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Registration No.: 333-70232
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
To
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 I.R.S. Employer
incorporation or organization: Identification No.:
Delaware 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Full title of the plans:
StorageApps Inc. 2000 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
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
Securities to Registered per share price fee (1)(2)
be Registered
------------------- ------------ ---------------- ------------------ ------------
Common Stock
$0.01 par value
to be issued under
the StorageApps Inc. 837,571 $7.85 - $78.50 $9,719,778 $0
2000 Stock Incentive
Plan
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(1) 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").
(2) A registration fee of $2,430 was previously paid with the registration
of 837,089 shares of the Registrant's common stock under the Form S-8,
Registration No.: 333-70232; this fee includes the additional $.49
registration fee for the additional 482 shares of the Registrant's
common stock being registered herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Forms S-8 Registration Statement,
Registration No. 333-70232, dated September 26, 2001, relating to the
StorageApps Inc. 2000 Stock Incentive Plan are incorporated herein by reference.
Item 8. Exhibits.
4.1* StorageApps Inc. 2000 Stock Incentive Plan.
5 Opinion re legality.
23.1 Consent of Ernst & Young, Independent Auditors.
23.2 Consent of Counsel. Contained with the opinion filed as Exhibit 5
hereto and incorporated herein by reference.
24* Powers of attorney.
* Previously filed and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Hewlett-Packard Company, a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing Post-Effective
Amendment No. 1 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 9th day of October, 2001.
HEWLETT-PACKARD COMPANY
/s/ Charles N. Charnas
----------------------
Charles N. Charnas
Assistant Secretary
and Senior Managing Counsel
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Form S-8 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
*
________________________ Director October 9, 2001
Philip M. Condit
*
________________________ Director October 9, 2001
Patricia C. Dunn
* Chairman, President and Chief
________________________ Executive Officer (Principal October 9, 2001
Carleton S. Fiorina Executive Officer)
*
________________________ Vice President and Controller October 9, 2001
Jon E. Flaxman (Principal Accounting Officer)
*
________________________ Director October 9, 2001
Sam Ginn
*
________________________ Director October 9, 2001
Richard A. Hackborn
*
________________________ Director October 9, 2001
Walter B. Hewlett
*
________________________ Director October 9, 2001
George A. Keyworth
*
________________________ Director October 9, 2001
Robert E. Knowling Jr.
* Executive Vice President,
________________________ Finance and Administration, Chief October 9, 2001
Robert P. Wayman Financial Officer and Director
(Principal Financial Officer)
*By: /s/ Charles N. Charnas
----------------------
Charles N. Charnas
(Attorney-in-fact)
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EXHIBIT INDEX
Exhibit No.
4.1* StorageApps Inc. 2000 Stock Incentive Plan.
5 Opinion re legality.
23.1 Consent of Ernst & Young, Independent Auditors.
23.2 Consent of Counsel. Contained with the opinion filed as Exhibit 5
hereto and incorporated herein by reference.
24* Powers of attorney.
* Previously filed and incorporated herein by reference.
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EXHIBIT 5
October 9, 2001
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
837,571 Shares of Common Stock of Hewlett-Packard Company
offered pursuant to the StorageApps Inc. 2000 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
837,571 shares of the Company's Common Stock (the "Shares") pursuant to the
terms of the StorageApps Inc. 2000 Stock Incentive Plan (the "Plan"). 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 837,571 shares of the Common Stock of the Company
pursuant to the Plan 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
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to the Registration Statement (Form S-8 No. 333-70232)
pertaining to the StorageApps Inc. 2000 Stock Incentive Plan of our report dated
November 15, 2000, with respect to the consolidated financial statements and
schedules of Hewlett-Packard Company in its Annual Report on Form 10-K for the
year ended October 31, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
San Jose, California
October 5, 2001