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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 7, 2001
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Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4423 94-1081436
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
3000 HANOVER STREET, PALO ALTO, CA 94304
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(Address of principal executive offices) (Zip code)
(650) 857-1501
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On December 6, 2001, we completed the offering of our 5.75% Global
Notes due December 15, 2006. The offering was made pursuant to an underwriting
agreement dated December 3, 2001, between Hewlett-Packard Company and Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc. (as
representatives of the several underwriters named therein).
The 5.75% Global Notes are governed by an indenture entered into
between Hewlett-Packard and JP Morgan Trust Company, National Association
(formerly known as Chase Manhattan Bank and Trust Company, National Association)
as trustee, dated as of June 1, 2000 (the "Indenture"), as supplemented by an
officers' certificate authorizing the terms of the 5.75% Global Notes pursuant
to Section 301 of the Indenture. The Indenture is attached as Exhibit 4.1 to our
registration statement on Form S-3 (file number 333-30786), filed with the
Securities and Exchange Commission on March 17, 2000.
The purpose of this Current Report is to file the form of the 5.75%
Global Note, the Underwriting Agreement and the Section 301 Officers'
Certificate.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1.1 Underwriting Agreement, dated December 3, 2001,
entered into between Hewlett-Packard Company and
Credit Suisse First Boston Corporation and Salomon
Smith Barney Inc., as representatives of the several
underwriters named therein.
Exhibit 4.1 Form of 5.75% Global Note due December 15, 2006.
Exhibit 4.2 Officers' Certificate pursuant to Section 301 of the
Indenture, dated December 6, 2001, executed by
Hewlett-Packard Company (exhibits omitted).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEWLETT-PACKARD COMPANY
Date: December 7, 2001 By: /s/ Charles N. Charnas
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Name: Charles N. Charnas
Title: Assistant Secretary and
Senior Managing Counsel
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED DECEMBER 7, 2001
Exhibit Description
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1.1 Underwriting Agreement, dated December 3, 2001, entered into between Hewlett-Packard Company
and Credit Suisse First Boston Corporation and Salomon Smith Barney Inc., as representatives
of the several underwriters named therein.
4.1 Form of 5.75% Global Note due December 15, 2006.
4.2 Officers' Certificate pursuant to Section 301 of the Indenture, dated December 6, 2001,
executed by Hewlett-Packard Company (exhibits omitted).
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