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HPQ > SEC Filings for HPQ > Form 8-K on 14-Jan-2014All Recent SEC Filings

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Form 8-K for HEWLETT PACKARD CO


14-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 9, 2014, Hewlett-Packard Company ("HP") entered into an Underwriting Agreement (the "Underwriting Agreement") among HP, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named therein, for the issuance and sale by HP of (i) $1,250,000,000 aggregate principal amount of its 2.750% Global Notes due January 14, 2019 and (ii) $750,000,000 aggregate principal amount of its Floating Rate Global Notes due January 14, 2019 ((i) and (ii) 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. 333-181669) filed with the Securities and Exchange Commission on May 24, 2012 (the "Registration Statement"). On January 14, 2014, 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 and 4.2. HP's officers' certificate, dated January 14, 2014 (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 4.3. 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 Underwriting Agreement, the form of the Notes, 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, 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 Number Description

Exhibit 1.1    Underwriting Agreement dated January 9, 2014, among HP, BNP Paribas
               Securities Corp., Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, RBS Securities Inc. and Wells Fargo Securities, LLC

Exhibit 4.1    Form of 2.750% Global Notes due January 14, 2019

Exhibit 4.2    Form of Floating Rate Global Notes due January 14, 2019


Exhibit 4.3    Officers' Certificate dated January 14, 2014, delivered pursuant to
               Section 301 of the Indenture, dated as of June 1, 2000 (the
               "Indenture"), 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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