Delaware
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47-3298624
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer Identification No.)
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3000 Hanover Street, Palo Alto, CA
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94304
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Title of securities to be registered |
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Amount to be registered (1) |
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Proposed maximum
offering price per share (2)
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Proposed maximum aggregate offering price (2) |
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Amount of registration fee |
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Common Stock, par value $0.01 per share
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260,000,000 (3)
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$
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16.10
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$
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4,186,000,000
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$
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421,530.20
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Common Stock, par value $0.01 per share
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80,000,000 (4)
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$
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16.10
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$
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1,288,000,000
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$
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129.701.60
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Total | 340,000,000 |
$
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5,474,000,000 | $ | 551,231.80 |
(1)
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This Registration Statement covers such additional and indeterminate number of shares of the Common Stock of the Registrant as may become issuable by reason of stock dividends, stock splits or similar transactions.
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(2)
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Estimated solely for the purposes of determining the amount of the registration fee, in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low sales prices per share of the Common Stock of the Registrant on the "when issued" trading market as reported on the New York Stock Exchange on October 28, 2015.
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(3)
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Represents the number of shares of the Common Stock of the Registrant issuable pursuant to awards granted under the Registrant's 2015 Stock Incentive Plan.
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(4) | Represents the number of shares of the Common Stock of the Registrant issuable under the Registrant's 2015 Employee Stock Purchase Plan. |
(a) | The Registrant's Registration Statement on Form 10, initially filed with the Commission on July 1, 2015, as amended, including the description of the Company's Common Stock contained therein, and any amendment or report filed for the for the purpose of updating such description; |
(b) | The Company's Current Report on Form 8-K (excluding any information furnished under Items 2.02 and 7.01 thereof), dated October 13, 2015. |
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HEWLETT PACKARD ENTERPRISE COMPANY
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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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Secretary
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Signature
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Title
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Date
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/s/ Joseph Ayers | President |
October 29, 2015
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Joseph Ayers | ||||
/s/ Catherine A. Lesjak | Chief Financial Officer and Director |
October 29, 2015
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Catherine A. Lesjak | ||||
/s/ Rishi Varma | Director |
October 29, 2015
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Rishi Varma | ||||
/s/ Jeremy Cox | Director |
October 29, 2015
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Jeremy Cox | ||||
/s/ Jim Rittinger | Director |
October 29, 2015
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Jim Rittinger | ||||
/s/ Michael J. Angelakis | Director |
October 29, 2015
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Michael J. Angelakis |
Exhibit Number
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Description of Exhibit
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4.1
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Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to Form 10 filed by the Registrant on September 28, 2015).
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4.2
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Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 4 to Form 10 filed by the Registrant on September 28, 2015).
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4.3
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Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 4 to Form 10 filed by the Registrant on September 28, 2015).
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4.4
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Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 4 to Form 10 filed by the Registrant on September 28, 2015).
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*5.1
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Opinion of Baker & McKenzie LLP.
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*23.1
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Consent of Independent Registered Public Accounting Firm.
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*23.2
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Consent of Baker & McKenzie LLP (filed as part of Exhibit 5.1).
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*24
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Powers of Attorney (included as part of the signature pages of the Registration Statement).
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Exhibit 5.1
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Baker & McKenzie LLP
660 Hansen Way
Palo Alto, CA 94304-1044, USA Tel: +1 650 856 2400
Fax: +1 650 856 9299 www.bakermckenzie.com |
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October 29, 2015
Hewlett Packard Enterprise Company
3000 Hanover Street
Palo Alto, CA 94304
Ladies and Gentlemen:
We have acted as counsel for Hewlett Packard Enterprise Company, a Delaware corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect of the issuance of (i) up to 80,000,000 shares of the Company's common stock, $0.01 par value (the "Common Stock"), to be issued pursuant to the Company's 2015 Employee Stock Purchase Plan (the "ESPP") and (ii) up to 260,000,000 shares of the Common Stock, to be issued pursuant to the Company's 2015 Stock Incentive Plan (the "SIP," and, collectively with the ESPP, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the form of the Registration Statement, and we have examined the original, photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. This opinion further assumes that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plans.
Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that upon issuance and delivery of the Shares, and assuming no change in the applicable law or facts, the Shares will be duly authorized, legally issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
/s/ Baker & McKenzie LLP
Baker & McKenzie LLP
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.
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