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EDS Spectrum Corporation/Hewlett-Packard Company

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Released: August 12, 2011
Federal Communications Commission DA 11-1326

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
) File No.: EB-09-IH-1049
)
EDS Spectrum Corporation
) NAL/Acct. No.: 201132080013
)
Hewlett-Packard Company
) FRN: 0001652429

ORDER

Adopted: August 12, 2011

Released: August 12, 2011

By the Chief, Enforcement Bureau:
1.
In this Order, we adopt the attached Consent Decree entered into between the
Enforcement Bureau ("Bureau"), EDS Spectrum Corporation ("EDS"), and the ultimate parent company
of EDS, Hewlett-Packard Company ("HP").1 The Consent Decree resolves and terminates the Bureau's
investigation into the Companies' compliance with section 310(d) of the Communications Act of 1934, as
amended (the "Act"), and the Commission's Rules and Orders concerning the Companies' obligations to
obtain Commission approval before transferring control of Commission licenses.2
2.
The Bureau and the Companies have negotiated the terms of a Consent Decree that
resolves this matter. A copy of the Consent Decree is attached hereto and incorporated by reference.
3.
After reviewing the terms of the Consent Decree and evaluating the facts before us, we
find that the public interest would be served by adopting the Consent Decree and terminating the
investigation.
4.
In the absence of material new evidence relating to this matter, we conclude that our
investigation raises no substantial or material questions of fact as to whether the Companies possess the
basic qualifications, including those related to character, to hold or obtain any Commission license or
authorization.
5.
Accordingly,

IT IS ORDERED

that, pursuant to sections 4(i) and 503(b) of the Act,3
and sections 0.111 and 0.311 of the Commission's Rules,4 the Consent Decree attached to this Order

IS
ADOPTED

.


1 EDS and HP are referred to collectively herein as the "Companies."
2 47 U.S.C. 310(d); 47 C.F.R. 25.119; 47 C.F.R. Pt. 90.
3 47 U.S.C. 154(i), 503(b).
4 47 C.F.R. 0.111, 0.311.

Federal Communications Commission DA 11-1326

6.

IT IS FURTHER ORDERED

that the above-referenced investigation

IS

TERMINATED

.
7.

IT IS FURTHER ORDERED

that a copy of this Order and Consent Decree shall be
sent by first class certified mail, return receipt requested, to counsel for the Companies, Timothy J.
Cooney, Esq., Wilkinson Barker Knauer, LLP, 2300 N Street, N.W., Suite 700, Washington, D.C. 20037-
1128.
FEDERAL COMMUNICATIONS COMMISSION
P. Michele Ellison
Chief, Enforcement Bureau
2

Federal Communications Commission DA 11-1326

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
)
File No.: EB-09-IH-1049
)
EDS Spectrum Corporation
)
NAL/Acct. No.: 201132080013
)
Hewlett-Packard Company
)
FRN: 0001652429

CONSENT DECREE

1. The Enforcement Bureau, EDS Spectrum Corporation, and the ultimate parent company of
EDS, Hewlett-Packard Company, by their authorized representatives, hereby enter into this Consent
Decree for the purpose of terminating the Bureau's investigation into the Companies' compliance with
section 310(d) of the Communications Act of 1934, as amended, and the Commission's Rules and Orders
concerning the Companies' obligations to obtain Commission approval before transferring control of
Commission licenses.1

I.

DEFINITIONS

2. For the purposes of this Consent Decree, the following definitions shall apply:
(a) "Act" means the Communications Act of 1934, as amended, 47 U.S.C. 151 et seq.
(b) "Bureau" means the Enforcement Bureau of the Federal Communications Commission.
(c) "Commission" and "FCC" mean the Federal Communications Commission and all of its
bureaus and offices.
(d) "Companies" means EDS Spectrum Corporation and Hewlett-Packard Company.
(e) "Compliance Plan" means the program described in this Consent Decree at paragraph 9.
(f) "EDS Spectrum Corporation" or "EDS" means EDS Spectrum Corporation and its
predecessors-in-interest and successors-in-interest.
(g) "Effective Date" means the date on which the Commission releases the Adopting Order.
(h) "Hewlett-Packard Company" or "HP" means Hewlett-Packard Company and its
predecessors-in-interest and successors-in-interest.


1 47 U.S.C. 310(d); 47 C.F.R. 25.119; 47 C.F.R. Pt. 90.

Federal Communications Commission DA 11-1326

(i) "Investigation" means the investigation commenced by the Bureau's August 5, 2009,
letter of inquiry2 regarding the Companies' compliance with section 310(d) of the Act
and the Rules and Commission Orders concerning the Companies' obligations to obtain
Commission approval before transferring control of Commission licenses.3
(j) "Order" or "Adopting Order" means an Order of the Commission adopting the terms of
this Consent Decree without change, addition, deletion, or modification.
(k) "Parties" means EDS Spectrum Corporation, Hewlett-Packard Company and the Bureau,
each of which is a Party.
(l) "Rules" means the Commission's regulations found in Title 47 of the Code of Federal
Regulations.

II.

BACKGROUND

3. Pursuant to section 310(d) of the Act,4 Commission licensees are prohibited from transferring
or assigning FCC licenses without prior Commission approval. Furthermore, the Rules require
Commission licensees of wireless communications to apply for, and obtain, Commission approval before
transferring or assigning FCC licenses.5
4. On August 5, 2009, the Bureau issued an LOI to EDS.6 The LOI directed EDS, among other
things, to submit a sworn written response to a series of questions relating to EDS's compliance with
section 310(d) of the Act and section 25.119 of the Rules. EDS responded to the LOI on September 4,
2009.7 Subsequently, the Companies voluntarily disclosed to the Bureau issues regarding the compliance
of HP, the ultimate parent company of EDS, with requirements of the Act and the Rules governing the
assignment or transfer of control of FCC licenses.8


2 See EDS Spectrum Corp., EB-09-IH-1049, Letter from Trent B. Harkrader, Deputy Chief, Investigations &
Hearings Division, Enforcement Bureau, Federal Communications Commission, to Ms. Sylvia Hodges, EDS FCC
Licensing Coordinator, EDS Spectrum Corporation (Aug. 5, 2009) ("LOI") (concerning EDS licensing issues). See
also
Electronic Mail from David Janas, Special Counsel, Investigations & Hearings Division, Enforcement Bureau,
Federal Communications Commission, to Timothy Cooney, Esq. and David Solomon, Esq., Wilkinson Barker
Knauer, LLP, Counsel for EDS Spectrum Corporation (Dec. 9, 2009) (concerning HP licensing issues).
3 47 U.S.C. 310(d); 47 C.F.R. 25.119; 47 C.F.R. Pt. 90.
4 47 U.S.C. 310(d).
5 See 47 C.F.R. 25.119 (governing transfer or assignment of satellite communications licenses); 47 C.F.R. Pt. 90
(governing transfer or assignment of private land mobile radio services licenses).
6 See supra note 2.
7 EDS Spectrum Corp., EB-09-IH-1049, EDS Spectrum Corporation Responses to LOI dated August 5, 2009 (Sept.
4, 2009) ("LOI Response").
8 See Electronic Mail from David Solomon, Esq., Wilkinson Barker Knauer, LLP, Counsel for EDS Spectrum
Corporation, to David Janas, Special Counsel, Investigations & Hearings Division, Enforcement Bureau, Federal
Communications Commission (Nov. 24, 2009); Letter from Timothy Cooney, Esq. and David Solomon, Esq.,
Wilkinson Barker Knauer, LLP, Counsel for EDS Spectrum Corporation to David Janas, Special Counsel,
Investigations & Hearings Division, Enforcement Bureau, Federal Communications Commission (Dec. 16, 2009).
2

Federal Communications Commission DA 11-1326

III.

TERMS OF AGREEMENT

5.

Adopting Order.

The Parties agree that the provisions of this Consent Decree shall be
subject to final approval by the Bureau by incorporation of such provisions by reference in the Adopting
Order without change, addition, modification, or deletion.
6.

Jurisdiction.

The Companies agree that the Bureau has jurisdiction over them and the
matters contained in this Consent Decree, and the Bureau has the authority to enter into and adopt this
Consent Decree.
7.

Effective Date: Violations.

The Parties agree that this Consent Decree shall become
effective on the Effective Date. Upon the Effective Date, the Adopting Order and this Consent Decree
shall have the same force and effect as any other Order of the Bureau. Any violation of the Adopting
Order or of the terms of this Consent Decree shall constitute a separate violation of a Bureau Order,
entitling the Bureau to exercise any rights and remedies attendant to the enforcement of a Commission
Order.
8.

Termination of Investigation.

In express reliance on the covenants and representations in
this Consent Decree and to avoid further expenditure of public resources, the Bureau agrees to terminate
its Investigation. In consideration for the termination of said Investigation, the Companies agree to the
terms, conditions, and procedures contained herein. The Bureau further agrees that in the absence of new
material evidence, the Bureau will not use the facts developed in this Investigation through the Effective
Date, or the existence of this Consent Decree, to institute, on its own motion or in response to a third
party objection, or recommend to the Commission, any new proceeding, formal or informal, or take any
action on its own motion, or recommend to the Commission any action, against the Companies
concerning the matters that were the subject of the Investigation. The Bureau also agrees that it will not,
in the absence of new material evidence, use the facts developed in this Investigation through the
Effective Date, or the existence of this Consent Decree, to institute on its own motion or in response to a
third party objection, or recommend to the Commission, any proceeding, formal or informal, or take any
action on its own motion, or recommend to the Commission any action, against the Companies with
respect to the Companies' basic qualifications, including their character qualifications, to be Commission
licensees.
9.

Compliance Plan.

The Companies agree that they will develop, within thirty (30) calendar
days from the Effective Date, an internal Compliance Plan to address the Companies' future compliance
with the licensing provisions of the Act and the Rules and Commission Orders related thereto, including
those governing the assignment or transfer of control of FCC licenses. The Compliance Plan shall
include the following components:
(a)

Compliance Officer

. The Companies will, within thirty (30) calendar days of the
Effective Date, designate a senior corporate officer ("Compliance Officer") who is
responsible for administering the Compliance Plan and ensuring the Companies'
future compliance with the licensing provisions of the Act and the Rules and
Commission Orders related thereto, including those governing the assignment or
transfer of control of FCC licenses.
(b)

FCC License Database.

The Companies will conduct a thorough review of their
holdings and will create, maintain and update a database ("FCC License Database")
listing relevant information regarding FCC licenses held by HP, EDS, and all other
corporate entities controlled by HP. The FCC License Database will be compiled
within ninety (90) calendar days of the Effective Date. The Companies will monitor
3

Federal Communications Commission DA 11-1326

and review every ninety (90) calendar days the information contained in the database
to ensure the information is accurate and for compliance purposes.
(c)

Internal Controls

. The Companies will institute internal processes that ensure (i)
future transactions contemplating a change in control of HP, EDS, or any other
corporate entities controlled by HP that hold FCC licenses, are communicated to the
Companies' management in advance of any actual transfer of control; and (ii) that the
requirements of all appropriate regulatory authorities are timely satisfied. The
Companies' management will be informed when transactions that involve a transfer
of FCC licenses require Commission consent to transfer the licenses.
(d)

Compliance Manual

. Within sixty (60) calendar days of the Effective Date, the
Companies will develop and distribute a Compliance Manual to employees and
others who perform duties at the Companies that trigger or may trigger
responsibilities related to regulatory compliance with respect to the Companies' FCC
licenses. The Compliance Manual will include an overview of such Commission
requirements, including the need for prior approval for assignments and transfers of
FCC licenses and authorizations. The Compliance Manual will be reviewed annually
and updated as appropriate, and any revisions will be distributed within thirty (30)
calendar days.
(e)

Compliance Training Program.

The Companies will establish within ninety (90)
calendar days of the Effective Date an FCC compliance training program for
employees who, as part of their responsibilities, are substantially engaged in activities
related to the purchase, sale, acquisition, assignment or transfer of control of
companies, entities or assets potentially subject to FCC regulation. Such employees
will be trained within sixty (60) calendar days of establishing a Compliance Training
Program, and future training sessions will be conducted at least annually to ensure
compliance with those provisions of the Act and the FCC's regulations and policies
pertaining to assignments and transfers of control. The Compliance Training
Program will contain information regarding the need to conduct due diligence
regarding potential FCC licenses of any company in a potential merger or acquisition
transaction, the need to monitor any corporate reorganization for potential license
assignment or transfer issues, and the need to obtain prior FCC approval for all
assignments and transfers of control of FCC licenses.
(f)

Compliance Reports

. The Companies will file compliance reports with the
Commission twelve (12) months and twenty-four (24) months after the Effective
Date. Each compliance report shall include a compliance certificate from the
Compliance Officer stating that the officer has personal knowledge that the
Companies (1) have established operating procedures intended to ensure compliance
with the terms and conditions of this Consent Decree, with Section 310(d) of the Act,
and the Rules and Orders concerning the Companies' obligations to obtain
Commission approval before transferring control of Commission licenses and
authorizations; (2) have been utilizing those procedures at all times since the previous
Compliance Report was submitted; and (3) are not aware of any instances of non-
compliance. If the Compliance Officer is not able to so certify, he or she shall
explain fully the reason(s) therefore. All Compliance Reports shall be directed to the
Chief, Investigations & Hearings Division, Enforcement Bureau, Federal
Communications Commission, 445 12th Street, S.W., Washington, D.C. 20554. The
4

Federal Communications Commission DA 11-1326

certification must comply with section 1.16 of the Rules, and be substantially in the
form set forth therein.
(g)

Self-Disclosure

. Within thirty (30) calendar days of the Compliance Officer or
senior executive management becoming aware of the matter (whether from a report
from an employee or otherwise), the Companies will report any occurrences of
noncompliance with the terms and conditions of this Consent Decree; with section
310(d) of the Act; or with the Rules and Orders concerning the Companies'
obligations to obtain Commission approval before transferring control of
Commission licenses, to the Chief, Investigations & Hearings Division, Enforcement
Bureau, Federal Communications Commission, 445 12th Street, S.W., Washington,
D.C. 20554.
(h)

Termination

. The provisions of this paragraph shall remain in effect for two (2)
years from the Effective Date.
10.

Subsequent Investigations.

Except as expressly provided in this Consent Decree, this
Consent Decree shall not prevent the Commission from investigating new evidence of noncompliance by
the Companies with the Act, the Rules, or Commission Orders.
11.

Voluntary Contribution.

HP, on behalf of the Companies, agrees that it will make a
voluntary contribution to the United States Treasury in the amount of sixty thousand dollars ($60,000)
within thirty (30) calendar days after the Effective Date. The payment must be made by check or similar
instrument, payable to the order of the Federal Communications Commission. The payment must include
the Account Number and FRN referenced in the caption to the Adopting Order. Payment by check or
money order may be mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO
63197-9000. Payment by overnight mail may be sent to U.S. Bank Government Lockbox #979088, SL-
MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101. Payment by wire transfer may be made to
ABA Number 021030004, receiving bank TREAS/NYC, and account number 27000001. The Companies
shall send electronic notification of payment to David Janas at david.janas@fcc.gov on the date the
payment is made.
12.

Waivers.

The Companies waive any and all rights they may have to seek administrative or
judicial reconsideration, review, appeal or stay, or to otherwise challenge or contest the validity of this
Consent Decree and the Order adopting this Consent Decree, provided the Commission issues an Order
adopting the Consent Decree without change, addition, modification, or deletion. The Companies shall
retain the right to challenge Commission interpretation of the Consent Decree or any terms contained
herein. If either Party (or the United States on behalf of the Commission) brings a judicial action to
enforce the terms of the Adopting Order, neither the Companies nor the Commission shall contest the
validity of the Consent Decree or the Adopting Order, and the Companies shall waive any statutory right
to a trial de novo regarding the terms and conditions of this Consent Decree. The Companies hereby
agree to waive any claims they may otherwise have under the Equal Access to Justice Act,9 relating to the
matters addressed in this Consent Decree.
13.

Invalidity

. In the event that this Consent Decree in its entirety is rendered invalid by any
court of competent jurisdiction, it shall become null and void and may not be used in any manner in any
legal proceeding.


9 5 U.S.C. 504; 47 C.F.R. Part 1, Subpart K.
5

Federal Communications Commission DA 11-1326

14.

Subsequent Rule or Order.

The Parties agree that if any provision of the Consent Decree
conflicts with any subsequent Rule or Order adopted by the Commission (except an Order specifically
intended to revise the terms of this Consent Decree to which the Companies do not expressly consent)
that provision will be superseded by such Commission Rule or Order.
15.

Successors and Assigns.

The Companies agree that the provisions of this Consent Decree
shall be binding on its successors and any entity to which the Companies assign or transfer substantially
all of their assets.
16.

Final Settlement.

The Parties agree and acknowledge that this Consent Decree shall
constitute a final settlement between the Parties. The Parties further agree that this Consent Decree does
not constitute either an adjudication on the merits or a factual or legal finding or determination regarding
any compliance or noncompliance with the requirements of the Act or the Rules and Orders. The Parties
agree that this Consent Decree is for settlement purposes only and that by agreeing to this Consent
Decree, the Companies do not admit or deny noncompliance, violation or liability for violating the Act or
Commission Rules or Orders in connection with the matters that are the subject of this Consent Decree.
17.

Modifications.

This Consent Decree cannot be modified without the advance written
consent of all Parties.
18.

Paragraph Headings.

The headings of the paragraphs in this Consent Decree are inserted
for convenience only and are not intended to affect the meaning or interpretation of this Consent Decree.
19.

Authorized Representative.

Each Party represents and warrants to the other that it has full
power and authority to enter into this Consent Decree.
20.

Counterparts.

This Consent Decree may be signed in any number of counterparts (including
by facsimile), each of which, when executed and delivered, shall be an original, and all of which
counterparts together shall constitute one and the same fully executed instrument.
6

Federal Communications Commission DA 11-1326

________________________________
P. Michele Ellison
Chief
Enforcement Bureau
________________________________
Date
________________________________
Paul T. Porrini
Vice President, Deputy General Counsel and
Assistant Secretary
Hewlett-Packard Company
On behalf of EDS Spectrum Corporation and
Hewlett-Packard Company
________________________________
Date
7

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