Current Report Filing (8-k)
October 01 2015 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
September 30, 2015
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-4423 |
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94-1081436 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3000 Hanover Street, Palo Alto, CA |
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94304 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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(560) 857-1501
(Registrants telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On September 30, 2015, the Board of Directors of Hewlett-Packard
Company (HP Co.) approved the previously announced separation (the Separation) of HP Co.s Enterprise Group, Enterprise Services, Software and Financial Services businesses through the distribution (the
Distribution) of 100% of the outstanding common stock of Hewlett Packard Enterprise Company (Hewlett Packard Enterprise) to HP Co. stockholders. To consummate the Separation, the HP Co. Board of Directors declared a pro rata
dividend of Hewlett Packard Enterprise common stock, which is expected to be effective at 12:01 a.m. Eastern Time on November 1, 2015, to HP Co. stockholders of record as of the close of business on October 21, 2015 (the Record
Date). Each HP Co. stockholder will receive one share of Hewlett Packard Enterprise common stock for every share of HP Co. common stock held as of the close of business on the Record Date. Stockholders will receive cash in lieu of fractional
shares of Hewlett Packard Enterprise common stock. The Separation and the Distribution are subject to the satisfaction or waiver of certain conditions, as more fully described in Hewlett Packard Enterprises Registration Statement on Form 10
(File No. 001-37483), as amended.
Following the Separation, Hewlett Packard Enterprise will be an independent, publicly traded
company.
The press release announcing certain details of the Separation and the Distribution is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Forward-looking statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP Co. and its consolidated subsidiaries could 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 the expected benefits and costs of the
separation of Hewlett Packard Enterprise from the rest of HP Co.; the expected timing of the completion of the Separation; the ability to complete the Separation considering the various closing conditions; any statements of expectation or belief;
and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the Separation may not be timely completed, if at all; that,
prior to the completion of the Separation, HP Co.s business may not perform as expected due to Separation-related uncertainty or other factors; that the parties are unable to successfully implement Separation strategies; and other risks that
are described in HP Co.s U.S. Securities and Exchange Commission (SEC) reports, including but not limited to the risks described in HP Co.s Annual Report on Form 10-K for its fiscal year ended October 31, 2014, HP
Co.s Quarterly Reports on Form 10-Q for its fiscal quarters ended April 30, 2015 and July 31, 2015 and the Risk Factors section of the preliminary information statement included in the Registration Statement on Form 10
filed by Hewlett Packard Enterprise with the SEC. HP Co. and Hewlett Packard Enterprise assume no obligation to update these forward-looking statements.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated October 1, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HEWLETT-PACKARD COMPANY |
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DATE: October 1, 2015 |
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By: |
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/S/ RISHI VARMA |
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Name: |
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Rishi Varma |
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Title: |
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Senior Vice President, Deputy General
Counsel and Assistant Secretary |
Exhibit 99.1
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Hewlett-Packard Company |
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3000 Hanover Street |
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Palo Alto, CA 94304
hp.com |
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News Release
HP Board of Directors Approves Separation
Separation will occur by means of a distribution to HP stockholders of 100% of the
outstanding shares of Hewlett Packard Enterprise
Each HP stockholder will receive one share of HPE common stock for every one share of HP
common stock held
Hewlett Packard Enterprise shares to begin trading on the NYSE November 2,
2015 |
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Editorial contacts
Kate Holderness, HP +1 650 236-2024
corpmediarelations@hp.com
www.hp.com/go/newsroom |
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PALO ALTO, Calif. October 1, 2015 The Board of Directors of Hewlett-Packard Company (HP) yesterday approved the
previously announced separation of HP into two independent, industry-leading companies: Hewlett Packard Enterprise Company and HP Inc. The separation is expected to be completed on November 1, 2015.
Hewlett Packard Enterprise Company (Hewlett Packard Enterprise), will provide
the cutting-edge technology solutions enterprises need to optimize their traditional IT while helping them build a secure, cloud-enabled, mobile-ready future. Specifically, this company will include HPs best-in-class portfolio across its
Enterprise Group, Enterprise Services, Software and Financial Services businesses. |
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HP Inc. will own and operate HPs market leading printing and personal systems businesses. HP Inc. will have an impressive portfolio and a strong innovation pipeline across areas such
as |
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multi-function printing, Ink in the Office, graphics, commercial mobility, and services.
This separation will enable us to accelerate the turnaround we began four years
ago, said Meg Whitman, Chairman, President and Chief Executive Officer, HP. As two independent, industry-leading companies, Hewlett Packard Enterprise and HP Inc. can drive more focused business strategies, innovation roadmaps, and
go-to-market models. The separation will also present better choices for investors by creating two distinct and attractive investment profiles.
The separation will occur by means of a pro rata distribution to HP stockholders of 100% of the outstanding shares of Hewlett Packard Enterprise. The
distribution is expected to occur on November 1, 2015. In connection with the separation, HP will be renamed HP Inc. Consequently, the separation will provide HP stockholders with ownership interests in both HP Inc. and Hewlett Packard
Enterprise. Each HP stockholder will receive one share of Hewlett Packard Enterprise
common stock for every one share of HP common stock held as of October 21, 2015, the record date for the distribution. No fractional shares of Hewlett Packard Enterprise will be issued. Stockholders will receive cash in lieu of fractional
shares. Beginning on or about October 19, 2015 and continuing up to the
distribution date, it is expected that when issued trading will begin for Hewlett Packard Enterprise shares on the New York Stock Exchange (NYSE) under the ticker symbol HPE WI. Hewlett Packard Enterprise shares
are expected to begin regular way trading on Monday, November 2, 2015 on the NYSE under the ticker symbol HPE. HP (to be renamed HP Inc.) will continue to trade on the NYSE under the ticker symbol HPQ.
Also beginning on or about October 19, 2015 and continuing up to the distribution
date, it is expected that there will be two markets in HP common stock. HP shares that trade in the regular-way market under the symbol HPQ will trade with an entitlement to shares of Hewlett Packard Enterprise
common |
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stock to be distributed pursuant to the distribution; shares that trade in the ex-distribution market under the symbol
HPQ WI will trade without an entitlement to shares of Hewlett Packard Enterprise common stock.
HP stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution in their situation, including,
without limitation, the specific implications of selling Hewlett Packard Enterprise shares and the applicability and effect of any U.S. federal, state, local and foreign tax laws.
No action is required by HP stockholders in order to receive Hewlett Packard Enterprise
shares in the distribution. HP expects that the information statement regarding the separation will be made available to all HP stockholders entitled to receive Hewlett Packard Enterprise shares in October. The information statement is an exhibit to
the Registration Statement on Form 10 filed by Hewlett Packard Enterprise with the U.S. Securities and Exchange Commission (SEC), and describes Hewlett Packard Enterprise and its business, including details regarding the separation and
distribution and certain risks of owning Hewlett Packard Enterprise shares. The
separation and distribution remain subject to certain conditions, including, among others receipt of a favorable IRS ruling and opinions of HPs tax advisors regarding certain U.S. federal income tax matters and the effectiveness of the Form
10. For more information, view the full Hewlett Packard Enterprise Form 10 at
http://www.sec.gov and visit HPs Investor Relations site. About HP
HP creates new possibilities for technology to have a meaningful impact on people,
businesses, governments and society. With the broadest technology portfolio spanning printing, personal systems, software, services and IT infrastructure, HP delivers solutions for customers most complex challenges in every region of the
world. |
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More information about HP (NYSE: HPQ) is available at http://www.hp.com.
About Hewlett Packard Enterprise
Hewlett Packard Enterprise is an industry leading technology company that enables
customers to go further, faster. With the industrys most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make IT more efficient, more
productive and more secure. Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated
subsidiaries could 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 the expected benefits and costs of the separation of Hewlett Packard Enterprise from the rest of HP; the expected timing of the completion of the separation; the ability to complete the separation considering the various closing
conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the
separation may not be timely completed, if at all; that, prior to the completion of the separation, HPs business may not perform as expected due to separation-related uncertainty or other factors; that the parties are unable to successfully
implement separation strategies; and other risks that are described in HPs SEC reports, including but not limited to the risks described in HPs Annual Report on Form 10-K for its fiscal year ended October 31, 2014, HPs
Quarterly Reports on Form 10-Q for its fiscal quarters ended |
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April 30, 2015 and July 31, 2015 and the Risk Factors section of the preliminary information statement included in
the Registration Statement on Form 10 filed by Hewlett Packard Enterprise with the SEC. HP and Hewlett Packard Enterprise assume no obligation to update these forward-looking statements.
© 2015 Hewlett-Packard
Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein
should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein. |
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