SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
September 8, 2010
Date of Report (Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On September 8, 2010, Hewlett-Packard Company (HP) entered into an Underwriting Agreement (the Underwriting Agreement), among HP, Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, for the issuance and sale by HP of (i) $800,000,000 aggregate principal amount of its Floating Rate Global Notes due September 13, 2012, (ii) $1,100,000,000 aggregate principal amount of its 1.250% Global Notes due September 13, 2013 and (iii) $1,100,000,000 aggregate principal amount of its 2.125% Global Notes due September 13, 2015 ((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 HPs 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 September 13, 2010, 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. HPs officers certificate, dated September 13, 2010 (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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.