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HPQ > SEC Filings for HPQ > Form 8-K on 8-Dec-2008All Recent SEC Filings

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Form 8-K for HEWLETT PACKARD CO


8-Dec-2008

Other Events


Item 8.01. Other Events.

On December 2, 2008, Hewlett-Packard Company ("HP") entered into an Underwriting Agreement (the "Underwriting Agreement"), among HP, Banc of America Securities, LLC, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, for the issuance and sale by HP of $2 billion aggregate principal amount of its 6.125% Global Notes due March 1, 2014 (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. 333-134327) filed with the Securities and Exchange Commission on May 22, 2006 (the "Registration Statement"). On December 5, 2008, HP closed its public offering of the Notes.

The Underwriting Agreement is attached hereto as Exhibit 1.1. A form of the Notes is attached hereto as Exhibit 4.1. HP's officers' certificate (the "301 Officer's Certificate"), dated December 5, 2008, authorizing the terms of the Notes pursuant to Section 301 of the Indenture (as defined below) governing the Notes is attached hereto as Exhibit 4.2. Also attached hereto as Exhibits 99.1 and 99.2 are the legal opinions of HP and Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), respectively, relating to the enforceability of the Notes, pursuant to Exhibit 5 of the Registration Statement.

The purpose of this Current Report is to incorporate by reference the form of the Notes, the Underwriting Agreement, the 301 Officers' Certificate and each of the opinions of HP and WSGR (attached hereto as Exhibits 1.1, 4.1, 4.2, 99.1 and 99.2, 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 among HP, Banc of America Securities, LLC,
               Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc.,
               Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner &
               Smith Incorporated and Morgan Stanley & Co. Incorporated
Exhibit 4.1    Form of 6.125% Global Note due March 1, 2014
Exhibit 4.2    Officers' Certificate (exhibits omitted) dated December 5, 2008,
               delivered pursuant to Section 301 of the Indenture dated as of
               June 1, 2000 (the "Indenture") entered into by and between
               Hewlett-Packard Company 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 99.1   Opinion of Paul T. Porrini
Exhibit 99.2   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation


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