-----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, FlSdQ4ki9XyriRXnnbhGQdUMfH8U/IT66tq8gwNigx5n/mgkOaZbgG0g5UvdJvLx B171ZNT0/eNB3pxaArBYgA== 0000912057-02-019039.txt : 20020508 0000912057-02-019039.hdr.sgml : 20020508 ACCESSION NUMBER: 0000912057-02-019039 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ COMPUTER CORP CENTRAL INDEX KEY: 0000714154 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 760011617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-40729 FILM NUMBER: 02637831 BUSINESS ADDRESS: STREET 1: 20555 STATE HIGHWAY 249 STREET 2: M/C 110701 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 281-518-51732 MAIL ADDRESS: STREET 1: 20555 STATE HIGHWAY 249 STREET 2: M/C 110701 CITY: HOUSTON STATE: TX ZIP: 77070-2698 POS AM 1 a2079021zposam.txt POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3 (NO. 333-40729) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ COMPAQ COMPUTER CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------ DELAWARE 76-0011617 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION 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 SECRETARY COMPAQ COMPUTER CORPORATION 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: CHARLES N. CHARNAS, ESQ. MARTIN W. KORMAN, ESQ. HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI 3000 HANOVER STREET PROFESSIONAL CORPORATION PALO ALTO, CALIFORNIA 94304 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 ================================================================================ RECENT EVENTS: DEREGISTRATION The Registration Statement on Form S-3 (Registration No. 33-40729) (the "Registration Statement") of Compaq Computer Corporation, a Delaware Corporation ("Compaq"), pertaining to the registration of 10,000,000 shares of Compaq Common Stock (since increased to 20,000,000 shares as a result of a 2-for-1 stock split effective as of January 21, 1998), par value $0.01 per share, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on November 21, 1997. Hewlett-Packard Company, a Delaware corporation ("HP"), Heloise Merger Corporation, a Delaware corporation and wholly-owned subsidiary of HP ("Merger Sub"), and Compaq entered into an Agreement and Plan of Reorganization dated as of September 4, 2001 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub would be merged with and into Compaq, Compaq would become a wholly-owned subsidiary of HP, and all outstanding shares of Compaq Common Stock, $0.01 par value per share (and associated Preferred Stock Purchase Rights) would be converted into the right to receive 0.6325 of a share of HP Common Stock, $0.01 par value per share (including associated Preferred Share Purchase Rights) and cash in lieu of any fractional share (these actions are collectively referred to as the "Merger"). On March 19, 2002, HP held a special meeting of shareowners at which HP shareowners approved the issuance of shares of HP Common Stock in connection with the Merger. On March 20, 2002, Compaq held a special meeting of shareowners at which Compaq shareowners approved and adopted the Merger Agreement and the transactions contemplated thereby and approved the Merger. The Merger became effective following the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on May 3, 2002 (the "Effective Time"). As a result of the Merger, Compaq has terminated all offerings of Compaq Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Compaq in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Compaq Common Stock which remain unsold at the termination of the offering, Compaq hereby removes from registration all shares of Compaq Common Stock registered under the Registration Statement which remain unsold as of the Effective Time. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on May 7, 2002. COMPAQ COMPUTER CORPORATION By: /s/ Charles N. Charnas -------------------------------- Charles N. Charnas, Treasurer and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons on May 7, 2002 in the capacities indicated. SIGNATURE TITLE - -------------------------------------------------------------------------------- /s/ Robert P. Wayman - ------------------------------------ Director Robert P. Wayman /s/ Ann O. Baskins - ------------------------------------ Director Ann O. Baskins /s/ Charles N. Charnas - ------------------------------------ Director Charles N. Charnas -----END PRIVACY-ENHANCED MESSAGE-----