (the "Stock Purchase Agreement") by and among Spectrum Sciences N.V., Spectrum Sciences Ltd. and S-C Indigo CV and dated as of February 25, 1993 (the "Investor Representative"). If the Committee and the Investor Representative are unable to agree on the fair market value, then the fair market value shall be determined by an independent valuation expert satisfactory to the Committee and the Investor Representative. The fair market value as determined by such independent valuation expert shall be conclusive. The exercise price of an option shall be subject to adjustment to the extent provided in paragraph 3(b) above.

6.

TERMS AND CONDITIONS OF OPTIONS.

        a.    Each option granted pursuant to the Plan will be evidenced by a written Stock Option Agreement executed by the Company and the person to whom such option is granted, the terms of which shall be determined by the Committee subject to the terms of the Plan.

        b.    The Committee shall determine the term of each option granted under the Plan; provided, however, that the term of an option shall not be for more than 10 years.

        c.    Upon termination of employment (regardless of whether or not termination is by the employee or employer or for cause), all unvested options shall lapse. Upon termination of employment (regardless of whether or not termination is by the employee or employer or for cause) and at the option of the Company, (i) vested options may be repurchased by the Company if permitted by, and pursuant to the terms of, an applicable Stock Option Agreement and (ii) prior to the IPO, Stock may be purchased (in whole or in part) by the Company at a purchase price equal to the then fair market value (as determined by the Committee) of the Stock.

        d.    The Service Options will vest over a four-year period. Individuals who were employees of the Company prior to January 1, 1993, will be vested in a percentage of Service Options as of the Date of Grant based upon the number of full years of employment prior to the Date of Grant based upon the following schedule:

Number of Full Years	Percentage Vested on Date of Grant
Less than 5	25%
5 to 9	40%
10 to 14	50%
15+	55%

        Service Options not vested on the Date of Grant will vest in equal amounts on the first three annual anniversaries of the Date of Grant for employees hired before January 1, 1993. For employees hired on or after January 1, 1993, 25% of Service Options will vest in the first four annual anniversaries of the Date of Grant. Notwithstanding the foregoing, the Committee may determine different vesting schedules in special circumstances.

        Performance Options will vest over a period of years in relation to the achievement by the Company and its Affiliates of earnings targets to be determined by the Board, with partial vesting on a sliding scale as determined by the Board. Notwithstanding the foregoing, all non-vested Performance Options shall vest eight years and eleven months following the Date of Grant.

10

        e.    The Stock Option Agreement may contain such other terms, provisions, and conditions as may be determined by the Committee (not inconsistent with this Plan).

7.

TERMS AND CONDITIONS OF STOCK PURCHASE AND BONUS

        a.    Each sale or grant of stock pursuant to the Plan will be evidenced by either a written Restricted Stock Purchase Agreement executed by the Company and the person to whom such stock is sold or a written Restricted Stock Bonus Agreement executed by the Company and the person to whom such stock is granted.

        b.    The Restricted Stock Purchase Agreement or Restricted Stock Bonus Agreement may contain such other terms, provisions, and conditions as may be determined by the Committee (not inconsistent with this Plan), including not by way of limitation, restrictions on transfer, forfeiture provisions, repurchase provisions, and vesting provisions.

8.

TERMS AND CONDITIONS OF SARS.

        The Committee may, under such terms and conditions as it deems appropriate, authorize the issuance of SARs evidenced by a written SAR agreement (which, in the case of tandem options, may be part of the option agreement to which the SAR relates) executed by the Company and the person to whom such SAR is granted. The SAR agreement may contain such terms, provisions and conditions as may be determined by the Committee and which are not inconsistent with this Plan.

9.

USE OF PROCEEDS.

        Cash proceeds realized from the sale of Stock under the Plan or pursuant to options granted under the Plan shall constitute general funds of the Company.

10.

AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN.

        a.    The Board may at any time amend, suspend or terminate the Plan as it deems advisable; provided that such amendment, suspension or termination complies with all applicable legal requirements, including any applicable requirement that the Plan or an amendment to the Plan be approved by the shareholders, and provided further that, except as provided in paragraph 3(b), above, the Board shall in no event amend the Plan in the following respects without the consent of stockholders then sufficient to approve the Plan in the first instance:

        (i)    To increase the maximum number of shares subject to stock options issued under the Plan; or

        (ii)  To change the designation or class of persons eligible to receive stock options under the Plan.

        b.    No option may be granted under the Plan during any suspension or after the termination of the Plan, and no amendment, suspension, or termination of the Plan shall, without the affected individual's consent, alter or impair any rights or obligations under any option previously granted under the Plan. The Plan shall terminate with respect to the grant of stock options on September 6, 2003, unless previously terminated by the Board pursuant to this paragraph 10.

11.

ASSIGNABILITY.

        Each option granted pursuant to this Plan shall, during optionee's lifetime, be exercisable only by him or her, and neither the option nor any right hereunder shall be transferable by optionee, by operation of law or otherwise, other than by will or the laws of descent and distribution. Stock subject to a Restricted Stock Purchase Agreement or a Restricted Stock Bonus Agreement shall be transferable only as provided in such Agreement.

11

QuickLinks

EXHIBIT 4.1

Flexible Stock Incentive Plan

EX-4.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 4.2

Indigo N.V. 1996 International Flexible Stock Incentive Plan

1.

Establishment, Purpose, and Definitions.

a.

There is hereby adopted the 1996 International Flexible Stock Incentive Plan (the "Plan") of Indigo N.V. (the "Company").

b.

The purpose of the Plan is to provide a means whereby eligible individuals (as defined in paragraph 4 below) can acquire Common Stock of the Company (the "Stock"). The Plan provides employees (including part-time and potential employees), officers and directors (including potential officers and directors), consultants and advisors (collectively, the "Eligible Individuals") of the Company or of its Affiliates (as hereinafter defined) an opportunity to purchase shares of Stock pursuant to options (the "Options"). The Plan also provides for the sale or bonus of Stock to Eligible Individuals in connection with the performance of services for the Company or its Affiliates. Moreover, the Plan authorizes the grant of stock appreciation rights ("SARs"), either separately or in tandem with Options, entitling holders to cash compensation measured by appreciation in the value of the Stock. Options may be granted either on the basis of past or future services ("Service Options") or on the basis of performance ("Performance Options"). The Plan also allows for sub-plans with respect to the Company or an Affiliate, or with respect to citizens or residents of one or more countries, provided the sub-plan is no less restrictive than the Plan.

c.

The term "Affiliates", as used in the Plan, means parent or subsidiary corporations of the Company, including parents or subsidiaries that become such after adoption of the Plan.

2.

Administration of the Plan

a.

The Plan shall be administered by the Supervisory Board of the Company (the "Board"). The Board may delegate the responsibility for administering the Plan to a committee (the "Committee") under such terms and conditions as the Board shall determine. Members of the Committee shall serve at the pleasure of the Board. The Committee shall select one of its members as chairman, and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and acts of the Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. If the Board does not delegate administration of the Plan to the Committee, then each reference in this Plan to "the Committee" shall be construed to refer to the Board. No member of the Board or the Committee shall be liable to any person for any action, determination or inaction with respect to the Plan that is taken or made in good faith.

b.

In the event that the Company becomes subject to the requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), then, notwithstanding the provisions of Section 2(a) hereof, (i) the Committee shall consist of two (2) or more members of the Board or such lesser number of members of the Board as permitted by Rule 16b-3 and (ii) none of the members of the Committee shall receive, while serving on the Committee, or during the one-year period preceding appointment to the Committee, a grant or award of equity securities under (a) the Plan or (b) any other plan of the Company or its Affiliates under which the participants are entitled to acquire Stock (including restricted Stock), Options, stock bonuses, related rights or stock appreciation rights of the Company or any of its Affiliates, other than pursuant to transactions in any such other plan which do not disqualify a director from being a disinterested person under Rule 16b-3.

12

The limitations set forth in this Section 2(b) shall automatically incorporate any additional requirements that may, in the future, be necessary for the Plan to comply with Rule 16b-3.

c.

The Committee shall determine and designate, in the manner described in paragraph 4 below, which Eligible Individuals (as defined in paragraph 1(b) above) shall be granted Options under the Plan, the timing of such grants, the terms thereof (including any restrictions on the Stock), and the number of shares subject to such Options.



d.

The Committee may amend the terms of any outstanding Option granted under this Plan, but any amendment that would adversely affect the Optionee's rights under an outstanding Option shall not be made without the Optionee's written consent. The Committee may, with the Optionee's written consent, cancel any outstanding Option or accept any outstanding Option in exchange for a new Option.



e.

The Committee shall also determine and designate, in the manner described in paragraph 4 below, which Eligible Individuals shall be issued Stock or SARs under the Plan, the timing of such issuance, the terms thereof (including any restrictions), and the number of Stock or SARs to be issued. The Stock shall be issued for such consideration (if any) as the Committee deems appropriate. Stock issued subject to restrictions shall be evidenced by a written agreement (the "Restricted Stock Purchase Agreement" or the "Restricted Stock Bonus Agreement"). The Committee may amend any Restricted Stock Purchase Agreement, but any amendment which would adversely affect the individual's rights to the Stock shall not be made without his or her written consent.



f.

In its administration of the Plan, The Committee shall have the sole authority, in its absolute discretion, (i) to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable, (ii) to construe and interpret the Plan, the rules and the regulations, and the instruments evidencing Options, Stock or SARs granted under the Plan, and (iii) to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations, and interpretations of the Committee shall be binding on all participants.

3.

Stock Subject to the Plan.

a.

An aggregate of not more than 1,500,000 shares of Stock shall be available for the grant of Options, Stock or SARs under the Plan. If an Option is surrendered (except if such surrender is for shares of Stock), or for any other reason ceases to be exercisable in whole or in part, the shares that were subject to such Option but as to which the Option had not been exercised shall continue to be available under the Plan.

b.

If there is any change in the Stock subject to the Plan, the Stock subject to a Restricted Stock Purchase Agreement, Restricted Stock Bonus Agreement or an SAR Agreement, or the Stock subject to any Option granted under the Plan, through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of two percent), or other change in the corporate structure of the Company, appropriate adjustments shall be made by the Committee in order to preserve but not to increase the benefits to the individual, including adjustments to the aggregate number and kind of shares subject to the Plan or to a Restricted Stock Purchase Agreement, Restricted Stock Bonus Agreement or SAR Agreement, and to the number and kind of shares, and the price per share, subject to outstanding Options.

4.

Eligible Individuals.

13

Individuals who shall be eligible to have granted to them the Options, Stock or SARs provided for by the Plan shall be those Eligible Individuals (defined in Paragraph 1 (b) above) as the Committee, in its discretion, shall designate from time to time (the "Optionee/s").

5.

Exercise Price.

The exercise price of each Option (the "Exercise Price") shall be as determined by the Committee, provided that in no case shall the Exercise Price of any Option be less than 80% of the Common Stock Value on the date of issuance of such Option ("Date of Grant"). The "Common Stock Value" at any time shall be equal to the then current fair market value of the Stock, as determined by the Committee. The Exercise Price shall be subject to adjustment to the extent provided in paragraphs 3(b) above and 15 below.

6.

Terms and Conditions of Options.

a.

Each Option granted pursuant to the Plan will be evidenced by a written Stock Option Agreement ("Option Agreement") executed by the Company and the relevant Optionee, the terms of which Agreement shall be determined by the Committee subject to the terms of the Plan.

b.

The Committee shall determine the term of each Option granted under the Plan; provided, however, that in no event shall the term of an Option exceed ten (10) years.

c.

Upon termination of employment or other contractual relationship between the Optionee and the Company/Affiliate for cause, all unexercised Options (whether or not vested) shall immediately lapse. Upon termination of employment or other contractual relationship between the Optionee and the Company/Affiliate (regardless of whether or not termination is by the Optionee or the Company/Affiliate or for cause), all unvested Options shall lapse (unless otherwise determined by the Board or the Committee). Upon termination of employment (regardless of whether or not termination is by the employee or employer or for cause), and at the option of the Company, vested Options may be repurchased by the Company if permitted by, and pursuant to the terms of, an applicable Option Agreement.

d.

The Service Options will vest over a period of five (5) years, with 20% of the Service Options vesting on each of the first five anniversaries of the Date of Grant. Notwithstanding the foregoing, the Board or the Committee may determine different vesting schedules in special circumstances.

e.

Commencing in respect of the first full calendar year after the Date of Grant, Performance Options will vest over a period of five (5) years in relation to the achievement by the Company and its Affiliates of earnings, shipment and/or other targets to be determined annually, in advance, by the Board, with partial vesting on a sliding scale, as determined by the Board. Notwithstanding the foregoing, (i) all non-vested Performance Options shall vest eight (8) years and eleven (11) months following the Date of Grant, and (ii) the Board or the Committee may determine different vesting schedules in special circumstances.

f.

The Option Agreement may contain such other terms, provisions, and conditions as may be determined by the Board or the Committee, provided that the same are not inconsistent with this Plan.

7.

Terms and Conditions of Stock Purchase and Bonus

a.

Each sale or grant of Stock pursuant to the Plan will be evidenced by either a written Restricted Stock Purchase Agreement executed by the Company and the person to whom such Stock is sold or a written Restricted Stock Bonus Agreement executed by the Company and the person to whom such Stock is granted.

14

b.

The Restricted Stock Purchase Agreement or Restricted Stock Bonus Agreement may contain such other terms, provisions, and conditions as may be determined by the Board or the Committee (not inconsistent with this Plan), including, without limitation, restrictions on transfer, forfeiture provisions, repurchase provisions and vesting provisions.

8.

Terms and Conditions of SARs.

The Committee may, under such terms and conditions as it deems appropriate, authorize the issuance of SARs evidenced by a written SAR Agreement (which, in the case of tandem options, may be part of the Option Agreement to which the SAR relates) executed by the Company and the person to whom such SAR is granted. The SAR Agreement may contain such terms, provisions and conditions as may be determined by the Committee and that are not inconsistent with this Plan.

9.

Use of Proceeds.

Cash proceeds realized from the sale of Stock under the Plan or pursuant to Options granted under the Plan shall constitute general funds of the Company.

10.

Amendment, Suspension, or Termination of the Plan.

a.

The Board may, at any time, amend, suspend or terminate the Plan as it deems advisable; provided that such amendment, suspension or termination complies with all applicable legal requirements, including any applicable requirement that the Plan, or an amendment to the Plan, be approved by the shareholders, and provided further that, except as provided in paragraph 3 (b), above, the Board shall in no event amend the Plan in the following respects without the consent of stockholders then sufficient to approve the Plan in the first instance:

(i)

To increase the maximum number of shares subject to Options issued under the Plan; or

(ii)

To change the designation or class of persons eligible to receive Options under the Plan.

b.

No Option may be granted under the Plan during any suspension or after the termination of the Plan, and no amendment, suspension, or termination of the Plan shall, without the affected individual's consent, alter or impair any rights or obligations under any Option previously granted under the Plan. The Plan shall terminate, with respect to the grant of Options, on December 18, 2005 (or with respect to The Netherlands sub-plan, December 18, 2000), unless previously terminated by the Board pursuant to this paragraph 10.

11.

Assignability.

Each Option granted pursuant to this Plan shall, during Optionee's lifetime, be exercisable only by him or her, and neither the Option nor any right hereunder shall be transferable by Optionee, by operation of law or otherwise, other than by will or the laws of descent and distribution. Stock subject to a Restricted Stock Purchase Agreement or a Restricted Stock Bonus Agreement shall be transferable only as provided in such Agreement.

12.

Payment Upon Exercise of Options.

Payment of the Exercise Price upon exercise of any Option granted under this Plan shall be made in cash in such currency as the Committee shall specify in the applicable Option Agreement; provided, however, that the Committee, in its sole discretion, may permit an Optionee to pay the Exercise Price, in whole or in part, (a) with shares of Stock owned by the Optionee; (b) by delivery, on a form prescribed by the Committee, of an irrevocable direction to a securities broker approved by the Committee to sell shares and to deliver all or a portion of the proceeds to the Company in payment for the Stock; (c) by delivery of the Optionee's promissory note with such recourse, interest, security, and redemption provisions as the Committee, in its discretion, determines appropriate; (d) by shares of stock issuable upon exercise of the Option; or (e) in any

15

combination of the foregoing. Any Stock used to exercise Options shall be valued by the Committee at its fair market value on the date of the exercise of the Option.

13.

Withholding Taxes.

No Option or Stock shall be granted or sold under the Plan to any participant, and no Option or SAR may be exercised, until the participant has made arrangements acceptable to the Committee for the satisfaction of any tax and social security withholding obligations, including without limitation obligations incident to the receipt of Stock under the Plan, the lapsing of restrictions applicable to such Stock, the failure to satisfy the conditions for treatment as Options under applicable tax law, or the receipt of cash payments. Upon the exercise of an Option and the sale of the underlying shares, and upon the lapsing of a restriction on Stock issued under the Plan, the Company, at its Option, may withhold a portion of the proceeds from the Optionee or require the Stockholder to surrender shares of the Company's Stock (as the case may be) sufficient to satisfy any tax and social security withholding obligations.

14.

Restrictions on Transfer of Shares.

The Stock acquired pursuant to the Plan shall be subject to such restrictions, limitations and agreements regarding sale, assignment, encumbrances, or other transfer or disposal as the Board and/or Committe may, from time to time, deem advisable.

15.

Re-Pricing, Cancellation and Re-Grant of Options.

The Committee shall have the authority to effect, at any time and from time to time, with the consent of the affected Option holders, (a) the re-pricing of the Exercise Price of any or all outstanding Options under the Plan and/or (b) the cancellation of any or all outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of Stock but having an Exercise Price of not less than 80% of the Common Stock Value (as defined in paragraph 5 hereof) on the new Date of Grant.

16

QuickLinks

Exhibit 4.2

Indigo N.V. 1996 International Flexible Stock Incentive Plan

EX-5

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 5

March 25, 2002

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304

3,119,140 Shares of Common Stock of Hewlett-Packard Company offered pursuant to the Indigo N.V. Flexible Stock Incentive Plan and the Indigo N.V. 1996 International Flexible Stock Incentive Plan

Dear Sir or Madam:

I have examined the proceedings taken and the instruments executed in connection with the organization and present capitalization of Hewlett-Packard Company (the "Company") and the reservation for issuance and authorization of the sale and issuance from time to time of not in excess of an aggregate of 3,119,140 shares of the Company's Common Stock (the "Shares") pursuant to the terms of the Indigo N.V. Flexible Stock Incentive Plan and the Indigo N.V. 1996 International Flexible Stock Incentive Plan (collectively, the "Plans"). The Shares are the subject of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit.

        Upon the basis of such examination, I am of the following opinion:

        1.    The authorized shares of the Company consist of 300,000,000 shares of Preferred Stock, of which 4,500,000 shares are designated as Series A Participating Preferred Stock, and 9,600,000,000 shares of Common Stock.

        2.    The proper corporate proceedings necessary to the reservation for issuance and the authorization of the sale and issuance from time to time of not in excess of an aggregate of 3,119,140 shares of the Common Stock of the Company pursuant to the Plans have been duly taken and, when issued pursuant to the Plan, the Shares will be duly and validly issued and fully paid and nonassessable.

        3.    When the above-mentioned Registration Statement relating to the Shares has become effective and when the listing of the Shares on the New York Stock Exchange, Inc. and the Pacific Exchange, Inc. has been authorized, all authorizations, consents, approvals, or other orders of all United States regulatory authorities required for the issuance of the Shares will have been obtained.

        You are further advised that I consent to the use of this opinion as an exhibit to the above-mentioned Registration Statement.

Very truly yours,

/s/ Charles N. Charnas Charles N. Charnas
  Assistant Secretary
  and Senior Managing Counsel

QuickLinks

EXHIBIT 5

EX-23.2

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP

        We consent to the incorporation by reference in this Registration Statement on Form S-8 of Hewlett-Packard Company pertaining to the Indigo N.V. Flexible Stock Incentive Plan and the Indigo N.V. 1996 International Flexible Stock Incentive Plan of our report dated November 13, 2001, except for Note 19, as to which the date is December 6, 2001, with respect to the consolidated financial statements and schedule of Hewlett-Packard Company in its Annual Report on Form 10-K/A for the year ended October 31, 2001, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
March 25, 2002

QuickLinks

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP

EX-23.3

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the incorporation by reference in the Registration Statement (Form S-8) of Hewlett-Packard Company pertaining to the Indigo N.V. Flexible Stock Incentive Plan and the Indigo N.V. 1996 International Flexible Stock Incentive Plan of our reports dated January 16, 2002, with respect to the consolidated financial statements and schedule of Compaq Computer Corporation included in Hewlett-Packard Company's Current Report on Form 8-K dated February 14, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
March 25, 2002

QuickLinks

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

EX-23.4

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Hewlett-Packard Company of our report dated November 23, 1999 relating to the financial statements and financial statement schedule, which appears in the Hewlett-Packard Company's Annual Report on Form 10-K/A for the year ended October 31, 2001.

/s/ PricewaterhouseCoopers LLP
San Jose, California
March 25, 2002

QuickLinks

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.5

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Hewlett-Packard Company of our report dated January 25, 2000 relating to the consolidated financial statements of Compaq Computer Corporation for the year ended December 31, 1999, which appears in the Current Report on Form 8-K of Hewlett-Packard Company dated February 14, 2002. We also consent to the incorporation by reference of our report dated January 25, 2000 relating to the financial statement schedule of Compaq Computer Corporation for the year ended December 31, 1999, which appears in the Current Report on Form 8-K of Hewlett-Packard Company dated February 14, 2002.

/s/ PricewaterhouseCoopers LLP
Houston, Texas
March 25, 2002

QuickLinks

EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS