8-K

UNITED STATES
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

June 9, 2005
Date of Report (Date of Earliest Event Reported)

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	1-4423	94-1081436
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3000 HANOVER STREET, PALO ALTO, CA		94304
(Address of principal executive offices)		(Zip code)
(650) 857-1501
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

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Item 1.01 Entry into a Material Definitive Agreement
	On June 9, 2005, Hewlett-Packard Company (“HP”) agreed to employ R. Todd Bradley as Executive Vice President, Personal Systems Group pursuant to the terms of an offer letter (the “Agreement”). HP agreed to provide Mr. Bradley with a base salary of $725,000 per year, a signing bonus of $1,000,000, an option to purchase 400,000 shares of HP common stock and an equivalent value of targeted long-term performance cash, 100,000 shares of restricted stock, and a targeted short-term bonus opportunity of 125% of base salary (which will be guaranteed for the remainder of fiscal 2005 and for fiscal 2006).  Mr. Bradley will also receive relocation benefits and financial counseling and is eligible to participate in HP employee benefit programs. For 36 months, if Mr. Bradley’s employment is terminated other than for cause, death or permanent disability, or if Mr. Bradley voluntarily terminates his employment due to specified constructive termination events, HP has agreed (subject to Mr. Bradley’s release of claims and non-competition provisions) to grant Mr. Bradley specified severance benefits that are generally consistent with HP’s severance program for executive officers and company practices for similarly-situated executives, as well as vesting of 50% of options awarded during the 36 month period. HP has also agreed to indemnify Mr. Bradley against certain claims by his former employer as a result of his employment by HP, and will also pay Mr. Bradley’s reasonable legal fees in connection with the Agreement.
Item 8.01 Other Events
	On June 13, 2005, HP issued a press release entitled “HP Names Todd Bradley as Executive Vice President of Personal Systems Group” (the “Press Release”). The Press Release, which is filed herewith as Exhibit 99.1, is incorporated herein by reference.

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SIGNATURES

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: June 15, 2005	By:
		/s/ Ann O. Baskins
	Name:	Ann O. Baskins
	Title:	Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release issued by Hewlett-Packard Company, dated June 13, 2005, entitled “HP Names Todd Bradley as Executive Vice President of Personal Systems Group” (filed herewith).

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EX-99.1

Exhibit 99.1

HP Names Todd Bradley as Executive Vice President of Personal Systems Group

PALO ALTO, Calif., June 13, 2005

HP today announced that it has appointed R. Todd Bradley to serve as executive vice president of its Personal Systems Group (PSG), which includes the company’s notebook and desktop PCs, handhelds, monitors, workstations and related support services.

Bradley, 46, most recently spent four years at palmOne, Inc., three as president and chief executive officer. His appointment re-establishes PSG as a standalone business, following its combination in January 2005 with the Imaging and Printing Group (IPG). Vyomesh (V.J) Joshi, who had served as executive vice president of the combined Imaging and Personal Systems Group, will resume his former role as executive vice president of IPG.

Bradley has a 25-year management career with extensive international experience. Prior to palmOne, he spent three years at Gateway, Inc., most recently as executive vice president, global operations, and previously ran its operations in Europe, Middle East and Africa. He has also held senior roles at GE Capital Corp., The Dun & Bradstreet Corp. and FedEx Corp.

Bradley will join HP’s Executive Council as its 10th member, marking HP’s second expansion of the council this month.

“Todd Bradley is an outstanding executive with a long track record of growing businesses, executing against plans and exceeding targets,” said Mark Hurd, HP chief executive officer and president. “His experience driving growth and profitability in highly competitive hardware fields makes him well-suited for this position.

“Under VJ’s leadership, the PC business has continued to grow and improve its profit margins, and I’d like to congratulate him on those efforts. Now, by managing PSG and IPG as separate, highly focused organizations, we can further sharpen our competitiveness and improve our cost structures.”

About HP

HP is a technology solutions provider to consumers, businesses and institutions globally. The company’s offerings span IT infrastructure, global services, business and home computing, and imaging and printing. For the four fiscal quarters ended April 30, 2005, HP revenue totaled $83.3 billion. More information about HP (NYSE, Nasdaq: HPQ) is available at http://www.hp.com.

This news release contains forward-looking statements that 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 anticipated expected financial results; statements of expectation or belief; and any statement of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the achievement of expected financial results and other risks that are described from time to time in HP’s Securities and Exchange Commission reports, including but not limited to HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended Jan. 31, 2005, and other reports filed after HP’s Annual Report on Form 10-K for the fiscal year ended Oct. 31, 2004. HP assumes no obligation and does not intend to update these forward-looking statements.