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| HPQ > SEC Filings for HPQ > Form 8-K on 27-Feb-2009 | All Recent SEC Filings |
27-Feb-2009
Other Events
On February 23, 2009, 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 and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named therein, for the issuance and
sale by HP of (i) $275 million aggregate principal amount of its Floating Rate
Global Notes due February 24, 2011, (ii) $1 billion aggregate principal amount
of its 4.25% Global Notes due February 24, 2012 and (iii) $1.5 billion aggregate
principal amount of its 4.75% Global Notes due June 2, 2014 ((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. 333-134327) filed with the
Securities and Exchange Commission on May 22, 2006 (the "Registration
Statement"). On February 26, 2009, 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 February 26, 2009 (the "301 Officers' Certificate"), authorizing the terms of the Notes pursuant to Section 301 of the Indenture (as defined below) governing the Notes is attached hereto as Exhibit 4.4. 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, 4.3, 4.4, 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 and Morgan Stanley & Co.
Incorporated
Exhibit 4.1 Form of Floating Rate Global Note due February 24, 2011
Exhibit 4.2 Form of 4.25% Global Note due February 24, 2012
Exhibit 4.3 Form of 4.75% Global Note due June 2, 2014
Exhibit 4.4 Officers' Certificate (exhibits omitted) dated February 26, 2009,
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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