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HPQ > SEC Filings for HPQ > Form 8-K on 12-Dec-2011All Recent SEC Filings

Show all filings for HEWLETT PACKARD CO

Form 8-K for HEWLETT PACKARD CO


12-Dec-2011

Other Events


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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