form-s8_0410.htm
 


As filed with the Securities and Exchange Commission on April 23, 2010
 
Registration No. 333-________
     
 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
     
     
 
FORM S-8
  
     
     
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
     
     
 
HEWLETT-PACKARD COMPANY
  
 
(Exact name of issuer as specified in its charter)
  
     
Delaware
3000 Hanover Street, Palo Alto, California 94304
94-1081436
(State or other jurisdiction of incorporation or organization)
(Address and zip code of principal executive offices)
(I.R.S. Employer Identification No.)
     
Amended and Restated 3Com Corporation 2003 Stock Plan
Amended and Restated 3Com Corporation 1994 Stock Option Plan
Amended and Restated 3Com Corporation 1983 Stock Option Plan
3Com Corporation Director Stock Option Plan
3Com Corporation Stand Alone Stock Option Agreement with Saar Gillai
3Com Corporation Stand Alone Restricted Stock Agreement with Saar Gillai
3Com Corporation Stand Alone Stock Option Agreement with Ronald A. Sege
3Com Corporation Stand Alone Restricted Stock Agreement with Ronald A. Sege
3Com Corporation Stand Alone Stock Option Agreement with Jay Zager
3Com Corporation Stand Alone Restricted Stock Agreement with Jay Zager
 
(Full title of the plan)
  
     
     
 
Paul T. Porrini
  
Vice President, Deputy General Counsel and Assistant Secretary
 
3000 Hanover Street, Palo Alto, California 94304
  
 
(Name and address of agent for service)
  
     
 
(650) 857-1501
  
 
(Telephone Number, including area code, of agent for service)
  
     
     
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x     Accelerated filer ¨     Non-accelerated filer ¨ (Do no check if a smaller reporting company)     Smaller reporting company ¨
     
 
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
  
     
 
Amount to be
Proposed maximum
offering price
Proposed maximum
aggregate offering
Amount of
  Title of securities to be registered
registered (1)
per share
price
registration fee

Hewlett-Packard Company Common Stock, $.01 par value per share (“Common Stock”), to be issued under the Amended and Restated 3Com Corporation 2003 Stock Plan
827,584 shares(2)
1,358,099 shares(3)
$24.92(4)
$53.02(5)
$20,623,403(4)
$71,999,618(5)
$1,470
$5,134
Common Stock to be issued under the Amended and Restated 3Com Corporation 1994 Stock Option Plan
92,470 shares(2)
$85.02(4)
$7,861,799(4)
$561
Common Stock to be issued under the Amended and Restated 3Com Corporation 1983 Stock Option Plan
277,840 shares(2)
$91.42(4)
$25,400,133(4)
$1,811
Common Stock to be issued under the 3Com Corporation Director Stock Option Plan
42,986  shares(2)
 
$82.13(4)
 
$3,530,440(4)
 
$252
 
Common Stock to be issued under the 3Com Corporation Stand Alone Stock Option Agreement with Saar Gillai
55,291 shares(2)
$15.06(4)
$832,682(4)
$59
Common Stock to be issued under the 3Com Corporation Stand Alone Restricted Stock Agreement with Saar Gillai
24,573 shares(3)
$53.02(5)
$1,302,738(5)
$93
Common Stock to be issued under the 3Com Corporation Stand Alone Stock Option Agreement with Ronald A. Sege
221,164 shares(2)
$17.71(4)
$3,916,814(4)
$279
Common Stock to be issued under the 3Com Corporation Stand Alone Restricted Stock Agreement with Ronald A. Sege
98,295 shares(3)
$53.02(5)
$5,211,109(5)
$372
Common Stock to be issued under the 3Com Corporation Stand Alone Stock Option Agreement with Jay Zager
36,860 shares(2)
$29.03(4)
$1,070,046(4)
$76
Common Stock to be issued under the 3Com Corporation Stand Alone Restricted Stock Agreement with Jay Zager
22,116 shares(3)
$53.02(5)
$1,172,480(5)
$84
          Total
 3,057,278 shares  
  
$142,921,264   
$10,190
         
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Amended and Restated 3Com Corporation 2003 Stock Plan, the Amended and Restated 3Com Corporation 1994 Stock Option Plan, the Amended and Restated 3Com Corporation 1983 Stock Option Plan, the 3Com Corporation Director Stock Option Plan, the 3Com Corporation Stand Alone Stock Option Agreement with Saar Gillai, the 3Com Corporation Stand Alone Restricted Stock Agreement with Saar Gillai, the 3Com Corporation Stand Alone Stock Option Agreement with Ronald A. Sege, the 3Com Corporation Stand Alone Restricted Stock Agreement with Ronald A. Sege, the 3Com Corporation Stand Alone Stock Option Agreement with Jay Zager, and the 3Com Corporation Stand Alone Restricted Stock Agreement with Jay Zager (collectively, the “Plans”) by reason of any stock dividend, stock split, capitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.
   
(2)
Pursuant to the Agreement and Plan of Reorganization entered into as of November 11, 2009 (the “Merger Agreement”), by and among Hewlett-Packard Company (“HP”), Colorado Acquisition Corporation and 3Com Corporation (“3Com”), the Registrant assumed all of the outstanding options to purchase common stock of 3Com under the Plans and such options became exercisable to purchase shares of Common Stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option.
   
(3)
Pursuant to the Merger Agreement, all of the outstanding stock awards of 3Com issued under the Plans were converted into stock awards of the Registrant, subject to appropriate adjustments to the number of shares.
   
(4)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options.
   
(5)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) and (c) of the Securities Act on the basis of $53.02 per share, the average of the high and low prices of the Common Stock on April 22, 2010, as reported on the New York Stock Exchange.
 
 
 
 

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference
 
Hewlett-Packard Company (“HP”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
 
(a)           HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009 filed with the Commission on December 17, 2009 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
 
(b)           All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by HP’s Annual Report referred to in (a) above; and
 
(c)           The description of HP’s common stock contained in HP’s registration statement on Form 8-A/A filed with the Commission on June 23, 2006, and any amendment or report filed with the Commission for the purposes of updating such description.
 
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicate that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
 
Item 4.   Description of Securities
 
                Not applicable.
 
Item 5.   Interest of Named Experts and Counsel
 
                Not applicable.
 
Item 6.   Indemnification of Directors and Officers
 
Section 145 of the General Corporation Law of the State of Delaware authorizes a court to award or a corporation’s board of directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.
 
HP’s certificate of incorporation contains a provision eliminating the personal liability of HP’s directors to HP or its stockholders for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.
 
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HP’s bylaws provide for the indemnification of HP’s directors and officers to the maximum extent permitted by Delaware law. HP’s bylaws also provide:
 
(i)           that HP is authorized to enter into individual indemnification contracts with HP’s directors and officers to the fullest extent not prohibited by Delaware law, and
 
(ii)          that HP shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under Delaware law, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors.
 
HP maintains liability insurance for HP’s directors and officers. HP has also agreed to indemnify certain officers against certain claims by their former employers as a result of their employment by HP.
 
In addition, HP’s bylaws give HP the power to indemnify HP’s employees and agents to the fullest extent permitted by Delaware law.
 
Item 7.   Exemption from Registration Claimed
 
                Not applicable.
 
 
Item 8. Exhibits
 
Exhibit Number
  
Exhibit Description
4.1
  
Amended and Restated 3Com Corporation 2003 Stock Plan
4.2
  
Amended and Restated 3Com Corporation 1994 Stock Option Plan
4.3
  
Amended and Restated 3Com Corporation 1983 Stock Option Plan
4.4   3Com Corporation Director Stock Option Plan
4.5
  
3Com Corporation Stand Alone Stock Option Agreement with Saar Gillai
4.6
  
3Com Corporation Stand Alone Restricted Stock Agreement with Saar Gillai
4.7
  
3Com Corporation Stand Alone Stock Option Agreement with Ronald A. Sege
4.8
  
3Com Corporation Stand Alone Restricted Stock Agreement with Ronald A. Sege
4.9
  
3Com Corporation Stand Alone Stock Option Agreement with Jay Zager
  4.10
  
3Com Corporation Stand Alone Restricted Stock Agreement with Jay Zager
5.1
 
Opinion re legality.
23.1 
  
Consent of Counsel (included in Exhibit 5.1).
23.2 
  
Consent of Independent Registered Public Accounting Firm.
24    
  
Power of Attorney (included on the signature pages of this Registration Statement) and incorporated herein by reference.
     
Item 9.   Undertakings
 
                A.           The undersigned Registrant hereby undertakes:
 
 
(1)          to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
                                               (i)          to include any prospectus required by Section 10(a)(3) of the Securities Act.
 
                                              (ii)         to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement – notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
 
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                                              (iii)        to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided, however, that paragraphs A(1)(i) and A(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
(2)          that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
 
(3)          to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4)          that, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
 
(5)          that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
                                              (i)           any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
 
                                              (ii)          any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
 
                                              (iii)        the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
 
                                              (iv)        any other communication that is an offer in the offering made by the Registrant to the purchaser.
 
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B.           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
C.           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
II-4
 

 
 
 



SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 April 23, 2010.
 
   
 
Hewlett-Packard Company
 
 
By:
  /s/ PAUL T. PORRINI
 
 
        Paul T. Porrini
        Vice President, Deputy General Counsel
           and Assistant Secretary
 
       
 
         
 
II-5
 

 
 
 




POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Hewlett-Packard Company, a Delaware corporation, do hereby constitute and appoint Michael J. Holston, Paul T. Porrini and Catherine A. Lesjak, 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 Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
   
 
    
  /s/ MARK V. HURD  
Chairman, Chief Executive Officer and President
  
April 23, 2010 
Mark V. Hurd
  
(Principal Executive Officer)
    
         
   
 
    
  /s/ CATHERINE A. LESJAK  
Executive Vice President and Chief Financial Officer
  
April 23, 2010 
Catherine A. Lesjak
  
(Principal Financial Officer)
    
         
         
  /s/ JAMES T. MURRIN  
Senior Vice President and Controller
  
April 23, 2010 
James T. Murrin
  
(Principal Accounting Officer)
    
         
         
  /s/ MARC L. ANDREESSEN  
Director
  
April 23, 2010 
Marc L. Andreessen
        
         
         
  /s/ LAWRENCE T. BABBIO, JR.  
Director
  
April 23, 2010 
Lawrence T. Babbio, Jr.
        
         
         
  /s/ SARI M. BALDAUF  
Director
  
April 23, 2010 
Sari M. Baldauf
        
 
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  /s/ RAJIV L. GUPTA  
Director
  
April 23, 2010 
Rajiv L. Gupta
        
         
         
  /s/ JOHN H. HAMMERGREN  
Director
  
April 23, 2010 
John H. Hammergren
        
         
         
  /s/ JOEL Z. HYATT  
Director
  
April 23, 2010 
Joel Z. Hyatt
        
         
         
  /s/ JOHN R. JOYCE  
Director
  
April 23, 2010 
John R. Joyce
        
         
         
  /s/ ROBERT L. RYAN  
Director
  
April 23, 2010 
Robert L. Ryan
        
         
         
  /s/ LUCILLE S. SALHANY  
Director
  
April 23, 2010 
Lucille S. Salhany
        
         
         
  /s/ G. KENNEDY THOMPSON     Director     April 23, 2010 
G. Kennedy Thompson
        
         


 
II-7
 

 
 
 

EXHIBIT INDEX


 
Exhibit Number
  
Exhibit Description
4.1
  
Amended and Restated 3Com Corporation 2003 Stock Plan
4.2
  
Amended and Restated 3Com Corporation 1994 Stock Option Plan
4.3
  
Amended and Restated 3Com Corporation 1983 Stock Option Plan
 4.4   3Com Corporation Director Stock Option Plan
4.5
  
3Com Corporation Stand Alone Stock Option Agreement with Saar Gillai
4.6
  
3Com Corporation Stand Alone Restricted Stock Agreement with Saar Gillai
4.7
  
3Com Corporation Stand Alone Stock Option Agreement with Ronald A. Sege
4.8
  
3Com Corporation Stand Alone Restricted Stock Agreement with Ronald A. Sege
4.9
  
3Com Corporation Stand Alone Stock Option Agreement with Jay Zager
  4.10
  
3Com Corporation Stand Alone Restricted Stock Agreement with Jay Zager
5.1
  
Opinion re legality.
23.1 
  
Consent of Counsel (included in Exhibit 5.1).
23.2 
  
Consent of Independent Registered Public Accounting Firm.
24    
 
Power of Attorney (included on the signature pages of this Registration Statement) and incorporated herein by reference.