As filed with the Securities and Exchange Commission on April 26, 2005 UNITED STATES
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Delaware |
94-1081436 |
3000 Hanover Street, Palo Alto, California 94304 COMPAQ COMPUTER CORPORATION 401(k) INVESTMENT PLAN ANN O. BASKINS (650) 857-1501 |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered |
Offering Price per Share |
Offering Price
|
Amount of Registration Fee |
Common Stock, $.01 par value per share |
N/A |
N/A |
N/A |
N/A |
The purpose of this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement No. 333-87742, filed with the Securities and Exchange Commission on May 7, 2002 is to (1) transfer the 9,500,000 shares registered for the Compaq Computer Corporation 401(k) Investment Plan (the "Compaq 401(k) Plan") to the Hewlett-Packard Company 401(k) Plan (see Post-Effective Amendment No. 5 to the Form S-8 Registration No. 2-92331, filed with the Securities and Exchange Commission on April 25, 2005) pursuant to the merger of the Compaq 401(k) Plan into the Hewlett-Packard Company 401(k) Plan, and (2) transfer the 65,000 shares and $25,000,000 of obligations registered for the Compaq Computer Corporation Deferred Compensation and Supplemental Savings Plan (the "Compaq DC Plan") to the Hewlett-Packard Company Executive Deferred Compensation Plan (the "HP EDCP") (see Form S-8 Registration No. 333-124281, filed with the Securities and Exchange Commission on April 25, 2005), pursuant to the merger of the Compaq DC Plan into the HP EDCP.
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HEWLETT-PACKARD COMPANY | |
By: /s/ Charles N. Charnas | |
Charles N. Charnas Vice President, Deputy General Counsel and Assistant Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Hewlett-Packard Company 401(k) Plan has duly caused this Post-Effective Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, state of California on this 26th day of April, 2005. |
HEWLETT-PACKARD COMPANY 401(k) PLAN, the sucessor plan to the Compaq Computer Corporation 401(k) Investment Plan | |
By: /s/ Catherine A. Lesjak | |
Catherine A. Lesjak | |
Senior Vice President and Treasurer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of HP, do hereby constitute and appoint Ann O. Baskins and Charles N. Charnas, and each of them individually, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which such attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable such corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all such attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. |
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed below by the following persons on behalf of HP in the capacities and on the dates indicated. |
Signature |
Title |
Date |
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/s/ Mark V. Hurd Mark V. Hurd * Robert P. Wayman Robert P. Wayman * Jon E. Flaxman Jon E. Flaxman * Lawrence T. Babbio, Jr. Lawrence T. Babbio, Jr. * Patricia C. Dunn Patricia C. Dunn * Richard A. Hackborn Richard A. Hackborn * George A. Keyworth II Dr. George A. Keyworth II * Robert E. Knowling, Jr. Robert E. Knowling, Jr. * Thomas J. Perkins Thomas J. Perkins Robert L. Ryan * Lucille S. Salhany Lucille S. Salhany |
President, Chief Executive Officer and Director (Principal Executive Officer ) Executive Vice President Finance and Administration, Chief Financial Officer and Director (Principal Financial Officer) Senior Vice President and Controller (Principal Accounting Officer) Director Chairperson Director Director Director Director Director Director |
April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 April 26, 2005 |
* By: /s/ Charles N. Charnas
Charles N. Charnas
(Attorney-in-Fact)