Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
INDIGO N.V.
--------------------------------------------------------
(Name of Issuer)
Common shares, par value 0.04 Dutch guilders per share
--------------------------------------------------------
(Title of Class of Securities)
N44495104
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(CUSIP Number)
Charles N. Charnas, Esq.
Assistant Secretary and Senior Managing Counsel
Hewlett-Packard Company
3000 Hanover Street, MS20-BQ
Palo Alto, California 94304
Telephone: (650) 857-1501
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Larry W. Sonsini, Esq.
Aaron J. Alter, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
September 6, 2001
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Schedule 13D
CUSIP No. N44495104
-------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hewlett-Packard Company
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) /X/
(b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC*
-------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power -0-
Shares --------------------------------------------------
Beneficially (8) Shared Voting Power 105,298,908** Common
Owned by Shares
Each --------------------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With --------------------------------------------------
(10) Shared Dispositive Power
78,942,523 Common Shares
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
105,298,908+ Common Shares
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
X
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
82%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------
*Source of Funds is the Working Capital of Hewlett-Packard Europe B.V.
**Source of Shared Voting Power on 75,669,279 common shares are the Voting
Agreements attached hereto as Exhibit 9.
+Hewlett-Packard Company disclaims beneficial ownership of 75,669,279 common
shares held directly by the Landa Family Trust and S-C Indigo CV.
Schedule 13D
CUSIP No. N44495104
-------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hewlett-Packard Europe B.V.
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) /X/
(b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC*
-------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization The Netherlands
-------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares --------------------------------------------------
Beneficially (8) Shared Voting Power 105,298,908** Common
Owned by Shares
Each --------------------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With --------------------------------------------------
(10) Shared Dispositive Power
78,942,523 Common Shares
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
105,298,908+ Common Shares
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
X
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
82%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------
*Source of Funds is the Working Capital of Hewlett-Packard Europe B.V.
**Source of Shared Voting Power of 75,669,279 common shares are the Voting
Agreements attached hereto as Exhibit 9.
+Hewlett-Packard Europe B.V. disclaims beneficial ownership of 75,669,279
common shares held directly by the Landa Family Trust and S-C Indigo CV.
Schedule 13D
AMENDMENT NO. 1 TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1934, AS AMENDED
This Amendment No. 1 amends the Schedule 13D filed on October 27, 2000
(the "Schedule 13D") which relates to shares of common shares, par value 0.04
Dutch guilders per share (the "Common Shares") of Indigo N.V., a corporation
organized under the laws of The Netherlands (the "Issuer"). Capitalized
terms used herein but not defined herein shall have the meanings attributed
to them in the Schedule 13D. The Items listed below are hereby amended and
supplemented as follows:
ITEM 1. SECURITY AND ISSUER.
ITEM 1 OF THE SCHEDULE 13D IS HEREBY AMENDED, SUPPLEMENTED AND/OR
RESTATED AS FOLLOWS:
THE FIRST PARAGRAPH THEREOF SHALL BE AMENDED AND RESTATED AS FOLLOWS:
This statement on Schedule 13D (the "Schedule 13D") relates to
14,814,814 common shares, par value 0.04 Dutch guilders per share (the
"Common Shares"), of Indigo (the "Company") purchased by Hewlett-Packard
Europe B.V., a corporation organized under the laws of The Netherlands
("Purchaser") and a warrant to purchase 14,814,815 Common Shares (the
"Acquisition Warrant") granted by the Company to Purchaser. The Company
is a corporation organized under the laws of The Netherlands, and its
principal executive offices are located at 5 Limburglaan, 6221 SH
Maastricht, The Netherlands.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED, SUPPLEMENTED AND/OR
RESTATED AS FOLLOWS:
1. THE FIRST PARAGRAPH THEREOF SHALL BE AMENDED AND RESTATED AS FOLLOWS:
The purpose of the transactions described in this Schedule 13D
was to initially effect a minority equity investment by the Reporting
Persons in the Company in connection with the entry into a commercial
relationship between Hewlett-Packard and the Company providing for (1)
Hewlett-Packard's sale of certain of the Company's digital color
printing products on an OEM basis and (2) the co-development by
Hewlett-Packard and the Company of future products and to provide for
the potential business combination transaction as set forth below.
2. BY INSERTING THE FOLLOWING PARAGRAPHS AFTER THE TWELFTH PARAGRAPH THEREOF:
Pursuant to the terms of an Offer Agreement, dated September 6, 2001,
by and between Hewlett-Packard and the Company, a copy of which is
attached hereto as Exhibit 7, Hewlett-Packard and the Company have
agreed, subject to limitations and conditions set forth therein, to the
commencement of an exchange offer (the "Offer") by Hewlett-Packard to
acquire all of the outstanding common shares of the Company not already
owned by Hewlett-Packard Europe B.V. (the "Company Shares").
The Offer Agreement also provides that Hewlett-Packard shall, as soon as
practicable after the date thereof, prepare and file with the SEC a
registration statement on Form S-4 to register the offer and sale of
Hewlett-Packard Common Stock and Contingent Value Rights (both as
defined in the Offer Agreement) to be issued in exchange for the Company
Shares (the "Registration Statement"). The Company shall also join in
the filing of the Registration Statement which shall include a
prospectus containing the information required under Rule 14d-4(b)
promulgated under the Exchange Act.
-3-
Pursuant to the Offer Agreement, as soon as practicable on the date
the Offer is commenced, Hewlett-Packard shall file with the SEC a Tender
Offer Statement on Schedule TO with respect to the Offer and shall cause
the appropriate Offer documents to be disseminated to the Company
shareholders.
Concurrently with the execution of the Offer Agreement, as a condition
and inducement to Hewlett-Packard to enter into the Offer Agreement,
certain executive officers, directors of the Company, and other Company
shareholders and all of their respective affiliates (each a "Principal
Shareholder") each entered into Tender and Option Agreements, attached
hereto as Exhibit 8, with Hewlett-Packard whereby each Principal
Shareholder agreed to promptly tender his, her or its Common Shares (as
defined in the Offer Agreement), options, warrants and other rights to
acquire Common Shares of the Company (the "Shares") into the Offer and
not to withdraw any Shares so tendered unless the Offer is terminated or
has expired.
Concurrently with the execution of the Offer Agreement, as a condition
and inducement to Hewlett-Packard to enter into the Offer Agreement,
certain Company shareholders (the "Shareholders") entered into Voting
Agreements, attached hereto as Exhibit 9, with Hewlett-Packard whereby,
at certain shareholder meetings and on every action or approval by
written consent of the shareholders of the Company, each Shareholder
agreed to cause his, her, or its respective Company Common Shares to be
voted: (i) in favor of the appointment of certain new members of the
Company Boards, resolution upon the amendment of the Articles of
Association of the Company as attached as an exhibit to the Offer
Agreement, and certain post-closing reorganization and any action
required in furtherance thereof, and (ii) against certain mergers,
consolidations, business combinations, reorganizations,
recapitalizations, sales, leases, transfers, dissolutions, or the like,
or any other action that is intended, or could reasonably be expected
to, impede, interfere with, delay, postpone, discourage or adversely
affect the Offer or any of the other transactions contemplated by the
Offer Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED, SUPPLEMENTED AND/OR RESTATED AS
FOLLOWS:
1. THE FIRST PARAGRAPH THEREOF SHALL BE AMENDED AND RESTATED AS FOLLOWS:
(a)The Reporting Persons beneficially own the 14,814,814 Common Shares
owned by Purchaser and 14,814,815 Warrant Shares that Purchaser has a
right to acquire through the exercise of the Acquisition Warrant (as
defined below). Accordingly, the Reporting Persons may be deemed to be
the beneficial owners of 29,629,629 Common Shares, or 26% of the Common
Shares on a fully-diluted basis. The percentage of Common Shares
outstanding reported as beneficially owned by the Reporting Persons
herein is based upon the Common Shares issued and outstanding as of
September 13, 2000, as represented by the Company in the Stock Purchase
Agreement.
The Company granted to Purchaser a warrant to purchase 14,814,815
Common Shares (the "Acquisition Warrant"). The right to purchase such
Common Shares will vest immediately upon the acquisition of the Company
by Hewlett-Packard or any subsidiary of Hewlett-Packard.
2. THE FOLLOWING PARAGRAPH SHALL BE INSERTED AFTER THE SECOND PARAGRAPH
THEREOF:
The Company also granted to Purchaser a warrant to purchase 12,000,000
Common Shares (the "Performance Warrant") the vesting of which is subject
to and conditioned upon the happening of certain events. The Performance
Warrant is not currently exercisable, and will not be exercisable within
60 days of September 6, 2001. Accordingly, the Reporting Persons expressly
disclaim beneficial ownership of all Common Shares underlying the
Performance Warrant.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
THE FOLLOWING PARAGRAPH SHALL BE INSERTED AFTER THE SECOND PARAGRAPH.
Other than as disclosed herein and in the Offer Agreement and the
exhibits thereto, including the Tender and Option Agreements and the
Voting Agreements, to the knowledge of Hewlett-Packard Company, there
are no contracts, arrangements, understandings or relationships among
the persons named in Item 2 and between such persons and any person with
respect to any securities of Indigo N.V., including but not limited to
the transfer or voting of any of the securities, finder's fee, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
-4-
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED, SUPPLEMENTED AND/OR
RESTATED AS FOLLOWS:
1. THE EXHIBIT DESCRIPTION LIST THEREOF SHALL BE AMENDED BY ADDING THE
FOLLOWING EXHIBITS TO THE LIST:
7. Offer Agreement, dated September 6, 2001, by and between
Hewlett-Packard Company and Indigo. Pursuant to Regulation S-K
601(b)(2), Exhibits to the Offer Agreement are not included in the
document attached. Copies of these exhibits to the Offer Agreement
are available for review at Hewlett-Packard Company's principal
executive offices, located at 3000 Hanover Street, Palo Alto,
California 94304.
8. Form of Tender and Option Agreements, dated September 6, 2001, by and
among Hewlett-Packard Company and certain Principal Shareholders of
Indigo.
9. Form of Voting Agreements, dated September 6, 2001, by and among
Hewlett-Packard Company and certain Principal Shareholders of Indigo.
10. Joint press release of Hewlett-Packard Company and Indigo N.V.,
issued on September 6, 2001 (Incorporated by reference to Exhibit
99.2 on Form 8-K filed on September 7, 2001).
-5-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 7, 2001
---------------------
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
----------------------------------------
Name: Charles N. Charnas
Title: Assistant Secretary
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 7, 2001
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HEWLETT-PACKARD EUROPE B.V.
By: /s/ Charles N. Charnas
----------------------------------------
Name: Charles N. Charnas
-6-