UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

December 6, 2011

Date of Report (Date of Earliest Event Reported)

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

(650) 857-1501

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01.              Other Events.

 

On December 6, 2011, Hewlett-Packard Company (“HP”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among HP, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, for the issuance and sale by HP of (i) $650,000,000 aggregate principal amount of its 2.625% Global Notes due December 9, 2014, (ii) $850,000,000 aggregate principal amount of its 3.300% Global Notes due December 9, 2016, and (iii) $1,500,000,000 aggregate principal amount of its 4.650% Global Notes due December 9, 2021, ((i), (ii) and (iii) are collectively referred to as the “Notes”).  The Notes were registered under the Securities Act of 1933, as amended, pursuant to HP’s automatic shelf registration statement on Form S-3 (File No. 333-159366) filed with the Securities and Exchange Commission on May 20, 2009 (the “Registration Statement”).  On December 9, 2011, HP closed its public offering of the Notes.

 

The Underwriting Agreement is attached hereto as Exhibit 1.1.  A form of each series of the Notes is attached hereto as Exhibits 4.1, 4.2, and 4.3.  HP’s officers’ certificate, dated December 9, 2011 (the “301 Officers’ Certificate”), authorizing the terms of the Notes pursuant to Section 301 of the Indenture (as defined in Item 9.01 below) governing the Notes, is attached hereto as Exhibit 4.4.  In connection with the issuance of the Notes, Gibson, Dunn & Crutcher LLP has provided a legal opinion and consent, which are attached hereto as Exhibits 5.1 and 23.1, respectively.

 

The purpose of this Current Report is to incorporate by reference the form of the Notes, the Underwriting Agreement, the 301 Officers’ Certificate and the opinion and consent of Gibson, Dunn & Crutcher LLP (attached hereto as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 5.1 and 23.1, respectively) into the Registration Statement.  By filing this Current Report, such exhibits and this Current Report are hereby incorporated by reference into the Registration Statement.

 

Item 9.01.		Financial Statements and Exhibits.
Exhibit 1.1		Underwriting Agreement, dated December 6, 2011, among HP, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
Exhibit 4.1		Form of 2.625% Global Notes due December 9, 2014
Exhibit 4.2		Form of 3.300% Global Notes due December 9, 2016
Exhibit 4.3		Form of 4.650% Global Notes due December 9, 2021
Exhibit 4.4		Officers’ Certificate (exhibits omitted), dated December 9, 2011, delivered pursuant to Section 301 of the Indenture, dated as of June 1, 2000 (the “Indenture”) entered into by and between HP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as successor to Chase Manhattan Bank and Trust Company, National Association) as Trustee
Exhibit 5.1		Opinion of Gibson, Dunn & Crutcher LLP
Exhibit 23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	HEWLETT-PACKARD COMPANY
DATE: December 12, 2011	By:	/s/ Paul T. Porrini
	Name:	Paul T. Porrini
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Description
Exhibit 1.1		Underwriting Agreement, dated December 6, 2011, among HP, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
Exhibit 4.1		Form of 2.625% Global Notes due December 9, 2014
Exhibit 4.2		Form of 3.300% Global Notes due December 9, 2016
Exhibit 4.3		Form of 4.650% Global Notes due December 9, 2021
Exhibit 4.6		Officers’ Certificate (exhibits omitted), dated December 9, 2011, delivered pursuant to Section 301 of the Indenture, dated as of June 1, 2000 (the “Indenture”) entered into by and between HP and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as successor to Chase Manhattan Bank and Trust Company, National Association) as Trustee
Exhibit 5.1		Opinion of Gibson, Dunn & Crutcher LLP
Exhibit 23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto)

 

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