As filed with the Securities and Exchange Commission on December 6, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HEWLETT-PACKARD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-1081436
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3000 HANOVER STREET, PALO ALTO, CALIFORNIA
HP Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | | | 94-1081436 |
(State of incorporation) | | | (IRS Employer Identification Number) |
1501 Page Mill Road
Palo Alto, California 94304
(650) 857-1501
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ANN O. BASKINS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
3000 HANOVER STREET, PALO ALTO, CALIFORNIA
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Rick Hansen
Deputy General Counsel, Corporate and Corporate Secretary
1501 Page Mill Road
Palo Alto, California 94304
(650) 857-1501
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
CHARLES N. CHARNAS, ESQ. MARTIN W. KORMAN, ESQ.
MELANIE D. VINSON, ESQ. BRADLEY L. FINKELSTEIN, ESQ.
HEWLETT-PACKARD COMPANY WILSON SONSINI GOODRICH & ROSATI
3000 HANOVER STREET PROFESSIONAL CORPORATION
PALO ALTO, CA 94304 650 PAGE MILL ROAD
(650) 857-1501 PALO ALTO, CA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Shirley Lo Christopher Kortum HP Inc. 1501 Page Mill Road Palo Alto, California 94304 (650) 857-1501 | | | Andrew L. Fabens Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 (212) 351-4000 |
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
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Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /
☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/
☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /_______
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /_______
☐
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. / /
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CALCULATION OF REGISTRATION FEE
☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
| | | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall also cover any additional shares of our
common stock whichthereafter become issuable under the rights to purchase HP stock by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without our receipt of consideration that
resultseffective in an increase in the number of the outstanding shares of our
common stock.
(2) Each share of common stock includes a right to purchase one one-thousandth
of a share of Series A Participating Preferred Stock.
(3) Represents the estimated maximum number of shares of common stock of the
Registrant to be issued upon the exercise of options and other rights to
acquire common stock of former employees and directors of Compaq Computer
Corporation ("Compaq") following the completion of the merger of a
wholly-owned subsidiary of the Registrantaccordance with and into Compaq (the
"Merger") based on the issuance of 0.6325 of a share of the Registrant's
common stock for one share of common stock of Compaq that the options and
rights were exercisable for immediately prior to the completion of the
Merger.
(4) Calculated solely for purposes of this offering under Rule 457(g)Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONthe Commission acting pursuant to said Section 8(a), MAY DETERMINE.
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may determine.
The information in this prospectus is not complete and may be changed. WeThese securities may not sell the securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Prospectus
HP Inc.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
We are registering a total of upmay offer from time to 21,126,566 shares of ourtime, in one or more offerings, debt securities, common stock, that are issuable to certain former employeespreferred stock, depositary shares and directorswarrants. This prospectus describes the general terms of Compaq
Computer Corporation upon their exercise of certain optionsthese securities and other rights to
purchase common stock that we assumedthe general manner in connection with our merger transaction
involving Compaq. If all such former employees and directors purchase our common
stock subject to the assumed options and rights,which we will receive aggregateoffer them. We will provide the specific terms and prices of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which we will offer these securities and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.
We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The names of any underwriters, dealers or agents involved in the sale of any securities and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sale of those securities. Our net proceeds from the sale of up to approximately $656,824,760.
SEE "RISK FACTORS" ON PAGE 1 FOR INFORMATION YOU SHOULD CONSIDER BEFORE
BUYING THE SECURITIES.
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securities also will be set forth in the applicable prospectus supplement.
Our common stock is listed on the New York Stock Exchange Composite
Tape under the symbol "HWP." On April 15, 2002, the reported last sale price“HPQ.”
See risk factors in Item 1A of our common stockAnnual Report on Form 10-K for the New York Stock Exchange Composite Tape was $17.88
per share.
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You should rely only on the information included in this prospectus. Wefiscal year ended October 31, 2022, as they have not authorized anyone to provide you with different information. You should
not assume that the information in this prospectus is accurate as of any date
other than the date below.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated _____, 2002
TABLE OF CONTENTS
SUMMARY
We are registering a total of up to 21,126,566 shares of our common
stock that are issuable to certain former employees and directors of Compaq
Computer Corporation ("Compaq") upon their exercise of certain options and other
rights to purchase common stock that we assumed in connection with our merger
transaction involving Compaq. Contained below are descriptions of the terms of
each of the Compaq stock plans to which these options or other rights to
purchase common stock may be subject. See "Compaq Computer Corporation Stock
Plans."
RISK FACTORS
Before acquiring any ofupdated and modified periodically in our reports filed with the securities that may be offered hereby, you
should carefully consider the risks discussedSecurities and Exchange Commission (the “SEC”) as described in the section of our Form 10-Q,
filed March 12, 2002 for the fiscal quarter ended January 31, 2002, entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors That Could Affect Future Results," which is incorporated“Information Incorporated by Reference” in this document by reference.
THE COMPANY
We are a leading global provider of computing, printing and imaging
solutions and services for business and home, and are focused on making
technology and its benefits accessible to all. We currently organize our
operations into five major businesses.
o IMAGING AND PRINTING SYSTEMS provides printer hardware, supplies,
imaging products and related professional and consulting services.
Printer hardware consists of laser and inkjet printing devices,
which include color and monochrome printers for the business and
home, multi-function laser devices and wide- and large-format inkjet
printers. Supplies offer laser and inkjet printer cartridges and
other related printing media. Imaging products include all-in-one
inkjet devices, scanners, digital photography products, personal
color copiers and faxes. Professional and consulting services are
provided to customers on the optimal use of printing and imaging
assets.
o EMBEDDED AND PERSONAL SYSTEMS provides commercial personal computers
(PCs), home PCs, a range of handheld computing devices, digital
entertainment systems, calculators and other related accessories,
software and services for commercial and consumer markets.
Commercial PCs include the Vectra and e-PC desktop series, as well
as OmniBook notebook PCs. Home PCs include the Pavilion series of
multimedia consumer desktop PCs and notebook PCs. Digital
entertainment systems offer the DVD+RW drives as well as digital
entertainment center products. Handheld computing devices include
the Jornada handheld products which run on Pocket PC(R) software.
o COMPUTING SYSTEMS provides workstations, UNIX(R) servers, PC
servers, storage and software solutions. Workstations provide
UNIX(R), Windows and Linux-based systems. The UNIX(R) server
offering ranges from low-end servers to high-end scalable systems
such as the Superdome line, all of which run on our PA-RISC
architecture and the HP-UX operating system. PC servers offer
primarily low-end and mid-range products that run on the
Windows(R) and Linux(R) operating systems. Storage provides
mid-range and high-end array offerings, storage area networks and
storage area management and virtualization software, as well as
tape and optical libraries, tape drive mechanisms and tape media.
The software category offers OpenView and other solutions
designed to manage large-scale systems and networks. In addition,
software includes telecommunications infrastructure solutions and
middleware.
o IT SERVICES provides customer support, consulting and outsourcing
delivered with the sales of HP solutions. Customer support offers a
range of high-value solutions from mission-critical and networking
services that span the entire IT environment to low-cost,
high-volume product support. Consulting provides industry-specific
business and IT consulting and system integration services in areas
such as financial services, telecommunications and manufacturing, as
well as cross-industry expertise in Customer Relationship Management
(CRM), e-commerce and IT infrastructure. Consulting also includes
complementary third party products delivered with the sales of HP
Solutions. Outsourcing offers a range of IT management services,
both comprehensive and selective, including transformational
infrastructure services, client computing managed services, managed
web services and application services to medium and large companies.
o FINANCING supports and enhances HP's global product and services
solutions. As a strategic enabler to HP, financing provides a broad
range of value-added financial services and computing and printing
utility offerings to large global and enterprise customers as well
as small and medium businesses and consumers. Financing offers
innovative, personalized and flexible alternatives to balance
individual customer cash flow, technology obsolescence and capacity
needs.
We were incorporated in 1947 under the laws of the State of California
as the successor to a partnership founded in 1939 by William R. Hewlett and
David Packard. Effective in May 1998, we changed our state of incorporation from
California to Delaware. prospectus.
Our principal executive offices are located at 3000
Hanover Street,1501 Page Mill Road, Palo Alto, California 94304. Our94304, and our telephone number at that location is (650) 857-1501.
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UNIX
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a registered trademark of the Open Group; Windows is a
registered trademark of Microsoft Corporation in the United States and/or other
countries; Linux is a registered trademark of Linus Torvalds.
RECENT DEVELOPMENTS
An Agreement and Plan of Reorganization, dated as of September 4, 2001,
was entered into by and among HP, Heloise Merger Corporation, a wholly-owned
subsidiary of HP, and Compaq (the "Merger Agreement")criminal offense. The Merger Agreement
provides that Heloise Merger Corporation will merge with and into Compaq (the
"Merger") and Compaq will survive the merger as a wholly-owned subsidiary of HP.
Compaq is a leading global provider of information technology products,
services and solutions for enterprise customers. Compaq designs, develops,
manufactures and markets information technology equipment, software, services
and solutions, including industry-leading enterprise storage and computing
solutions, fault-tolerant business-critical solutions, communication products,
personal desktop and notebook computers and personal entertainment and Internet
access devices.
The Merger Agreement provides that upon completion of the merger,
holders of Compaq common stock will be entitled to receive 0.6325 of a share of
HP common stock for each share of Compaq common stock they then hold. In
addition, upon completion of the merger, HP will assume outstanding stock
appreciation rights and options to acquire shares of Compaq common stock, each
at the exchange ratio
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referred to in the preceding sentence, and assume certain Compaq stock plans.
HP shareowners will continue to own their existing shares of HP common stock
after the merger. The shares of HP common stock issued in exchange for shares
of Compaq common stock in connection with the merger will represent
approximately 35.7% of the outstanding shares of HP common stock immediately
following the completion of the merger, based on the number of shares of HP
and Compaq common stock outstanding on January 28, 2002.
The Merger Agreement provides that completion of the merger is subject
to customary closing conditions that include, among others, receipt of required
approvals from HP shareowners and from Compaq shareowners, respectively, and
receipt of required antitrust approvals. The merger was subject to review by the
United States Federal Trade Commission under the Hart-Scott-Rodino Improvements
Act of 1976, the European Commission under Council Regulation No. 4064/89 of the
European Community and by the Canadian Competition Bureau under the Competition
Act (Canada)
, among other governmental authorities. On December 20, 2001, the
Canadian Competition Bureau completed its review of the proposed merger and
found no issues of competitive concern. On January 31, 2002, the European
Commission issued a formal decision clearing the merger. On March 6, 2002, the
U.S. Federal Trade Commission closed its review of the merger and the waiting
period under the Hart-Scott-Rodino Act was terminated.
On February 5, 2002 HP filed a registration statement on Form S-4 with
the Securities and Exchange Commission containing a definitive joint proxy
statement/2022
This prospectus regarding the merger. On March 19, 2002, HP held a special
meeting of shareowners in order to consider and vote upon a proposal to approve
the issuance of shares in connection with the proposed merger. On March 20,
2002, Compaq held a special meeting of shareowners in order to consider and vote
upon a proposal to approve and adopt the Merger Agreement and approve the
merger.
On March 28, 2002, Walter B. Hewlett, individually and as Trustee of
the William R. Hewlett Revocable Trust, and Edwin E. van Bronkhorst, as
co-Trustee of the William R. Hewlett Revocable Trust, filed suit against HP
in the Delaware Court of Chancery, New Castle County. Mr. Hewlett is a
director of HP. The complaint, which is brought pursuant to Section 225 of
the Delaware General Corporation Law, alleges that HP management engaged in
improper conduct in the solicitation of proxies in connection with HP's
proposal to issue shares in connection with the merger. In particular, the
complaint alleges that HP used corporate assets to entice and coerce
financial institutions to vote in favor of the merger and made materially
misleading public statements regarding the planned integration of the two
companies. The complaint seeks, among other things, a declaration that
certain proxies are invalid, a decree that the proposal to issue shares in
connection with the proposed Compaq merger was defeated (or, in the
alternative, requiring a new vote after the re-solicitation of proxies), and
a preliminary and permanent injunction against HP completing the issuance of
HP shares in connection with the merger. On April 8, 2002, the Chancellor
denied HP's motion to dismiss the complaint. The matter is scheduled for
trial beginning on April 23, 2002. HP believes that the complaint is without
merit and intends to defend itself vigorously.
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COMPAQ COMPUTER CORPORATION STOCK PLANS
OVERVIEW
THE MERGER WITH HEWLETT-PACKARD
Under the terms of the Merger Agreement, Compaq Computer Corporation
("Compaq") is to become a wholly-owned subsidiary of Hewlett-Packard Company
("HP") upon completion of the Merger. In connection with the Merger, certain
Compaq stock plans and unexpired stock options and Stock Appreciation Rights
(SARs) granted under the following plans (the "Plans") are to be assumed by
HP:
o Compaq Computer Corporation 2001 Stock Option Plan,
o Compaq Computer Corporation 1998 Stock Option Plan,
o Compaq Computer Corporation 1995 Equity Incentive Plan,
o Compaq Computer Corporation 1989 Equity Incentive Plan,
o Compaq Computer Corporation Nonqualified Stock Option Plan for
Non-Employee Directors,
o Compaq Computer Corporation 1985 Stock Option Plan,
o Compaq Computer Corporation 1985 Executive and Key Employee Stock
Option Plan,
o Compaq Computer Corporation 1985 Nonqualified Stock Option Plan, and
o Compaq Computer Corporation 1998 Former Nonemployee Replacement
Option Plan.
In the Merger all shares will be converted from shares of Compaq common
stock into shares of HP common stock. If you received a stock option or SAR
prior to the Merger, then the number of shares covered by your stock option or
SAR after the Merger is determined as follows:
The number of Compaq shares covered by your stock option or SAR at the
effective time of the Merger is multiplied by 0.6325 (the "Exchange
Ratio"). The result, rounded down to the nearest whole number, is the
number of shares of HP common stock covered by your assumed stock
option or SAR immediately after the Merger.
If you received a stock option or SAR prior to the Merger, then the
exercise price of your stock option or SAR will be adjusted as a result of the
Merger. The per share exercise price of each stock option or SAR is determined
as follows:
The original exercise price per Compaq share (as shown in your stock
option or SAR agreement) is divided by 0.6325. The result, rounded up
to the nearest whole cent, is the stock option or SAR's exercise price
per share of HP stock immediately after the Merger.
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Each assumed stock option or SAR will continue to have, and remain
subject to, substantially the same terms and conditions as in effect immediately
before the Merger, except as described in this prospectus and the letter to be
provided regarding the conversion of your stock option or SAR.
After the Merger, awards may be granted by HP to eligible service
providers from the following assumed plans:
o Compaq Computer Corporation 2001 Stock Option Plan (under which
stock options and SARs may be issued to eligible employees and
directors of HP and its affiliates and approximately 50,600,000
shares of HP common stock are reserved for issuance),
o Compaq Computer Corporation 1998 Stock Option Plan (under which
stock options and SARs may be issued to eligible employees and
directors of HP and its affiliates and approximately 63,250,000
shares of HP common stock are reserved for issuance),
o Compaq Computer Corporation 1995 Equity Incentive Plan (under which
stock options and SARs may be issued to eligible employees of HP and
its affiliates and approximately 41,544,180 shares of HP common
stock are reserved for issuance), and
o Compaq Computer Corporation 1989 Equity Incentive Plan (under which
stock options, SARs and restricted stock may be issued to eligible
employees of HP and its affiliates and approximately 169,531,191
shares of HP common stock are reserved for issuance).
After the Merger, no stock options or SARs will be granted under the
following plans:
o Compaq Computer Corporation Nonqualified Stock Option Plan for
Non-Employee Directors (under which approximately 1,054,353 shares
of HP common stock are subject to outstanding awards),
o Compaq Computer Corporation 1985 Stock Option Plan (under which
approximately 2,761,838 shares of HP common stock are subject to
outstanding awards),
o Compaq Computer Corporation 1985 Executive and Key Employee Stock
Option Plan (under which approximately 456,952 shares of HP common
stock are subject to outstanding awards),
o Compaq Computer Corporation 1985 Nonqualified Stock Option Plan
(under which approximately 448,241 shares of HP common stock are
subject to outstanding awards), and
o Compaq Computer Corporation 1998 Former Nonemployee Replacement
Option Plan (under which approximately 55,345 shares of HP common
stock are subject to outstanding awards).
The shares of HP common stock issued under the Plans are authorized but
unissued shares. Participants generally may continue to exercise their stock
options and SARs in accordance with their terms. All stock options and SARs
granted prior to September 1, 2001 became fully vested on March 20, 2002.
GENERAL INFORMATION
Receiving a grant of stock options or SARs is a significant event. It
means you have the opportunity to benefit from HP's future growth at no up-front
cost or risk to you. Stock options and SARs are granted to employees for two
important reasons:
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o First, stock options and SARs are a way to reward you for your
contribution to Compaq's, and now HP's, success. The grant is part of a total reward package“shelf” registration statement that includes pay and other benefits.
o Second, by owning stock options or SARs, you can benefit fromwe have filed with the future growth in our stock price.
This prospectus provides important information about your stock options
and SARs and explains many of the considerations involved inSEC. By using or
"exercising" them. It also explains the tax implications, both at the time you
exercise your stock options or SARs and at the time youa shelf registration statement, we may sell, any stock you may
acquire through the Plans.
WHAT IS STOCK?
When you own stock - or shares - in a company, you own a portion of
that company. Companies sell stock as a way to raise money - money that is then
used for a wide range of business purposes, like constructing buildings, buying
equipment, or funding research and development.
Generally, people invest in stock because they believe they can make a
profit from owning it over a period of time. Owners of stock - who are called
shareowners - hope to make profits by selling it for more than they paid for it
or through the receipt of dividends.
WHAT IS A STOCK OPTION?
One way a company can reward its employees is to give them stock
options. A stock option is just that - a stock option, or a choice - to buy
stock. Your stock options now give you the opportunity to buy HP stock in the
future at a price set today. If the stock price goes up, your stock options can
be very valuable. If the stock price goes down, then you simply don't use your
stock options - there's no risk to you.
WHAT IS A STOCK APPRECIATION RIGHT (SAR)?
In a few countries, it is not possible or practical to grant stock
options because of local regulations. In those countries, Stock Appreciation
Rights (SARs) are granted. A Stock Appreciation Right has the same general terms
and conditions as a stock option. You benefit from any increase in the value of
HP stock. HOWEVER, WITH SARS, THE EMPLOYEE CANNOT EXERCISE AND TAKE POSSESSION
OF THE UNDERLYING SHARES. Instead, when employees exercise, they receive a cash
payment from the company equal to the amount the current stock price exceeds the
exercise price of the SAR.
WHAT IS RESTRICTED STOCK?
HP will have the ability to issue stock as restricted stock to eligible
employees under the Compaq 1989 Equity Incentive Plan. The compensation
committee of the HP Board of Directors (the "Compensation Committee") will be
able to impose whatever conditions to vesting (or forfeiture) it determines to
be appropriate and may issue restricted stock for little or no cash
consideration. Prior to vesting, participants holding shares of restricted stock
may exercise full voting rights with respect to the shares and may receive all
dividends and other distributions paid with respect to the shares, unless the
Compensation Committee determines otherwise.
If HP grants an award of restricted stock, HP will send the participant
a written agreement (a "restricted stock agreement") between HP and the
participant. The restricted stock agreement will show the
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number of shares of restricted stock granted, the vesting schedule, and any
other terms and conditions that the Compensation Committee determines in its
discretion.
ELIGIBILITY
WHO IS ELIGIBLE TO PARTICIPATE IN THE PLANS?
Employees and directors of Compaq and its affiliates were eligible to
receive stock options, SARs and restricted stock from the Plans. After the
Merger, employees and directors of HP and its affiliates are eligible to receive
stock options, SARs and restricted stock from the assumed Plans. For purposes of
the Plans, an "affiliate" is any corporation or other entity (for example,
partnerships and joint ventures) controlling, controlled by, or under common
control with HP or Compaq. The Compensation Committee will have complete
authority to determine which employees and directors will be selected for future
participation in the assumed Plans.
COSTS
Unless required by local laws and/or regulations, there is no cost to
you at the time you first receive a grant of stock options or SARs. However, any
time you sell shares, you may be charged commissions and other fees. The income
from the exercise of the stock options may be subject to local taxation and
withholding taxes.
TAXES
When you exercise stock options or SARs, you may be subject to income
and other taxes according to local tax laws. U.S. taxes generally apply if you
live in the United States; however, taxation could depend on where you lived
when the shares vested. HP strongly suggests that you consult with a tax advisor
prior to exercising your stock option or SAR. Information about taxes outside
the U.S. is also provided below.
The following discussion is intended only as a summary of the general
U.S. income tax laws that apply to stock options and SARs. However, the federal,
state and local tax consequences to you will depend upon your individual
circumstances.
The following discussion assumes that the per share exercise price of a
stock option or SAR is less than the fair market value of a share on the date of
exercise.
U.S. TAXES
This section does not cover any state or local income tax consequences
associated with exercising a stock option or SAR, and does not purport to be a
complete discussion of all relevant federal income tax rules. HP does not give
tax advice and you are strongly urged to consult with your own tax advisor about
your individual circumstances.
NONQUALIFIED STOCK OPTIONS AND SARS
If you are granted a nonqualified stock option or SAR, you will not be
required to include an amount in income at the time of grant. However, when you
exercise the nonqualified stock option or SAR, you will have ordinary income to
the extent the value of the HP's stock on the date of exercise (and any cash)
you receive is greater than the exercise price you pay.
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For example, if you exercise 200 stock options with an exercise (stock
option) price of $25 per share when the stock's market value is $30 per share,
your gain is calculated as follows:
The gain of $1,000 is taxable at ordinary income tax rates. This gain
will be added to your W-2 income, and the company is required to withhold taxes
on this amount.
In accordance with federal law, HP will withhold a percentage of your
gain for federal income tax. HP must also withhold an additional amount for FICA
taxes.
If you buy and hold shares, or buy and sell only enough shares to cover
costs, you should maintain records on the shares you are holding. The market
value of these shares when you exercise your stock option becomes your cost
basis for these shares. Any gain or loss you recognize upon the sale or exchange
of the stock that you acquire generally will be treated as capital gain or loss
and will be long-term or short-term depending on whether you held the stock for
more than one year. The holding period for the stock will begin just after the
time you recognize income. The amount of such gain or loss will be the
difference between:
o the amount you realize upon the sale or exchange of the stock, and
o the value of the stock at the time you exercised your stock option.
Consult your tax advisor for more information on the tax treatment of a
future sale of stock. If you decide to keep shares of HP stock after exercising
your stock options, the amount of additional tax you'll pay at the time of a
later sale will also depend, in part, on how long you hold the shares.
TAX EFFECTS FOR HP
HP generally will receive a deduction for federal income tax purposes
in connection with a stock option or SAR equal to the ordinary income you
realize. HP will be entitled to its deduction at the time that you recognize the
ordinary income.
TAXES OUTSIDE THE U.S.
If you live outside the United States, please contact your local Stock
Option Administrator regarding tax withholding requirements. In many countries,
you are subject to local taxes on the income from stock option and SAR
transactions and the income may be subject to withholding taxes.
DATES AND DEADLINES
There are a number of key dates, deadlines and timing issues that
affect stock options and SARs.
o The grant date is the date on which you were granted your stock
options or SARs. Compaq or HP sets this date ahead of time.
o On the grant date, Compaq or HP determines:
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- How many shares you have the right to buy with your stock option
grant, or how many shares for which you will receive Stock
Appreciation Rights,
- The exercise price you will pay if you decide to buy shares
through your stock options, or that will be used to calculate
your gain for SARs,
- The vesting schedule, and
- The exercise period.
o You typically VEST in your stock options or SARs (which means
earning the right to exercise them) over a period of four years,
depending on the date of your grant.
Once you're vested, you have earned the right to buy shares, or receive
SAR gains, based on the market price on the grant date. Your grant notice will
specify the vesting schedule that applies to your grant.
ALL COMPAQ STOCK OPTIONS AND SARS GRANTED PRIOR TO SEPTEMBER 1, 2001
BECAME FULLY VESTED ON MARCH 20, 2002.
o When you exercise your stock options, you buy HP shares at the
exercise price determined on the grant date. The decision to
exercise is up to you. You may exercise all or part of your vested
stock options. After exercise, you can keep your shares, or sell
them at any time.
o Your exercise period - the period during which you have the right to
exercise your stock options - is generally 10 years, provided you
remain an employee. You must exercise your stock options or SARs
before they expire. Once the 10-year exercise period has passed, the
stock options and SARs are no longer valid. Please refer to the
employment status information below for more details.
WHEN TO EXERCISE
You should exercise your stock options or SARs when it makes the most
sense to do so, given your overall financial objectives. Only you and your
financial advisors can make that determination. Once you are vested, the
decision to exercise your outstanding stock options or SARs is always yours.
Exercising them is an important financial matter that should be considered as
carefully as any other long-term investment decision you make - like buying a
house, taking out a life insurance policy, or buying stock.
HP can't - and won't - tell you when to exercise, or when to sell any
stock you may acquire through your stock options. You must develop your own
strategy based on your financial goals. Before you exercise your stock options
or SARs, you may want to seek advice from a personal financial counselor or a
tax advisor.
You can exercise your stock options or SARs at any time after they
become vested, but before their expiration date. Please referand from time to time, in one or more offerings, the employment
statussecurities described in this prospectus.
This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information below for more details.
If you originally received a stock option grant from another company
that was converted to an HP stock option, your grant will expire on its original
expiration date as long as you remain an employee. If you terminate employment
for any reason,about the original terms of your grant will generally apply.
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those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You aren't required to exerciseshould read both this prospectus and any prospectus supplement together with the additional information described below, including a stock option or SAR as soon as it
becomes vested. To the extent that HP's share price increases, so does the valuedescription of your stock options or SARs. Remember, your exercise price does not change, so
if you wait to exercise and the stock price increases above your exercise (stock
option) price, you benefit from the increased value of HP's stock price. If the
stock price decreases below your exercise (stock option) price, you will not
recognize a benefit.
KNOWING HP'S STOCK PRICE
You can follow the daily price of HP stock in many newspapers and
through online resources. Depending on the resource used, the stock will be
listed under the New York Stock Exchange (NYSE) as "HWP."
No one can predict how any company's stock will perform. Many factors
can influence a stock's price, including the world's economy, our industry, the
company's recent performance, and the confidence of investors. If you consider
your HP stock as a long-term investment, you may be more concerned about the
stock's performance over longer periods of time, rather than daily fluctuationsbusiness, in the stock price.
TRANSACTIONS
There are a numbersections entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”
This prospectus contains summaries of different types of transactions involved with
stock options and SARs.
HOW TO EXERCISE STOCK OPTIONS
HP has arranged for employees to use a captive broker, currently
Salomon Smith Barney (SSB), a full-service stock brokerage firm, to exercise
stock options and sell shares on your behalf. This agreement includes three
different types of transactions:
o exercise to buy shares and hold the stock;
o exercise and sell enough shares to cover costs; and
o exercise to sell all shares.
Please refer to the buy/hold form and general instructions at Inline,
the Intranet website for employees.
Employeescertain provisions contained in participating countries can view, manage and execute a
sale of stock options on the Web using Benefit Access, a secure Internet site
managed by Salomon Smith Barney. Internet access to stock option accounts is
available at this time only to optionees in Canada, Czech Republic, Denmark,
Egypt, France, Hong Kong, Hungary, Ireland, Luxembourg, Malaysia, Morocco, New
Zealand, Saudi Arabia, Singapore, Slovakia, Spain, Sweden, United Arab Emirates,
and the United States. HP will offer this service to other countries as allowed
by local rules and regulations, through a phased rollout.
Please note that before you can access your account online, you MUST
REGISTER AND ACTIVATE YOUR ACCOUNT ONLINE, using security identifiers provided
by SSB. To register, follow the instructions on SSB's web site:
www.benefit.access.
Employees in participating countries may also access their stock option
accounts through Salomon Smith Barney's interactive telephone system at
1-877-636-7496 or 212-615-7835 if calling from outside the
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U.S. The automated phone system is available 24 hours, 7 days a week, and a
stock option to speak to a Customer Service Representative is available from 8
a.m. to 6 p.m. Eastern Time, Monday through Friday.
Employees outside the participating countries may request a statement
of your stock option/SAR account by contacting Employee Stock Services at
EmpEqtySvcs@Compaq.com or by calling 1-248-637-7780. For more information about
stock option grants please go to Inline.
Employees outside the participating countries must complete an exercise
form and fax it to SSB. The form and instructions can be found on Inline. If you
need assistance, call SSB at (650) 493-5335 for further information on
exercising your stock options. If SSB is not able to answer your question, ask
your local Stock Option Administrator or send an email to
EmpEqtySvcs@Compaq.com. If you do not have access to e-mail, you may call
Employee Stock Services at (248) 637-7780.
In addition to the exercise form, all employees outside the U.S. are
required to have an IRS Form W8-BEN on file with SSB prior to exercising your
stock options. A new form must be certified with SSB every three years.
More information about how to certify this form is available online at
Inline, or contact your local Stock Option Administrator.
Exercising your stock options through this arrangement offers several
advantages:
o SSB can instantly exercise your stock options and sell shares,
saving you time and money.
o SSB's services are provided by a group of brokers specially trained
in employee stock option plans. These services are not available
through local SSB brokerage offices.
o SSB automatically opens an account for you without any paperwork.
Your account information will not be used by any local SSB broker to
contact you for selling other services.
There are three ways you can exercise your stock options. The method
you select will depend on how you plan to use the stock you purchase. You may
want to hold your HP stock as a long-term investment or sell the stock and use
the cash for another purpose. You may exercise your vested stock options any
time before their expiration date. You do not have to exercise all of your
vested stock options at one time. You may exercise some, and wait to exercise
others.
You can choose from two methods to pay for your exercise:
o You may use your own money and pay cash, or
o You may sell some of the HP stock atdocuments described herein, but reference is made to the time you exercise your
stock options to cover the cost of buying the stock (plus applicable
fees and taxes) in a "cashless exercise."
The table below provides a brief summaryactual documents for complete information. All of the methods for exercising
your stock options.
As a stock option holder, you don't have voting rights or receive
dividends - to get these, you must exercise your stock options and keep the HP
stock you purchase. When you own HP stock, you have the same voting privileges
as other shareowners. You also sharesummaries are qualified in HP's future success through dividends
and any increased value in stock price.
Some exercise methods may not be available in countries whose laws
prohibit them. The exercise methods described below are available in the United
States. For more information on local exercise restrictions, ask your local
Stock Option Administrator, contact Employee Stock Services, or send an e-mail
to EmpEqtySvcs@Compaq.com.
EXERCISE TO BUY/HOLD STOCK
If you want to keep all the shares from your exercise as an investment
in HP's future, you may want to choose a cash purchase exercise. You will pay
the total stock option price and applicable taxes and fees with your own money.
A cash purchase exercise means you use your own money to exercise your stock
option and buy HP stock at the exercise price.
With this method, you write a check or send the funds by wire transfer
to pay the purchase price for the shares. Your payment must be drawn from a U.S.
bank, must be in U.S. dollars and must include fees and taxes. The shares are
then transferred to an account in your name. In the U.S., you pay taxes on the
difference between your exercise price and the current market price of HP's
stock. The market value is set by using the closing price on the date the funds
are receivedtheir entirety by the broker. Because you are not selling any shares when you
exercise to buy/hold, you don't pay any brokerage commissions.
Here are the steps to execute a buy/hold:
o Complete the Stock Option Exercise Notice (available on Inline) to
tell the company how many stock options you want to exercise, your
exercise price per share (listed on your Stock Option Notice), and
the total purchase price for the stock options. Then send SSB your
Exercise Notice with a check or wire transfer for the amountactual documents. Copies of your
purchase plus applicable taxes and fees.
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o When SSB receives your request and payment, they will purchase the
shares on your behalf and transfer them to your account. The Fair
Market Value on the date funds are received will be used to process
your Buy/Hold exercise.
o You will receive an Option Exercise Confirmation Statement from SSB
and HP.
If you want to pay cash for your purchase (that is, the exercise price
times the number of stock options you are exercising), but don't want to pay
cash for taxes and fees, SSB can sell some shares from your exercise to cover
any required taxes and fees. The remaining shares will be transferred to your
account.
EXERCISE TO SELL SHARES AND COVER COSTS
If you don't want to pay cash to exercise your stock options, you may
choose a cashless exercise. In a cashless exercise, SSB immediately sells some of the shares you exercisedocuments referred to pay for the shares you purchase plus taxes and
fees.
Of course, the current price for HP stock shouldherein have been filed or will be higher than your
exercise price for any exercise of stock options to make financial sense. The
broker sells only enough shares to cover the exercise price, commissions, fees,
and any applicable taxes, leaving you with the remaining shares to hold in your
account and benefit from any future increase in HP's stock price.
You can decide the price you are willing to accept for the shares you
are sellingfiled or incorporated by placing a market order or a limit order with SSB.
o MARKET ORDER is when you exercise a stock option and then sell
shares at the current price of HP stock on the New York Stock
Exchange.
o LIMIT ORDER is when you exercise a stock option and then sell shares
only if your HP stock can be sold at a specified price (usually a
higher price than the price at which HP shares are currently
trading). If you place a limit order, you can change or remove it at
any time.
EXERCISE TO SELL ALL SHARES
When you exercise your stock options with this method, the broker sells
all your shares, withholds applicable taxes, commissions, and fees, and gives
you the remaining money in cash. You will not benefit from any future increase
in HP's stock price. You will receive a broker's confirmation statement when the
shares are sold.
As with the exercise and sell to cover costs method, you decide the
price you are willing to accept for the shares you are selling. You can place a
market order or a limit order with SSB.
PAPERLESS TRANSACTIONS (U.S. EMPLOYEES AND PARTICIPATING COUNTRIES ONLY)
Employees are generally not required to complete any forms when they
use the SSB automated system to do a cashless exercise. Instructions by
telephone or the Internet will servereference as notice of exercise and agreementexhibits to the terms and conditionsregistration statement of the stock option plan under which the stock options were
granted. Employees are responsible for verifying with SSB the address to which
their proceeds should be mailed.
If you placethis prospectus is a cashless exercise order through SSB, they will notify HP
on your behalf. Effective the date of your sale, Employee Stock Services will
process your exercise and deliver the shares to SSB. When
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SSB receives the shares, they will send you the net proceeds and will send HP
money to cover the cost of the shares and any required withholding taxes. The
proceeds usually will be sent within 5 to 10 days of your sale.
If you are an employee based outside the U.S., please contact your
local Stock Option Administrator for information on how to exercise your stock
options.
HOW TO EXERCISE SARS
You may exercise your Stock Appreciation Rights by following these
steps:
o You may exercise your Stock Appreciation Rights as they become
vested. You do not have to exercise all of your vested rights. You
may exercise some and wait to exercise others.
o If you decide to exercise your Stock Appreciation Rights, contact
your local Stock Option Administrator or send an e-mail to
EmpEqtySvcs@Compaq.com to obtain vesting information. Employee Stock
Services will confirm your vested rights. You will need to deliver a
properly executed Stock Appreciation Rights exercise form to Salomon
Smith Barney and provide a copy of the form to your local Stock
Option Administrator. The form can be found on Inline under the
Employee Stock Services web site at Inline. Upon the brokers'
receipt of a properly executed notice, your request will be
processed. Your local subsidiary will be advised to deliver the
proceeds to you and will collect and report any applicable taxes.
RULES AND REGULATIONS
There are several key rules and regulations that affect stock options
and Stock Appreciation Rights (SARs), including employment status, stock splits
and what happens in the event of a company takeover.
EMPLOYMENT STATUS
If your employment is terminated, your vesting and the exercise period
of your stock options will be affected. Some of the most common status changes
are discussed here. Stock options and SARs from another company that were
converted to Compaq stock options or SARs may be affected differently. Please
note that you can never exercise a stock option or SAR after the date it
normally would have expired had it not been for your termination of employment.
o LEAVE OF ABSENCE WITHOUT PAY. You may exercise your vested stock
options or SARs until they expire, but you do not earn vesting
credit while on leave.
o RETIREMENT. You do not earn vesting credit after you retire.
However, you may still be able to exercise your vested stock options
or SARs for a period of time following retirement, as specified in
your grant notice.
o TERMINATION OF EMPLOYMENT. You stop accruing vesting on your
termination date, but you may still be able to exercise vested stock
options or SARs for a period of time following termination, as
specified in your grant notice or as provided by an amendment to
your stock option or SAR. Generally, if you were granted a Compaq
stock option or SAR after April 27, 2000 and your termination
occurred after September 1, 2001 then you will have 1 year to
exercise your vested stock option or SARs.
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If you are rehired by HP, previously granted stock options will not be
reinstated.
If your stock option or SAR expiration date falls on a non-trading day
(Saturday, Sunday, or holiday), the exercise must be executed before 3:00 p.m.
Houston time (4:00 p.m. EST) on the last trading day before your expiration
date.
o SHORT-TERM DISABILITY. You continue to accrue vesting in your stock
options or SARs while you are on a short-term disability or sick
leavepart, and you may exercise them while on short-term disability or
sick leave.
o LONG-TERM OR PERMANENT DISABILITY. The Plan under which your stock
options or SARs were granted will tell you when you may exercise
them if you become permanently disabled. Please refer to the
appropriate Plan, consult your local Stock Option Administrator or
Employee Stock Services, or send an e-mail to
EmpEqtySvcs@Compaq.com.
o DEATH. The period during which your estate may exercise your vested
stock options or SARs following your death is described in the Plan
under which they were granted. Please refer to the appropriate Plan,
consult with your local Stock Option Administrator, contact Employee
Stock Services, or send an e-mail to EmpEqtySvcs@Compaq.com.
All stock options and SARs are transferable to family members for
estate planning purposes (subject to certain limitations), except Tandem and
Digital Substitute Options, which cannot be assigned or transferred except by
will or the lawsobtain copies of descent and distribution. To find out more about
transferring your stock options, call your local Stock Option Administrator or
send an email to EmpEqtySvcs@Compaq.com.
Generally, you may transfer shares of stock after you purchase the
shares. You should consult with your tax advisor before transferring any stock
options or shares.
STOCK SPLITS
If HP stock splits, your stock options or SARs will split in the same
manner. For example, if the stock splits two for one, then any stock options or
SARs will double and the exercise price will be cut in half.
CHANGE IN CONTROL
All Compaq stock options and SARs granted prior to September 1, 2001
became exercisable in full on March 20, 2002, subject to the limitations
described in the Plan, as amended, under which your stock options or SARs were
granted. The effect of a change in control on all other stock options and SARs
is governed by the Plan, as amended, under which your stock options or SARs were
granted. A change in control is defined in the Plan, as amended, under which
your stock option or SAR was granted.
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DOCUMENTATION
This section:
o provides you with information about whom to contact and where to go
for more information or documentation about stock options and Stock
Appreciation Rights (SARs), and
o covers important laws concerning inside information.
CONTACT ADMINISTRATORS
The Compensation Committee of the HP Board of Directors, or its
delegate administers HP's employee stock option and SAR program. The
Compensation Committee serves at the discretion of the Board.
The Compensation Committee or its delegate establishes:
o Who may participate in the stock option program,
o How many shares are granted,
o What exercise price is specified,
o What exercise period is offered, and
o Other terms of the grant.
If you have questions about your grant or the program, you may contact:
Employee Stock Services
20555 S.H. 249, MC 110414
Houston, Texas 77070
PHONE: through HR Connect 800-890-3100, menu selection #5
PHONE: (248) 637-7780 outside the U.S.
EMAIL: EmpEqtySvcs@Compaq.com
PLAN DOCUMENT GOVERNS
The content regarding stock options, SARs and restricted stock in this
prospectus provides a basic explanation of the Plans. Each Plan has a formal
Plan document that describes its legal details. In the event of a conflict
between the information herein and the Plan document, the legal Plan document
governs.
HP reserves the right to amend or terminate the Plans at any time.
The information in this prospectus is neither a contract of employment
nor a guarantee of future benefits.
The Plans that comprise our stock program are not subject to the
Employee Retirement Income Security Act of 1974, as amended (ERISA), nor are
they qualified under Section 401(a) of the Internal Revenue Code. Benefits are
not protected by the Pension Benefit Guaranty Corporation.
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INSIDE INFORMATION
Exceptthose documents as described below the Plans generally place no limitations
upon a participant's ability to sell shares acquired under the Plans. HP will
not receive any part of the proceeds of any such sales.
HP's insider trading policy applies to all employees and directors of
HP and its affiliates. The insider trading policy prohibits a participant from
buying or selling shares when he or she has "inside information." Inside
information is material information about HP that is not yet public but that a
reasonable investor would consider important in deciding whether to buy or sell
shares.
A participant who is an "affiliate" of HP (within the meaning of Rule
405 under the Securities Act of 1933, as amended (the "Securities Act")), may
not resell under this prospectus any shares he or she purchases or receives
under the Plans. (HP's executive officers and members of the Board of Directors
are considered to be "affiliates" for this purpose.) Any such resales must be
either described in a separate prospectus, or, in certain instances, registered
in a separate registration statement, or sold in accordance with the
requirements of Rule 144 under the Securities Act or another exemption available
under the Securities Act.
Also, Section 16(b) of the Securities Act of 1933 permits HP to recover
any profit realized by certain officers, directors, and principal stockholders
of HP through the sale and purchase, or purchase and sale (as defined), of HP's
common stock within any period of less than six months.
GLOSSARY
COMMISSIONS
Payments to a stock broker for assistance with the sale of stock.
Commissions are based on the number of shares being sold.
COST BASIS
Generally, the actual amount you paid for shares. The cost basis is
used in determining your gain for U.S. income tax purposes when you sell shares.
DIVIDENDS
A sum of money paid to shareowners at the discretion of the Board of
Directors, subject to applicable law.
EXERCISE
When you decide to use your stock option to buy HP stock at your
exercise price.
EXERCISE PRICE
The exercise price is set on the grant date and listed on your Stock
Option Notice. It is the amount you pay for shares of HP stock at the time you
exercise a stock option, regardless of the stock's price on the New York Stock
Exchange.
EXPIRATION DATE
A date set generally 10 years from the stock option's grant date, when
your stock options will expire. If you do not exercise your stock options by the
expiration date, you will lose them. You may exercise vested stock options any
time before they expire. Your stock option's expiration date may be affected
upon your termination of employment.
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FEES
Any charges by the broker, other than commissions, for services
provided by the brokerage. Examples of fees include: charges for wire transfers,
overnight deliveries, and stock registration.
GAIN
The difference between your exercise (stock option) price and the
market value of HP stock when you exercise your stock option.
LIMIT ORDER
Your instruction to a stockbroker to sell shares only if your stock can
be sold at a price you specify (usually a higher price than the current market
price). Generally, the limit order remains in effect until the purchase or sale
takes place or the order is canceled. However, if you are a member of the
Restricted Trading Group, your order is automatically canceled when the trading
window is closed. You will need to resubmit your limit order when the trading
window opens.
MARKET ORDER
Your instruction to a stock broker to sell stock immediately at the
current market price.
MARKET PRICE OR MARKET VALUE
The closing price of HP's stock on the New York Stock Exchange on the
day you exercise a stock option or SAR. It is the actual sales price in the case
of a cashless exercise.
NONQUALIFIED STOCK OPTIONS
Stock options that do not receive preferential tax treatment under U.S.
federal tax law, so the gain from exercise is taxable when it becomes income to
you.
PLANS
The stock option plans listed above.
PUBLIC COMPANY
A corporation whose stock is registered under federal securities laws
and may be sold to the public. HP is a public company.
SHARE OF STOCK
A piece of ownership in a public company. Ownership of a corporation is
divided into many pieces, or "shares." The grant of a stock option entitles you
to purchase a specified number of shares of HP common stock.
SHAREOWNERS OR STOCKHOLDERS
Owners of a public company, such as HP.
STOCK APPRECIATION RIGHTS
The right for a specified period of time to receive cash proceeds equal
to the excess of the market price of HP stock over a specified price set forth
in the grant notice.
STOCK EXCHANGE
The market where shares of the stock of public companiessection entitled “Where You Can Find More Information.”
We are bought and
sold. Shares of HP stock are sold on the New York Stock Exchange. The HP trading
symbol is HWP.
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STOCK OPTION
The right to buy HP stock at a set price for a certain period of time.
STREET NAME
Shares of stock that you own but which are registered in the broker's
name rather than your name. The broker tracks the number of shares for you,
rather than sending you a stock certificate.
VESTING
Earning the right to exercise a stock option over a specified period of
time. Generally, stock options vest over a period of 48 months.
CONCLUSION
HP offers stock options and SARs to deserving employees around the
world. Stock Options and SARs are very valuable parts of a total rewards package
that gives you a real stake in the success you help generate for the company.
HP may update this prospectus in the future by furnishing to you an
appendix, memorandum, notice or replacement page containing updated information.
HP generally will not send you a new prospectus, except upon request.
Accordingly, you should keep this prospectus for future reference.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. HP has not authorized
anyone to provide you with different or additional information. HP is not making an offer to sell any stockof these securities in any state or countryjurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or anya prospectus supplement is accurate as of any date other than the date on the front of the document.
Except as otherwise noted, references in this document.prospectus to “HP,” “we,” “us” and “our” are to HP Inc. and its consolidated subsidiaries.
1
This prospectus, the prospectus supplement and the documents incorporated by reference into this prospectus contain forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of HP Inc. and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the impact of the COVID-19 pandemic; projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation matters; any statements of expectation or belief as to the timing and expected benefits of acquisitions and other business combination and investment transactions (including the acquisition of Plantronics, Inc.); and any statements of assumptions underlying any of the foregoing.
Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms.
Risks, uncertainties and assumptions that could affect our business and results of operations include factors relating to:
the impact of macroeconomic and geopolitical trends, changes and events, including the Russian invasion of Ukraine and tension across the Taiwan Strait and the regional and global ramifications of these events;
recent volatility in global capital markets, increases in benchmark interest rates and the effects of inflation;
risks associated with HP’s international operations; the effects of the COVID-19 pandemic;
the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance;
changes in estimates and assumptions HP makes in connection with the preparation of its financial statements;
the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services;
HP’s ability to execute on its strategic plans, including the previously announced initiatives, business model changes and transformation;
execution of planned structural cost reductions and productivity initiatives;
HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions;
the competitive pressures faced by HP’s businesses;
risks associated with executing HP’s strategy and business model changes and transformation;
2
successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape;
the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends;
successfully competing and maintaining the value proposition of HP’s products, including supplies;
challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle;
integration and other risks associated with business combination and investment transactions;
the results of our restructuring plans (including the 2023 plan), including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of our restructuring plans;
the protection of HP’s intellectual property assets, including intellectual property licensed from third parties;
the hiring and retention of key employees;
disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events;
the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws;
our aspirations related to environmental, social and governance matters;
potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and
other risks that are described in our filings with the SEC, including but not limited to the risks described under the caption “Risk Factors” contained in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 and that are otherwise described or updated from time to time in HP’s other filings with the SEC.
HP assumes no obligation and does not intend to update these forward-looking statements.
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Unless otherwise specified in a prospectus supplement, the net proceeds from the sale of the securities to which this prospectus relates will be used for general corporate purposes. General corporate purposes may include repayment of debt, repurchases of outstanding shares of common stock, acquisitions, investments, additions to working capital, capital expenditures and advances to or investments in our subsidiaries. Net proceeds may be temporarily invested prior to use.
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This section describes the general terms and provisions of any senior debt securities and subordinated debt securities (together, the “debt securities”) that we may offer in the future. A prospectus supplement relating to a particular series of debt securities will describe the material terms of that particular series and the extent to which the general terms and provisions contained herein apply to that particular series.
General
The debt securities will either be our senior debt securities or our subordinated debt securities. We expect to issue the debt securities under one or more separate indentures between us and The Bank of New York Mellon Trust Company, N.A., as trustee. Senior debt securities will be issued under the senior indenture, dated as of June 17, 2020, between us and The Bank of New York Mellon Trust Company, N.A., as trustee and subordinated debt securities will be issued under a subordinated indenture to be entered into later (together with the senior indenture, the “indentures”). For additional information, you should look at the senior indenture filed as an exhibit to the registration statement of which this prospectus forms a part and the form of subordinated indenture filed as an exhibit to the registration statement of which this prospectus forms a part. In this description of the debt securities, the words “we,” “us” or “our” refer only to HP Inc. and not to any of our subsidiaries.
Debt securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We are not limited as to the amount of debt securities we may issue under the indentures. Unless otherwise provided in a prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series without notice to existing holders of debt securities of that series.
Terms of a Particular Series
Each prospectus supplement relating to a particular series of debt securities will include specific information relating to the offering. This information will include some or all of the following terms of the debt securities of the series:
whether the debt securities are senior or subordinated;
the offering price;
the title;
any limit on the aggregate principal amount;
the person who shall be entitled to receive interest, if other than the record holder on the record date;
the date the principal will be payable;
the interest rate, if any, the date interest will accrue, the interest payment dates and the regular record dates;
the interest rate, if any, payable on overdue installments of principal, premium or interest;
the place where payments shall be made;
any mandatory or optional redemption provisions;
if applicable, the method for determining how principal, premium, if any, or interest will be calculated by reference to an index or formula;
if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or the holder may elect payment to be made in a different currency;
the portion of the principal amount that will be payable upon acceleration of stated maturity, if other than the entire principal amount;
if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, that the amount payable will be deemed to be the principal amount;
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any defeasance provisions if different from those described below under “Satisfaction and Discharge-Defeasance;”
any conversion or exchange provisions;
whether the debt securities will be issuable in the form of a global security and, if so, the identity of the depositary with respect to such global security;
any subordination provisions if different from those described below under “Subordinated Debt Securities”;
any paying agents, authenticating agents or security registrars;
any guarantees on the debt securities;
any security for any of the debt securities;
any deletions of, or changes or additions to, the events of default or covenants; and
any other specific terms of such debt securities.
Unless otherwise specified in the prospectus supplement:
the debt securities will be registered debt securities; and
registered debt securities denominated in U.S. dollars will be issued in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.
Debt securities may be issued as original issue discount debt securities and sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates. If we issue these debt securities, the prospectus supplement relating to such series of debt securities will describe any special tax, accounting or other information which we think is important. We encourage you to consult with your own tax and financial advisors on these important matters.
Unless we specify otherwise in the applicable prospectus supplement relating to such series of debt securities, the covenants contained in the indentures will not provide special protection to holders of debt securities if we enter into a highly leveraged transaction, recapitalization or restructuring.
Exchange and Transfer
Debt securities may be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated by us. We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.
In the event of any potential redemption of debt securities of any series in part, we will not be required to:
issue, register the transfer of, or exchange any debt security of that series during a period beginning at the opening of business 15 days before the day of sending a notice of redemption and ending at the close of business on the day of the transmission; or
register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.
We have initially appointed the trustee as the security registrar. Any transfer agent, in addition to the security registrar, initially designated by us will be named in the prospectus supplement. We may designate additional transfer agents, change transfer agents or change the office of the transfer agent, change any security registrar or act as security registrar. However, we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
Global Securities
The debt securities of any series may be represented, in whole or in part by one or more global securities. Each global security will:
be registered in the name of a depositary that we will identify in a prospectus supplement;
be deposited with the depositary or nominee or custodian; and
bear any required legends.
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No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee, referred to as certificated debt securities, unless:
the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary and a successor depositary is not appointed by us within 90 days;
an event of default is continuing; or
any other circumstances described in a prospectus supplement have occurred permitting the issuance of certificated debt securities.
As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the indenture. Except in the above limited circumstances, owners of beneficial interests in a global security will not be:
entitled to have the debt securities registered in their names;
entitled to physical delivery of certificated debt securities; and
considered to be holders of those debt securities under the indenture.
Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.
Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither the trustee nor we will have any questions, please contact your localresponsibility or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.
Payment and Paying Agents
Unless otherwise indicated in the prospectus supplement:
payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date; and
payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us.
At our option, however, we may pay interest by mailing a check to the record holder.
The corporate trust office of the trustee will initially be designated as our sole paying agent. We may also name any other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.
All monies paid by us to a paying agent for payment on any debt security which remain unclaimed for a period ending the earlier of 10 business days prior to the date the money would be turned over to the state, or at the end of two years after the payment was due, will be repaid to us. Thereafter, the holder may look only to us for such payment.
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Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:
the successor, if any, is a U.S. corporation, limited liability company, partnership, trust or other entity;
the successor assumes our obligations on the debt securities and under the indentures;
immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
certain other conditions are met.
Events of Defaults
Each indenture defines an event of default with respect to any series of debt securities as one or more of the following events:
| (1) | failure to pay principal of or any premium on any debt security of that series at its maturity; |
| (2) | failure to pay any interest on any debt security of that series when due and payable, if that failure continues for 30 days; |
| (3) | failure to make any sinking fund payment when due and payable, if that failure continues for 30 days; |
| (4) | failure to perform any other covenant in the indenture, if that failure continues for 90 days after we are given the notice of the failure required in the indenture; |
| (5) | certain events of bankruptcy, insolvency or reorganization; and |
| (6) | any other event of default specified in the prospectus supplement. |
An event of default of one series of debt securities is not necessarily an event of default for any other series of debt securities.
If an event of default, other than an event of default described in clause (5) above, shall occur and be continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series may declare the principal amount (or, if the debt securities of the series are original issue discount debt securities, the portion of the principal amount as may be specified in the terms of the series) of the debt securities of that series to be due and payable immediately. If an event of default described in clause (5) above shall occur, the principal amount (or, if the debt securities of the series are original issue discount debt securities, the portion of the principal amount as may be specified in the terms of the series) of all the debt securities of that series will automatically become immediately due and payable. Any payment by us on the subordinated debt securities following any acceleration will be subject to the subordination provisions described below under “Subordinated Debt Securities.”
After a declaration of acceleration has been made, but before a judgment or decree for the payment of money due upon acceleration has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding securities of that series, under certain circumstances, may rescind and annul such acceleration and its consequences on behalf of the holders of all debt securities of such series if all events of default, other than the non-payment of accelerated principal, or other specified amount, have been cured or waived as provided in the indenture.
Other than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders shall have offered to the trustee security or indemnity satisfactory to it. Generally, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.
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A holder will not have any right to institute any proceeding under the indentures, or for the appointment of a receiver or a trustee, or for any other remedy under the indentures, unless:
| (1) | the holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of that series; |
| (2) | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee to institute the proceeding; and |
| (3) | the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after the original request. |
Holders may, however, sue to enforce the payment of principal, premium or interest on any series of debt securities on or after the due date without following the procedures listed in (1) through (3) above.
Modification and Waiver
We and the trustee may make modifications and amendments to the indentures with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected by the modification or amendment. We may also make modifications and amendments to the indentures for the benefit of the holders, without their consent, for certain purposes including, but not limited to:
providing for our successor to assume the covenants under the indenture;
adding covenants or events of default or surrendering our rights or powers;
making certain changes to facilitate the issuance of the securities;
securing the securities;
adding guarantees in respect of any securities;
providing for a successor trustee;
curing any ambiguities, defects or inconsistencies;
permitting or facilitating the defeasance and discharge of the securities;
making any other changes that do not adversely affect the rights of the holders of the securities; and
other changes specified in the indenture.
However, neither we nor the trustee may make any modification or amendment without the consent of the holder of each outstanding security of that series affected by the modification or amendment if such modification or amendment would:
change the stated maturity of any debt security;
reduce the principal, premium, if any, or interest rate on any debt security;
reduce the amount of principal of an original issue discount security or any other debt security payable on acceleration of maturity;
change the method of computing the amount of principal or interest of any debt security or the place of payment or the currency in which any debt security is payable;
impair the right to sue for any payment after the stated maturity or redemption date;
if subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders of subordinated debt securities;
adversely affect the right to convert any debt security; or
change the provisions in the indenture that relate to modifying or amending the indenture.
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Satisfaction and Discharge; Defeasance
We may be discharged from our obligations on the debt securities of any series when:
| (a) | either: |
| (1) | all of the debt securities of that series that have been authenticated and delivered (except lost, stolen or destroyed securities which have been replaced or paid and securities for whose payment money has been held in trust) have been cancelled or delivered to the trustee for cancellation; or |
| (2) | all of the debt securities of that series not cancelled or delivered to the trustee for cancellation (A) have become due and payable, (B) will become due and payable at their stated maturity within one year, or (C) are to be called for redemption within one year, under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited enough money with the trustee to pay all the principal, interest and any premium due to the date of such deposit or the stated maturity date or redemption date of the debt securities, as the case may be; |
| (b) | we have paid or caused to be paid all other sums payable by us under the indenture with respect to the debt securities of such series; and |
| (c) | we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture with respect to the debt securities of such series have been complied with. |
Each indenture contains a provision that permits us to elect either or both of the following:
to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and
to be released from our obligations under the following covenants and from the consequences of an event of default resulting from a breach of these and a number of other covenants:
| (1) | the limitations on sale and lease-back transactions under the senior indenture; |
| (2) | the limitations on liens under the senior indenture; |
| (3) | covenants as to payment of taxes and maintenance of properties; and |
| (4) | the subordination provisions under the subordinated indenture. |
To make either of the above elections, we must deposit in trust with the trustee enough money to pay in full the principal, interest and any premium on the debt securities. This amount may be made in cash and/or U.S. government obligations. As a condition to either of the above elections, we must deliver to the trustee an opinion of counsel that the holders of the debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related defeasance. In addition, we are required to deliver to the trustee an officers’ certificate stating that such deposit was not made by us with the intent of preferring the holders over other creditors of ours or with the intent of defeating, hindering, delaying or defrauding creditors of ours or others.
If any of the above events occur, the holders of the debt securities of the series will not be entitled to the benefits of the indenture, except for registration of transfer and exchange of debt securities, replacement of lost, stolen or mutilated debt securities and, if applicable, conversion and exchange of debt securities.
Notices
Notices to holders will be given to the addresses of the holders in the security register.
Governing Law
The indentures and the debt securities will be governed by, and construed under, the laws of the State of New York, without regard to conflicts of laws principles.
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Regarding the Trustee
The indentures limit the right of the trustee, if it becomes our creditor, to obtain payment of claims or secure its claims.
The trustee is permitted to engage in certain other transactions. If the trustee acquires any conflicting interest, however, and there is a default under the debt securities of any series for which they are trustee, the trustee must eliminate the conflict or resign. The Bank of New York Mellon Trust Company, N.A. is also our depositary and affiliates of The Bank of New York Mellon Trust Company, N.A. have performed and continue to perform other services for us in the normal course of business.
Senior Debt Securities
The senior debt securities will be unsecured, unless we elect otherwise, and will rank equally with all of our other unsecured and non-subordinated obligations. Any guarantees of the senior debt securities will be unsecured and senior obligations of each of the guarantors, and will rank equally with all other unsecured and non-subordinated obligations of such guarantors.
Covenants in the Senior Indenture
LIMITATIONS ON LIENS. Neither we nor any restricted subsidiary will issue, incur, create, assume or guarantee any secured debt without securing the senior debt securities equally and ratably with or prior to that secured debt unless the total amount of all secured debt with which the senior debt securities are not at least equally and ratably secured would not exceed the greater of $500 million or 10% of our consolidated net tangible assets.
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. Subject to the last paragraph of this section, neither we nor any restricted subsidiary will enter into any lease with a term longer than three years covering any of our principal property or any restricted subsidiary that is sold to any other person in connection with that lease unless either:
| (1) | we or any restricted subsidiary would be entitled to incur indebtedness secured by a mortgage on the principal property involved in such transaction at least equal in amount to the attributable debt with respect to the lease, without equally and ratably securing the senior debt securities, pursuant to “Limitations on Liens” described above; or |
| (2) | an amount equal to the greater of the following amounts is applied within 180 days of such sale to the retirement of our or any restricted subsidiary’s long-term debt or the purchase or development of comparable property: |
the net proceeds from the sale; or
the attributable debt with respect to the sale and lease-back transaction.
However, either we or our restricted subsidiaries would be able to enter into a sale and lease-back transaction without being required to apply the net proceeds as required by (2) above if the sum of the following amounts would not exceed the greater of $500 million or 10% of our consolidated net tangible assets:
the total amount of the sale and lease-back transactions; and
the total amount of secured debt.
Subordinated Debt Securities
The subordinated debt securities will be our unsecured, subordinated obligations and any guarantees of the subordinated debt securities will be unsecured and subordinated obligations of each of the guarantors. The subordinated debt securities are subordinated in right of payment to the prior payment in full of all senior debt, including any senior debt securities. In the event of our dissolution, winding up, liquidation or reorganization, the holders of senior debt shall be entitled to receive payment in full before holders of subordinated debt securities shall be entitled to receive any payment or distribution on any subordinated debt securities. If this prospectus is being delivered in connection with the offering of a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference in it will describe the approximate amount of senior indebtedness outstanding as of a recent date.
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In the event of insolvency, upon any distribution of our assets:
in the event that holders of subordinated debt securities receive a payment before we have paid all senior indebtedness in full, the holders of such subordinated debt securities are required to pay over their share of such distribution to the trustee in bankruptcy, receiver or other person distributing our assets to pay all senior debt remaining to the extent necessary to pay all holders of senior debt in full; and
our unsecured creditors who are not holders of subordinated debt securities or holders of senior debt may recover less, ratably, than holders of senior debt and may recover more, ratably, than the holders of subordinated debt securities.
Definitions Relating to Subordinated Debt Securities
“Senior debt” means the principal, premium, if any, and unpaid interest on, and any other payment due pursuant to any of the following, whether outstanding on the date of the subordinated indenture or incurred by us in the future:
our indebtedness for borrowed money;
our obligations evidenced by bonds, debentures, notes or similar instruments sold by us for cash;
our obligations under any interest rate swaps, caps, collars, options, and similar arrangements;
our obligations under any foreign exchange contract, currency swap contract, futures contract, currency option contract, or other foreign currency hedge arrangements;
our obligations under any credit swaps, caps, floors, collars and similar arrangements;
indebtedness incurred, assumed or guaranteed by us in connection with the acquisition by us or any of our subsidiaries of any business, properties or assets, except purchase-money indebtedness classified as accounts payable under generally accepted accounting principles;
our obligations as lessee under leases required to be capitalized on our balance sheet in conformity with generally accepted accounting principles;
all obligations under any lease or related document, including a purchase agreement, in connection with the lease of real property which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and our obligations under such lease or related document to purchase or to cause a third party to purchase such leased property;
our reimbursement obligations in respect of letters of credit relating to indebtedness or our other obligations that qualify as indebtedness or obligations of the kind referred to above; and
our obligations under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.
However, senior debt shall not include any indebtedness or obligation that provides that such indebtedness or obligation is not superior in right of payment to the subordinated debt securities or provides that such indebtedness is subordinate to our other indebtedness and obligations.
The subordinated debt securities are effectively subordinated to all existing and future liabilities of our subsidiaries. Any right we have to participate in any distribution of the assets of any of our subsidiaries upon their liquidation, reorganization or insolvency, and the consequent right of holders of senior debt securities to participate in those assets, will be subject to the claims of the creditors of such subsidiary. In addition, any claim we may have as a creditor would still be subordinate to any security interest in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by us.
Any covenants pertaining to a series of subordinated debt securities will be set forth in a prospectus supplement relating to such series of subordinated debt securities.
Except as described in the prospectus and any applicable prospectus supplement relating to a series of subordinated debt securities, the indentures and the subordinated debt securities do not contain any covenants or
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other provisions designed to afford holders of subordinated debt securities protection in the event of a recapitalization or highly leveraged transaction involving us.
Pursuant to the subordinated indenture, the subordinated indenture may not be amended, at any time, to alter the subordination provisions of any outstanding subordinated debt securities without the consent of the requisite holders of each outstanding series or class of senior debt (as determined in accordance with the instrument governing such senior debt) that would be adversely affected thereby.
The following description of common stock sets forth certain material terms and provisions of our common stock to which any prospectus supplement may relate. This section also summarizes relevant provisions of Delaware law. The following summary of common stock does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our certificate of incorporation and our bylaws, copies of which are exhibits to the registration statement of which this prospectus forms a part. We encourage you to read our certificate of incorporation, our bylaws and the applicable provisions of Delaware law for additional information.
Our certificate of incorporation authorizes us to issue up to 9,600,000,000 shares of common stock, par value $0.01 per share. As of November 30, 2022 there were 982,145,796 shares of common stock issued and outstanding.
The holders of common stock as of the applicable record date are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared from time to time by the board of directors out of funds legally available for distribution, and, in the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights and is not subject to further calls or assessments by us. There are no redemption or sinking fund provisions available to the common stock. The common stock currently outstanding is validly issued, fully paid and nonassessable.
The transfer agent and registrar for the common stock is Equiniti Trust Company.
Our board of directors has the authority without stockholder consent, subject to certain limitations imposed by Delaware law or our bylaws, to issue one or more series of preferred stock at any time and to fix the rights, preferences and restrictions of the preferred stock of each series, including:
the number of shares in that series;
the dividend rate and whether dividends on that series of preferred stock will be cumulative, non-cumulative or partially cumulative;
the voting rights, if any;
conversion privileges, if any;
whether that series will be redeemable;
whether that series will have a sinking fund for the redemption or purchase of shares of that series;
the liquidation preference per share of that series, if any; and
any other relative rights, preferences and limitations.
As described above, our board of directors, without stockholder approval, may issue preferred stock with voting and conversion rights, which could adversely affect the voting power of the holders of our common stock. If we issue preferred stock, it may have the effect of delaying, deferring or preventing a change of control.
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Anti-Takeover Effects of Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless:
| (a) | prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
| (b) | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned: |
by persons who are directors and also officers; and
by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
| (c) | at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder. |
In general, Section 203 defines “business combination” to include:
| (1) | any merger or consolidation involving (i) the corporation or a direct or indirect majority-owned subsidiary of the corporation and (ii) the interested stockholder or any other corporation, partnership or entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation any of (a), (b) or (c) above is not applicable to the surviving entity; |
| (2) | any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets or outstanding stock of the corporation or any direct or indirect majority-owned subsidiary of the corporation to or with the interested stockholder; |
| (3) | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or such subsidiary to the interested stockholder; |
| (4) | any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or any such subsidiary which is beneficially owned by the interested stockholder; or |
| (5) | the receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary of the corporation. |
In general, Section 203 defines an “interested stockholder” as any person who or which beneficially owns 15% or more of the outstanding voting stock of the corporation or any person affiliated or associated with or controlling or controlled by the corporation that was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date of determination if such person is an interested stockholder, and the affiliates and associates of such person.
The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
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The following description of preferred stock sets forth certain material terms and provisions of our preferred stock to which any prospectus supplement may relate. This section also summarizes relevant provisions of Delaware law. The following summary of the terms of our preferred stock does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our certificate of incorporation and our bylaws, copies of which are exhibits to the registration statement of which this prospectus forms a part.
Our certificate of incorporation authorizes us to issue up to 300,000,000 shares of preferred stock, par value $0.01 per share, in one or more series. As of the date of this prospectus, we did not have any outstanding shares of preferred stock or options to purchase preferred stock. Our board of directors, however, has the authority without stockholder consent, subject to certain limitations imposed by Delaware law or our bylaws, to issue one or more series of preferred stock at any time. The certificate of designation relating to each series will fix the rights, preferences and restrictions of the preferred stock of each series. A prospectus supplement relating to each such series will specify the terms of the preferred stock as determined by our board of directors, including the following:
the number of shares in any series;
the designation for any series by number, letter or title that shall distinguish the series from any other series of preferred stock;
the dividend rate and whether dividends on that series of preferred stock will be cumulative, non-cumulative or partially cumulative;
the voting rights of that series of preferred stock, if any;
any conversion provisions applicable to that series of preferred stock;
any redemption or sinking fund provisions applicable to that series of preferred stock including whether there is any restriction on the repurchase or redemption of the preferred stock while there is any arrearage in the payment of dividends or sinking fund installments;
the liquidation preference per share of that series of preferred stock, if any; and
the terms of any other preferences or rights, if any, applicable to that series of preferred stock.
We will describe the specific terms of a particular series of preferred stock in the prospectus supplement relating to that series. The description of preferred stock above and the description of the terms of a particular series of preferred stock in the related prospectus supplement will not be complete. You should refer to the certificate of designation for complete information. The prospectus supplement will also contain a description of certain U.S. federal income tax consequences relating to the preferred stock.
Although it has no present intention to do so, our board of directors, without stockholder approval, may issue preferred stock with voting and conversion rights, which could adversely affect the voting power of the holders of our common stock. If we issue preferred stock, it may have the effect of delaying, deferring or preventing a change of control.
General
At our option, we may elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do, we will issue to the public receipts for depositary shares and each of these depositary shares will represent a fraction, to be set forth in the prospectus supplement, of a share of a particular series of preferred stock. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary, under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.
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Depositary receipts issued pursuant to the depositary agreement will evidence the depositary shares. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus is not complete. You should refer to our certificate of incorporation, a copy of which is an exhibit to the registration statement of which this prospectus forms a part, as well as the deposit agreement for the depositary shares and the certificate of designation for the applicable series of preferred stock that, each of which will be filed with the SEC prior to issuance of the depositary shares.
Dividends
The depositary will distribute all cash dividends or other cash distributions received in respect of the series of preferred stock underlying the depositary shares to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date, which will be the same date as the record date for the preferred stock.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary, with our approval, may adopt another method for the distribution, including selling the property and distributing the net proceeds to the holders.
The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges.
Liquidation Preference
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.
Redemption
If a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The depositary will send the notice of redemption to the record holders of the depositary receipts promptly upon receiving the notice from us and not fewer than 35 nor more than 60 days, unless otherwise provided in the applicable prospectus supplement, prior to the date fixed for redemption of the preferred stock and the depositary shares.
After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon such redemption, upon surrender to the depositary of the depositary receipts evidencing the depositary shares. Any funds deposited by us with the depositary for any depositary shares that the holders thereof fail to redeem will be returned to us after a period of time set forth in the applicable prospectus supplement.
Voting
Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will send the information contained in the notice of meeting to the record holders of the depositary receipts underlying the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holder’s depositary shares. The record date for the depositary will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock
16
underlying the depositary shares in accordance with such instructions, and we will agree to take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts representing the preferred stock.
Withdrawal of Preferred Stock Option
Administrator,
Upon surrender of the depositary receipts at the corporate trust office of the depositary and upon payment of any taxes, charges and fees provided for in the deposit agreement and subject to the terms thereof, owners of depositary shares are entitled, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due to the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the owner evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of the underlying preferred stock to be withdrawn, the depositary will deliver to the owner or sendupon his or her order at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. Every holder of a depositary receipt at the time the amendment becomes effective will be deemed, by continuing to hold the depositary receipt, to be bound by the deposit agreement as so amended. The deposit agreement may be terminated by the depositary or us only if:
all outstanding depositary shares have been redeemed; or
there has been a final distribution in respect of the preferred stock in connection with our liquidation, dissolution or winding-up and such distribution has been made to all the holders of depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and other specified charges as provided in the deposit agreement to be for their accounts. The depositary may refuse to transfer depositary shares, withhold dividends and distributions and sell the depositary shares evidenced by the depositary receipt if the charges are not paid.
Miscellaneous
The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver to the depositary as the holder of preferred stock. Unless otherwise set forth in the applicable prospectus supplement, the depositary will act as transfer agent and registrar for the depositary receipts and if shares of a series of preferred stock are redeemable, the depositary will also act as redemption agent for the corresponding depositary receipts.
Neither the depositary nor we will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither the depositary nor we will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We
17
and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering a notice to us of its election to do so. We may remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal and must be a bank or trust company having its principal office in the United States of America.
Federal Income Tax Consequences
Owners of the depositary shares will be treated for United States federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. As a result, owners will be entitled to take into account for United States federal income tax purposes, income and deductions to which they would be entitled if they were holders of such preferred stock. No gain or loss will be recognized for United States federal income tax purposes upon the withdrawal of preferred stock in exchange for depositary shares. The tax basis of each share of preferred stock to an e-mailexchanging owner of depositary shares will be, upon such exchange, the same as the aggregate tax basis of the depositary shares exchanged. The holding period for preferred stock in the hands of an exchanging owner of depositary shares will include the period during which such person owned such depositary shares.
General
We may issue warrants for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together with debt securities, preferred stock or common stock and may be attached to EmpEqtySvcs@Compaq.com.
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or separate from any underlying offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
This summary of certain provisions of the warrants is not complete. For the complete terms of the warrant agreement, you should refer to the provisions of the warrant agreement that will be filed with the SEC in connection with an offering of warrants.
Debt Warrants
The prospectus supplement relating to a particular issue of warrants to issue debt securities will describe the terms of the debt warrants, including the following:
the title of the debt warrants;
the offering price for the debt warrants, if any;
the aggregate number of the debt warrants;
the designation and terms of the debt securities purchasable upon exercise of the debt warrants;
if applicable, the designation and terms of the debt securities that the debt warrants are issued with and the number of debt warrants issued with each debt security;
if applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;
the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the price at which the debt securities may be purchased upon exercise, which may be payable in cash, securities or other property;
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the dates on which the right to exercise the debt warrants will commence and expire;
if applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time;
whether the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered or bearer form;
information with respect to book-entry procedures, if any;
the currency or currency units in which the offering price, if any, and the exercise price are payable;
if applicable, a discussion of material United States federal income tax considerations;
the antidilution or adjustment provisions of the debt warrants, if any;
the redemption or call provisions, if any, applicable to the debt warrants; and
any additional terms of the debt warrants, including terms, procedures and limitations relating to the exchange and exercise of the debt warrants.
Stock Warrants
The prospectus supplement relating to a particular issue of warrants to issue our common stock or preferred stock will describe the terms of the warrants, including the following:
the title of the warrants;
the offering price for the warrants, if any;
the aggregate number of the warrants;
the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security;
if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the price at which such shares may be purchased upon exercise;
the dates on which the right to exercise the warrants shall commence and expire;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
the currency or currency units in which the offering price, if any, and the exercise price are payable;
if applicable, a discussion of material United States federal income tax considerations;
the antidilution provisions of the warrants, if any;
the redemption or call provisions, if any, applicable to the warrants; and
any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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We may sell the securities separately or together:
through one or more underwriters or dealers in a public offering and sale by them;
directly to investors;
through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;
in “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange;
through agents;
otherwise through a combination of any of the above methods of sale; or
through any other methods described in a prospectus supplement.
We may sell the securities from time to time:
in one or more transactions at a fixed price or prices which may be changed from time to time;
at market prices prevailing at the times of sale;
at prices related to such prevailing market prices;
at varying prices determined at the times of sale; or
at negotiated prices.
We may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the underwriters’ obligations in the related prospectus supplement.
Such sales may be effected:
in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
in transactions in the over-the-counter market;
in block transactions;
through the writing of options; or
through other types of transactions.
We will describe the method of distribution of the securities in the prospectus supplement relating to the offer. The prospectus supplement will also set forth the terms of the offering, including:
the purchase price of the securities and the proceeds we will receive from the sale of the securities;
any offering expenses;
any securities exchanges on which the securities may be listed;
the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers;
the anticipated date of delivery of the securities offered; and
any other material information.
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In addition, we may enter into option, share lending or other types of transactions that require us to deliver shares of common stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus. We may also enter into hedging transactions with respect to our securities. For example, we may:
enter into transactions involving short sales of the shares of common stock by underwriters, brokers or dealers;
sell shares of common stock short and deliver the shares to close out short positions; or
loan or pledge the shares of common stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. Unless otherwise indicated in the applicable prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The applicable prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.
Underwriters, dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents, or to reimbursement by us for certain expenses.
We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.
Unless otherwise indicated in the applicable prospectus supplement, all securities offered by this prospectus, other than our common stock, will be new issues of securities with no established trading market. Underwriters involved in the public offering and sale of securities may make a market in the securities but are not required to do so and may discontinue market-making activity at any time. No assurance can be given as to the liquidity of the trading market for any securities.
Underwriters or agents and their associates may be customers of, engage in transactions with or perform services for us or affiliates of ours in the ordinary course of business.
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Any underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of those activities at any time.
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Unless otherwise specified in the prospectus supplement accompanying this prospectus, Gibson, Dunn & Crutcher LLP will provide opinions regarding the validity of the securities. Any underwriters will also be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement.
The consolidated financial statements of HP appearing in HP’s Annual Report (Form 10-K) for the year ended October 31, 2022, and the effectiveness of HP’s internal control over financial reporting as of October 31, 2022 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. Information about us, including our SEC filings, is also available on our website at http://www.hp.com, however, that information is not a part of or incorporated into this prospectus incorporatesor any accompanying prospectus supplement.
23
The SEC allows us to “incorporate by reference” in this prospectus the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that are not
presentedwe file later with the SEC will automatically update and supersede information contained in or delivereddocuments filed earlier with this prospectus. You should rely only on the informationSEC or contained in this prospectus andor a prospectus supplement. We incorporate by reference in this prospectus the documents that we have
incorporated by reference into this prospectus. We have not authorized anyone to
provide you with information that is different from or in addition to the
information contained in this document and incorporated by reference into this
prospectus.
The following documents, which were filed by us with the Securities and
Exchange Commission,listed below and any future filings made by usthat we may make with the Securities and
Exchange CommissionSEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until ourprior to the termination of the offering under this prospectus (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless we specifically state in such Current Report that such information is complete,to be considered “filed” under the Exchange Act or we incorporate it by reference into a filing under the Securities Act or the Exchange Act):
| • | Annual Report on Form 10-K for the fiscal year ended October 31, 2022, filed on December 6, 2022; |
| • | Current Report on Form 8-K filed on November 22, 2022 (Item 2.05 only); and |
| • | Description of our common stock contained in our Registration Statement on Form 8-A/A filed with the SEC on June 23, 2006, as updated by Exhibit 4(j) to our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed with the SEC on December 12, 2019, together with any amendment or report filed for the purpose of updating such description. |
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.
You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus:
o Annual reportprospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:
HP Inc.
1501 Page Mill Road
Palo Alto, California 94304
Attn: Investor Relations
(650) 236-8660
You should rely only on Form 10-K for the fiscal year ended October 31,
2001, filed with the Securities and Exchange Commission on January
29, 2002 as amended on Form 10-K/A filed with the Securities and
Exchange Commission on January 30, 2002;
o Quarterly report on Form 10-Q for the quarter ended January 31,
2002, filed with the Securities and Exchange Commission on March 12,
2002;
o Current report on Form 8-K, dated November 5, 2001, filed with the
Securities and Exchange Commission on November 6, 2001;
o Current report on Form 8-K, dated November 14, 2001, filed with the
Securities and Exchange Commission on November 14, 2001;
o Current report on Form 8-K, dated November 15, 2001, filed with the
Securities and Exchange Commission on November 16, 2001;
o Current report on Form 8-K, dated November 29, 2001, filed with the
Securities and Exchange Commission on November 30, 2001 (modifiedinformation contained or incorporated by current report on Form 8-K, dated February 14, 2002, filed with the
Securities and Exchange Commission on February 14, 2002);
o Current report on Form 8-K, dated December 7, 2001, filed with the
Securities and Exchange Commission on December 7, 2001;
o Current report on Form 8-K, dated February 13, 2002, filed with the
Securities and Exchange Commission on February 14, 2002;
o Current report on Form 8-K, dated February 14, 2002, filed with the
Securities and Exchange Commission on February 14, 2002;
o Current report on Form 8-K, dated February 27, 2002, filed with the
Securities and Exchange Commission on February 27, 2002;
o Current report on Form 8-K, dated March 14, 2002, filed with the
Securities and Exchange Commission on March 15, 2002;
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o Current report on Form 8-K, dated March 28, 2002, filed with the
Securities and Exchange Commission on March 29, 2002;
o Current report on Form 8-K, dated April 1, 2002, filed with the
Securities and Exchange Commission on April 3, 2002;
o Current report on Form 8-K, dated April 12, 2002, filed with the
Securities and Exchange Commission on April 15, 2002;
o The description of HP's common stock containedreference in our registration
statement on Form 8-A, filed with the Securities and Exchange
Commission on or about November 6, 1957this prospectus, a prospectus supplement, any free writing prospectus that we authorize and any amendmentpricing supplement that we authorize. We have not authorized any person, including any underwriter, salesperson or report
filedbroker, to provide information other than that provided in this prospectus, a prospectus supplement, any free writing prospectus that we authorize or any pricing supplement that we authorize. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities and Exchange Commission forsecurities in any jurisdiction where the purposes
of updating such description; and
o The description of HP's preferred share purchase rights containedoffer is not permitted.
You should assume that the information in our registration statement on Form 8-A, filed with the Securities
and Exchange Commission on September 4, 2001this prospectus, a prospectus supplement, any free writing prospectus that we authorize and any amendment or
report filed with the Securities and Exchange Commission for the
purpose of updating such description.
In addition, all documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d)pricing supplement that we authorize is accurate only as of the Securities Exchange Actdate on its cover page and that any information we have incorporated by reference is accurate only as of 1934 after the date of the
initial registration statement and before the date of effectiveness of the
registration statement are deemed to besuch document incorporated by reference into, and to
be a part of, this prospectus from the date of filing of those documents.
reference.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The documents incorporated by reference into this prospectus are
available from us upon request. We will provide a copy of any and all of the
information that is incorporated by reference in this prospectus (not including
exhibits to the information unless those exhibits are specifically incorporated
by reference into this prospectus) to any person, without charge, upon written
or oral request. You may request a copy of information incorporated by reference
into this prospectus by contacting us in writing or by telephone at the
following address:
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Attention: Investor Relations
(650) 857-1501
In addition, you may obtain copies of our information by making a
request through our investor relations website,
http://www.hp.com/hpinfo/investor, or by sending an e-mail to
investor_relations@hp.com.
We file annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
Copies of the reports, proxy and information statements and other information
filed by HP with the Securities and Exchange Commission may be inspected and
copied at the public reference facilities maintained by the Securities and
Exchange Commission at:
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450 Fifth Street, N.W.
Washington, D.C. 20549
Reports, proxy and information statements and other information
concerning HP may be inspected at:
New York Stock Exchange
20 Broad Street
New York, New York 10005
Copies of these materials can also be obtained by mail at prescribed
rates from the Public Reference Section of the Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains a web site that contains reports, proxy statements
and other information regarding us. The address of the Securities and Exchange
Commission web site is http://www.sec.gov.
USE
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
| Item 14. | Other expenses of issuance and distribution. |
The following table sets forthis a statement of the estimated expenses (other than underwriting compensation) to be incurred by Registrant in connection with the issuance and distribution of the securities being registered. All amounts
indicated are estimates (other than theregistered under this registration fee):
statement.
SEC registration fee | | | $ |
Accounting fees and | | | * |
Trustees’ fees and | | | * |
Rating agency fees | | | * |
Legal fees and expenses | | | * |
Printing fees | | | * |
Miscellaneous | | | * |
Total | | | $* |
| * | The applicable prospectus supplement will set forth the estimated aggregate amount of |
| Item 15. | Indemnification of directors and officers. |
Section 145 of the General Corporation Law of the State of Delaware authorizes a court to award or a corporation'scorporation’s board of directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933.
Act.
Our certificate of incorporation contains a provision eliminating the personal liability of our directors to HP or its shareownersstockholders for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.
Our bylaws provide for the mandatory indemnification of our directors and officers to the maximum extent permitted by Delaware law. Our bylaws also provide:
(i) that we may expand the scope of the
| (i) | that we are authorized to enter into individual indemnification |
| (ii) | that we shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under Delaware law, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors. |
HP maintains liability insurance for our directors and officers, and
(ii) that we shall not be requiredofficers. HP has also agreed to indemnify any director or
officer unless the indemnification is requiredcertain officers against certain claims by law, if the
proceeding in which indemnification is sought was broughttheir former employers as a result of their employment by a
director or officer, it was authorized in advance by our board of
directors, the indemnification is provided by us, in our sole
discretion pursuant to powers vested in us under the Delaware
law, or the indemnification is required by individual contract.
HP.
In addition, our bylaws give us the power to indemnify our employees and agents to the maximum extent permitted by Delaware law.
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ITEM 16. EXHIBITS
The following exhibitsunderwriting agreements that may be entered into between us and the underwriters may contain certain provisions regarding indemnification of our officers and directors by the underwriters.
The foregoing statements are filed with this registration statement or
incorporated by reference herein:
subject to the detailed provisions of the General Corporation Law of the State of Delaware, our certificate of incorporation, our bylaws, the referenced indemnification agreements and any underwriting agreements we may enter into.
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| Item 16. | Exhibits. |
| | | | | Incorporated by Reference to Filings Indicated | | | ||||||||||||
Exhibit Number | | | Exhibit Description | | | Form | | | File No | | | Exhibit | | | Filing Date | | | Filed Herewith |
| | | Form of Underwriting Agreement for debt securities. | | | S-3 | | | 333-215116 | | | 1.1 | | | December 15, 2016 | | | ||
1.2 | | | Form of Underwriting Agreement for common stock, preferred stock, depositary shares and warrants.* | | | | | | | | | | | |||||
| | | Certificate of Incorporation. | | | 10-Q | | | 001-04423 | | | 3(a) | | | June 12, 1998 | | | ||
| | | Amendment to the Certificate of Incorporation. | | | 10-Q | | | 001-04423 | | | 3(b) | | | March 16, 2001 | | | ||
| | | Certificate of Amendment to the Certificate of Incorporation. | | | 8-K | | | 001-04423 | | | 3.2 | | | October 22, 2015 | | | ||
| | | Certificate of Amendment to the Certificate of Incorporation. | | | 8-K | | | 001-04423 | | | 3.1 | | | April 7, 2016 | | | ||
| | | Amended and Restated Bylaws. | | | 8-K | | | 001-04423 | | | 3.1 | | | February 13, 2019 | | | ||
| | | Senior Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | 8-K | | | 001-04423 | | | 4.1 | | | June 17, 2020 | | | ||
| | | Form of Subordinated Indenture, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | S-3 | | | 333-215116 | | | 4.2 | | | December 15, 2016 | | | ||
| | | Form of Senior Note (contained in Exhibit 4.1). | | | | | | | | | | | ||||||
| | | Form of Subordinated Note (contained in Exhibit 4.2). | | | | | | | | | | | ||||||
4.5 | | | Form of Preferred Stock Certificate.* | | | | | | | | | | | |||||
4.6 | | | Form of Deposit Agreement.* | | | | | | | | | | | |||||
4.7 | | | Form of Depositary Receipt (contained in Exhibit 4.6). | | | | | | | | | | | |||||
4.8 | | | Form of Warrant Agreement.* | | | | | | | | | | | |||||
4.9 | | | Form of Warrant Certificate.* | | | | | | | | | | | |||||
| | | Specimen certificate for common stock. | | | 8-A/A | | | 001-04423 | | | 4.1 | | | June 23, 2006 | | | ||
| | | Opinion of Gibson, Dunn & Crutcher LLP. | | | | | | | | | | | X | |||||
| | | Consent of Independent Registered Public Accounting Firm. | | | | | | | | | | | X | |||||
| | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | | | | | | | | | | | X | |||||
| | | Power of Attorney (included on the signature page of this Registration Statement). | | | | | | | | | | | X | |||||
| | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the Senior Indenture, dated as of June 17, 2020, referred to above at Exhibit 4.1. | | | | | | | | | | | X | |||||
| | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the form of Subordinated Indenture referred to above at Exhibit 4.2. | | | | | | | | | | | X | |||||
| | | Filing Fee Table | | | | | | | | | | | X | |||||
| * | To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference or by post-effective amendment. |
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Item 17. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of |
provided, however, that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;clauses (i), (ii) and (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) above
shalldo not apply if the information required to be included in a post-effective amendment by these clausesthose paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrantRegistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), that are incorporated by reference
in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement;
| (2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (4) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
| (A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date; and |
| (5) | that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in |
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a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a new registration statement relatingseller to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its
II-3
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Actpurchaser and will be governed by the final
adjudication ofconsidered to offer or sell such issue.
securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant, HP Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in thePark City, of Palo Alto, State of California,Utah on April 16,
2002.
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
-----------------------------------
Charles N. Charnas
Assistant Secretary
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December 6, 2022.
| | | HP INC. | ||||
| | | | | |||
| | | By: | | | /s/ Rick Hansen | |
| | | | | Rick Hansen Deputy General Counsel, Corporate and Corporate Secretary | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutesthe undersigned officers and appoints Ann O. Baskinsdirectors of HP Inc., a Delaware corporation, do hereby constitute and Charles N. Charnas,appoint Enrique Lores, Marie Meyers, Julie Jacobs and Rick Hansen, and each of them, individually, as his or her true andthe lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, inauthority to do any and all capacitiesacts and things and to sign the
registration statement filed herewithexecute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or all amendmentsadvisable or required to enable said registration statement (including post-effective amendments and registration
statements filed pursuantcorporation to Rule 462(b) undercomply with the Securities Act of 1933, as amended, and otherwise), and to file the same, with all exhibits thereto, and
other documents in connection therewith, withany rules or regulations or requirements of the Securities and Exchange Commission granting unto said attorneys-in-factin connection with this Registration Statement. Without limiting the generality of the foregoing power and agents, and each of them,authority, the fullpowers granted include the power and authority to dosign the names of the undersigned officers and performdirectors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and every act and thing
requisite and necessary to be done in and about the foregoing, as fully toconfirms that all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-factattorneys and agents, or any one of them, or his
or her substitute, may lawfullyshall do or cause to be done by virtue thereof.
hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended,
on April 16th, 2002 this registration statementRegistration Statement has been signed below by the following persons in the capacities indicated:
and on the date indicated.
Signature | | | Title | | | Date |
| | | | | |||
/s/ Enrique Lores | | | President, and Director (Principal Executive Officer) | | | December 6, 2022 |
Enrique Lores | | |||||
| | | | | |||
/s/ Marie Myers | | | Chief Financial Officer) | | | December 6, 2022 |
Marie Myers | | |||||
| | | | | |||
/s/ Jonathan P.Faust | | | Global Controller (Principal Accounting Officer) | | | December 6, 2022 |
Jonathan P. Faust | | |||||
| | | | | |||
/s/ Aida M. Alvarez | | | Director | | | December 6, 2022 |
Aida M. Alvarez | | |||||
| | | | | |||
/s/ Shumeet Banerji | | | Director | | | December 6, 2022 |
Shumeet Banerji | | |||||
| | | | | |||
/s/ Robert | | | Director | | | December 6, 2022 |
Robert R. Bennett | | |||||
| | | | |
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Signature | | | Title | | | Date |
| | | | | |||
/s/ Charles V. Bergh | | | Director | | | December 6, 2022 |
Charles V. Bergh | | |||||
| | | | | |||
/s/ Bruce Broussard | | | Director | | | December 6, 2022 |
Bruce Broussard | | |||||
| | | | | |||
/s/ Stacy Brown-Philpot | | | Director | | | December 6, 2022 |
Stacy Brown-Philpot | | |||||
| | | | | |||
/s/ Stephanie A. | | | Director | | | December 6, 2022 |
Stephanie A. Burns | | |||||
| | | | | |||
/s/ Mary Anne Citrino | | | Director | | | December 6, 2022 |
Mary Anne Citrino | | |||||
| | | | | |||
/s/ Richard | | | Director | | | December 6, 2022 |
Richard L. Clemmer | | |||||
| | | | | |||
/s/ Judith Miscik | | | Director | | | December 6, 2022 |
Judith Miscik | | |||||
| | | | | |||
/s/ Kim K.W. Rucker | | | Director | | | December 6, 2022 |
Kim K.W. Rucker | | |||||
| | | | | |||
/s/ Subra Suresh | | | Director | | | December 6, 2022 |
Subra Suresh | |
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EXHIBIT INDEX
- ----------
(1) Incorporated by reference from exhibit 3(a) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended April 30, 1998.
(2) Incorporated by reference from exhibit 3(b) to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended January 31, 2001.
(3) Incorporated by reference from Exhibit 3.4 to the registrant's
registration statement on Form 8-A dated September 4, 2001.
(4) Incorporated by reference from Exhibit 3.1 to the registrant's current
report on Form 8-K dated November 6, 2001.
(5) To be filed by amendment.