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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
May 24, 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 (Commission File Number) (I.R.S. Employer
jurisdiction of 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.
This Current Report on Form 8-K (including the documents set forth as
exhibits 4.1 - 4.4 hereto) is being filed to be, and is hereby, incorporated by
reference into our Registration Statement on Form S-3 (No. 333-30786), which was
declared effective on March 17, 2000. This Report and the exhibits hereto relate
to the offering from time to time of up to $1,500,000,000 aggregate principal
amount of our Medium-Term Notes, Series A, Due Nine Months or More from the Date
of Issue.
Item 7. Financial Statements and Exhibits.
The following exhibits are being filed with this report:
Exhibit 4.1 Form of Fixed Rate Note.
Exhibit 4.2 Form of Floating Rate Note.
Exhibit 4.3 Agency Agreement, dated May 16, 2001, entered into between
Hewlett-Packard Company and J.P. Morgan Securities Inc., ABN
AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and The Williams Capital Group, L.P.
Exhibit 4.4 Officers' Certificate dated May 16, 2001 (excluding the
exhibits thereto), executed by Hewlett-Packard Company and
delivered pursuant to Section 301 of the Indenture (Senior
Debt Securities) dated as of June 1, 2000, entered into
between Hewlett-Packard Company and Chase Manhattan Bank and
Trust Company, N.A., as trustee.
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.
HEWLETT-PACKARD COMPANY
Date: May 24, 2001 By: /s/ Ann O. Baskins
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Name: Ann O. Baskins
Title: Vice President, Secretary
and General Counsel
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED MAY 24, 2001
Exhibit Description
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4.1 Form of Fixed Rate Note.
4.2 Form of Floating Rate Note.
4.3 Agency Agreement, dated May 16, 2001, entered into between Hewlett-
Packard Company and J.P. Morgan Securities Inc., ABN AMRO
Incorporated, Banc of America Securities LLC, Bear, Stearns & Co.
Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., and The Williams Capital
Group, L.P.
4.4 Officers' Certificate dated May 16, 2001 (excluding the exhibits
thereto), executed by Hewlett-Packard Company and delivered pursuant
to Section 301 of the Indenture (Senior Debt Securities) dated as of
June 1, 2000, entered into between Hewlett-Packard Company and Chase
Manhattan Bank and Trust Company, N.A., as trustee.