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HPQ HP

Filed: 16 Mar 15, 8:00pm
 

 
 
 
As filed with the Securities and Exchange Commission on March 17, 2015
Registration No. 333-______
 
 UNITED STATES  
 SECURITIES AND EXCHANGE COMMISSION  
 Washington, D.C. 20549  
    
 FORM S-8  
    
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
     
     
 HEWLETT-PACKARD COMPANY   
 (Exact name of issuer as specified in its charter)   
     
Delaware3000 Hanover Street, Palo Alto, California 9430494-1081436  
(State or other jurisdiction of incorporation or organization)(Address and zip code of principal executive offices)(I.R.S. Employer Identification No.)  
     
     
 Voltage Security, Inc. 2002 Stock Plan   
 (Full title of the plan)   
        
 
 Rishi Varma      
Senior Vice President, Deputy General Counsel and Assistant Secretary      
3000 Hanover Street, Palo Alto, California 94304       
 (Name and address of agent for service)     
       
 (650) 857-1501     
(Telephone Number, including area code, of agent for service)
 
   
       
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer      Accelerated filer      Non-accelerated filer (Do no check if a smaller reporting company)     Smaller reporting company
       
           
 
 CALCULATION OF REGISTRATION FEE 
     
Title of securities to be
Registered (1)
Amount to be
Registered (2)
Proposed maximum
offering price per share
Proposed maximum
aggregate offering price
Amount of
registration fee
 
Hewlett-Packard Company Common Stock, $.01 par value per share (“Common Stock”), to be issued under the Voltage Security, Inc. 2002 Stock Plan
54,970 shares (3)
$ 3.94 (4)
$ 216,581.80 (4)
$25.17
Hewlett-Packard Company Common Stock, to be issued under the Voltage Security, Inc. 2002 Stock Plan
550 shares (5)
$32.16 (6)
$17,688.00 (6)
$2.06
Total55,520N/A$234,269.80$27.23
     
 

 

 
 
(1)In addition to the number of shares of Common Stock stated above, this Registration Statement covers an indeterminate number of options to acquire Common Stock, to be granted pursuant to the Voltage Security, Inc. 2002 Stock Plan (the “Stock Plan”).
  
(2)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Stock Plan, by reason of any stock dividend, stock split, capitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.
  
(3)Represents shares of Common Stock issuable upon exercise of stock options previously granted under the Stock Plan.
 
(4)Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) of the Securities Act, based upon the weighted average exercise per share of stock options granted pursuant to the Stock Plan.
 
(5)Represents shares of Common Stock reserved for issuance pursuant to the Stock Plan.
 
(6)Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, based upon the average high and low sale prices of Common Stock as reported on the New York Stock Exchange on March 12, 2014.


 
 

 
 
EXPLANATORY NOTE

This Registration Statement relates to 55,520 shares of Common Stock issuable under the Stock Plan.  The Stock Plan was assumed by Hewlett-Packard Company (“HP”) on February 20, 2015, in connection with the consummation of transactions contemplated by the Agreement and Plan of Merger entered into on February 8, 2015, by and among HP, Electro Acquisition Sub, Inc. and Voltage Security, Inc.

 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.    Plan Information.
 
               Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

Item 2.    Registrant Information and Employee Plan Annual Information.
 
               Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

 
 
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PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference
 
HP hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
 
(a)           HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 filed with the Commission on December 17, 2014;
 
(b)           HP’s Quarterly Report on Form 10-Q filed with the Commission on March 11, 2015;

(c)           HP’s Current Reports on Form 8-K filed with the Commission on March 2, 2015 (solely with respect to the information provided under Item 1.01) and March 10, 2015; and
 
(d)          The description of HP’s Common Stock contained in HP’s registration statement on Form 8-A/A filed with the Commission on June 23, 2006, and any amendment or report filed with the Commission for the purposes of updating such description.
 
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicate that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
 
Item 4.    Description of Securities
 
               Not applicable.
 
Item 5.    Interest of Named Experts and Counsel
 
Rishi Varma, Senior Vice President, Deputy General Counsel and Assistant Secretary of HP, will pass upon the validity of the issuance of the shares of Common Stock offered by this Registration Statement. Mr. Varma is an officer and employee of HP.
 
Item 6.    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’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.
 
HP’s certificate of incorporation contains a provision eliminating the personal liability of HP’s directors to HP or its stockholders for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.
 
HP’s bylaws provide for the indemnification of HP’s directors and officers to the maximum extent permitted by Delaware law. HP’s bylaws also provide:
 
 (i)          that HP is authorized to enter into individual indemnification contracts with HP’s directors and officers to the fullest extent not prohibited by Delaware law, and
 
 (ii)         that HP 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 HP’s directors and officers. HP has also agreed to indemnify certain officers against certain claims by their former employers as a result of their employment by HP.
 
In addition, HP’s bylaws give HP the power to indemnify HP’s employees and agents to the fullest extent permitted by Delaware law.
 
 
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Item 7.    Exemption from Registration Claimed
 
               Not applicable.
 
Item 8.    Exhibits
 
Exhibit Number Exhibit Description
4.1 Voltage Security, Inc. 2002 Stock Plan.
5.1 Opinion re legality.
                 23.1 Consent of Counsel (included in Exhibit 5.1).
                 23.2 Consent of Independent Registered Public Accounting Firm.
                24.1 Power of Attorney (included on the signature pages of this Registration Statement and incorporated herein by reference).
 
Item 9.    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 the Securities Act.
          
(ii)         to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement – notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed 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; and   
 
(iii)        to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
                               provided, however, that paragraphs A(1)(i) and A(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

B.            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 into 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 or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the 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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SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on March 17, 2015.
 
    
   
  Hewlett-Packard Company
   
   
  By:
   /s/ Rishi Varma
   
Rishi Varma
Senior Vice President, Deputy General Counsel
and Assistant Secretary
 
 
 
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POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Hewlett-Packard Company, a Delaware corporation, do hereby constitute and appoint Catherine A. Lesjak, John F. Schultz and Rishi Varma, and each of them individually, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which such attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable such corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors 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 confirms that all such attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
 
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
 
Signature Title Date
     
     
  /s/ Margaret C. Whitman Chairman, President and Chief Executive Officer March 17, 2015 
Margaret C. Whitman (Principal Executive Officer)  
     
     
   /s/ Catherine A. Lesjak
 Executive Vice President and Chief Financial Officer March 17, 2015 
Catherine A. Lesjak (Principal Financial Officer)  
     
     
   /s/ Jeff T. Ricci
 Senior Vice President and Controller March 17, 2015 
Jeff T. Ricci (Principal Accounting Officer)  
     
     
   /s/ Marc L. Andreessen
 Director March 17, 2015  
Marc L. Andreessen    
     
     
   /s/ Shumeet Banerji
 Director March 17, 2015 
Shumeet Banerji    
     
     
   /s/ Robert R. Bennett
 Director March 17, 2015 
Robert R. Bennett    
 
 
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   /s/ Rajiv L. Gupta
 Director March 17, 2015 
Rajiv L. Gupta    
     
     
   Director  
Klaus Kleinfeld    
     
     
   /s/ Raymond J. Lane
 Director March 17, 2015 
Raymond J. Lane    
     
     
   Ann M. Livermore Director March 17, 2015 
Ann M. Livermore    
     
     
   /s/ Raymond E. Ozzie
 Director March 17, 2015  
Raymond E. Ozzie    
     
     
   /s/ Gary M. Reiner
 Director March 17, 2015  
Gary M. Reiner    
     
     
   /s/ Patricia F. Russo
 Director March 17, 2015 
Patricia F. Russo    
     
     
   /s/ James A. Skinner    
James A. Skinner Director March 17, 2015 


 
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EXHIBIT INDEX

 
Exhibit Number Exhibit Description
4.1 Voltage Security, Inc. 2002 Stock Plan.
5.1 Opinion re legality.
                  23.1 Consent of Counsel (included in Exhibit 5.1).
                  23.2 Consent of Independent Registered Public Accounting Firm.
                  24.1 Power of Attorney (included on the signature pages of this Registration Statement and incorporated herein by reference).
   
 

 
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