Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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94-1081436
(I.R.S. Employer Identification No.)
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Large accelerated filer
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☑
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Accelerated filer
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☐ |
Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class 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, $0.01 par value
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50,000,000
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$
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19.64
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$
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982,000,000
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$
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107,136.20
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also shall cover any additional shares of the Registrant's Common Stock in respect of the securities
identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.
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(2) |
Estimated in accordance with Rule 457(h) based on a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the New York Stock Exchange on December 3, 2020, such discount representing the maximum
permissible discount offered pursuant to such plan.
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Item 1.
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Plan Information.
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Item 3.
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Incorporation of Documents by Reference.
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(a) |
the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020, filed with the Commission on December 10, 2020; and
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(b) |
the Description of the Registrant’s Common Stock contained in the Registrant's Registration Statement on Form 8-A/A filed with the Commission on June
23, 2006 (Commission File No. 001-04423), as updated by Exhibit 4(j) to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed on December 12, 2019, together with any amendment or report filed for the purpose of updating such description.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit No.
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Exhibit Description
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4.1
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Registrant’s Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of Registrant’s Form 10-Q filed on June 12, 1998); Registrant’s
Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3(b) on Registrant’s Form 10-Q filed on March 16, 2001);
Registrant’s Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.2 on Registrant’s Form 8-K filed on October 22, 2015); Registrant’s Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on
Registrant’s Form 8-K filed on April 7, 2016).
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4.2
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Registrant’s Amended and Restated Bylaws effective February 7, 2019 (incorporated by reference to Exhibit 3.1 on Registrant’s Form 8-K filed on February 13, 2019).
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HP Inc. 2021 Employee Stock Purchase Plan
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Opinion of Gibson, Dunn & Crutcher LLP.
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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Consent of Ernst & Young LLP.
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Power of Attorney (included on signature page hereto).
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*
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Filed herewith.
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Item 9.
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Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(h) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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HP Inc.
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By:
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/s/ Ruairidh Ross | |
Name:
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Ruairidh Ross
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Title:
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Global Head of Strategic Legal Matters and Assistant Secretary
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Signature
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Title
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Date
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/s/ Enrique Lores
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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December 10, 2020
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Enrique Lores
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/s/ Marie Myers |
Acting Chief Financial Officer
(Principal Financial Officer)
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December 10, 2020
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Marie Myers
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/s/ Claire Bramley |
Global Controller
(Principal Accounting Officer)
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December 10, 2020
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Claire Bramley
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/s/ Aida Alvarez |
Director
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December 10, 2020
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Aida Alvarez
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/s/ Shumeet Banerji |
Director
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December 10, 2020
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Shumeet Banerji
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/s/ Robert R. Bennett |
Director
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December 10, 2020
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Robert R. Bennett
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/s/ Charles V. Bergh |
Director
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December 10, 2020
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Charles V. Bergh
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/s/ Stacy Brown-Philpot |
Director
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December 10, 2020
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Stacy Brown-Philpot
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/s/ Stephanie Burns |
Director
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December 10, 2020
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Stephanie Burns
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/s/ Mary Anne Citrino |
Director
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December 10, 2020
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Mary Anne Citrino
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/s/ Richard L. Clemmer |
Director
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December 10, 2020
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Richard L. Clemmer
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/s/ Yoky Matsuoka |
Director
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December 10, 2020
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Yoky Matsuoka
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/s/ Stacey Mobley |
Director
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December 10, 2020
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Stacey Mobley
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/s/ Subra Suresh |
Director
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December 10, 2020
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Subra Suresh
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1. |
PURPOSE.
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2. |
DEFINITIONS.
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(a) |
“Affiliate” shall mean any (i) Subsidiary and (ii) any other
entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50
percent or more of the total ownership interest in one of the other entities in such chain.
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(b) |
“Board” shall mean the Board of Directors of the Corporation.
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(c) |
“Code” shall mean the Internal Revenue Code of 1986, of the USA,
as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.
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(d) |
“Code Section 423 Plan” shall mean an employee stock purchase
plan which is designed to meet the requirements set forth in Code Section 423.
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(e) |
“Committee” shall mean the committee appointed by the Board in
accordance with Section 14 of the Plan.
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(f) |
“Common Stock” shall mean the Common Stock of the Corporation,
or any stock into which such Common Stock may be converted.
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(g) |
“Compensation” shall mean an Employee’s base cash compensation,
commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with
any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.
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(h) |
“Contributions” shall mean the payroll deductions (to the extent
permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under
applicable local law.
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(i) |
“Corporation” shall mean HP Inc., a Delaware corporation.
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(j) |
“Designated Affiliate” shall mean an Affiliate that has been
designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan.
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(k) |
“Employee” shall mean an individual classified as an employee
(within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation’s or such Designated Affiliate’s payroll records
during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not
permitted under applicable local law) or individuals classified as independent contractors.
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(l) |
“Entry Date” shall mean the first Trading Day of the Offering
Period.
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(m) |
“Fair Market Value” shall be the closing sales price for the
Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading
Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable.
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(n) |
“Non-423 Plan” shall mean an employee stock purchase plan which
does not meet the requirements set forth in Code Section 423.
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(o) |
“Offering Period” shall mean the period of six (6) months during
which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee.
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(p) |
“Participant” shall mean a participant in the Plan as described
in Section 5 of the Plan.
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(q) |
“Plan” shall mean this Employee Stock Purchase Plan which
includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan.
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(r) |
“Purchase Date” shall mean the last Trading Day of each Offering
Period.
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(s) |
“Purchase Price” shall mean 95% of the Fair Market Value of a
share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4.
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(t) |
“Shareowner” shall mean a record holder of shares entitled to
vote shares of Common Stock under the Corporation’s by-laws.
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(u) |
“Subsidiary” shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f).
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(v) |
“Trading Day” shall mean a day on which U.S. national stock
exchanges and the national market system are open for trading.
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3. |
ELIGIBILITY.
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4. |
OFFERING PERIODS.
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5. |
PARTICIPATION.
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5.1 |
An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by completing and submitting, on a date prescribed by the
Committee prior to an applicable Entry Date, a completed payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan
expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form provided by the Corporation or by following an electronic or other enrollment process as prescribed by the Committee.
Where applicable local law prohibits payroll deductions for the purpose of the Plan, the Corporation may permit a Participant to contribute amounts to the Plan through payment by cash, check or other means set forth in the Plan enrollment
form prior to each Purchase Date of each Offering Period. An eligible Employee may authorize Contributions at the rate of any whole percentage of the Employee’s Compensation, not to exceed ten percent (10%) of the Employee’s Compensation. All
payroll deductions may be held by the Corporation and commingled with its other corporate funds where administratively appropriate, except where applicable local law requires that Contributions to the Plan from Participants be segregated from
the general corporate funds and/or deposited with an independent third party. No interest shall be paid or credited to the Participant with respect to such Contributions, unless required by local law. The Corporation shall maintain a separate
bookkeeping account for each Participant under the Plan and the amount of each Participant’s Contributions shall be credited to such account. A Participant may not make any additional payments into such account.
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5.2 |
Under procedures established by the Committee, a Participant may withdraw from the Plan during an Offering Period, by completing and filing a new payroll deduction
authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other Contribution authorization and Plan enrollment form with the Corporation or by following electronic or other procedures prescribed by
the Committee, prior to the change enrollment deadline established by the Corporation. If a Participant withdraws from the Plan during an Offering Period, his or her accumulated Contributions will be refunded to the Participant without
interest. The Committee may establish rules limiting the frequency with which Participants may withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing to re-enroll following withdrawal.
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5.3 |
A Participant may change his or her rate of Contributions at any time by filing a new payroll deduction authorization or, if applicable local law prohibits payroll
deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form or by
following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of Contributions, the rate of Contributions shall continue at the originally elected rate throughout
the Offering Period and future Offering Periods. In accordance with Section 423(b)(8) of the Code, the Committee may reduce a Participant’s Contributions to zero percent (0%) at any time during an Offering Period.
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6. |
TERMINATION OF EMPLOYMENT.
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7. |
OFFERING.
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7.1 |
Subject to adjustment as set forth in Section 10, the maximum number of shares of Common Stock that may be issued pursuant to the Plan shall be fifty million
(50,000,000). If, on a given Purchase Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Corporation shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
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7.2 |
Each Offering Period shall be determined by the Committee. Unless otherwise determined by the Committee, the Plan will operate with successive six (6) month Offering
Periods commencing at the beginning of each fiscal year half. The Committee shall have the power to change the duration of future Offering Periods, without Shareowner approval, and without regard to the expectations of any Participants.
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7.3 |
Each eligible Employee who has elected to participate as provided in Section 5.1 shall be granted an option to purchase that number of shares of Common Stock (not to
exceed 5,000 shares, subject to adjustment under Section 10 of the Plan) which may be purchased with the Contributions accumulated on behalf of such Employee during each Offering Period at the Purchase Price specified in Section 7.4 below,
subject to the additional limitation that no Employee shall be granted an option to purchase Common Stock under the Plan at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Fair Market Value of such Common Stock
(determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is “granted” on a Participant’s Entry Date. An option will expire upon the earlier to
occur of (i) the termination of a Participant’s participation in the Plan; or (ii) the termination of an Offering Period. This section shall be interpreted so as to comply with Code Section 423(b)(8).
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7.4 |
The Purchase Price under each option shall be a percentage (not less than eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Fair
Market Value of the Common Stock on the Purchase Date on which the Common Stock is purchased. The Committee may change the Designated Percentage with respect to any future Offering Period, but not below eighty-five percent (85%), and the
Committee may determine with respect to any prospective Offering Period that the option price shall be the Designated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.
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7.5 |
For purposes of the Code Section 423 Plan only, and unless the Committee otherwise determines, each Designated Affiliate shall be deemed to participate in a separate
offering from the Corporation or any other Designated Affiliate, provided that the terms of participation within any such offering are the same for all Participants in such offering, as determined under Code Section 423.
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8. |
PURCHASE OF STOCK.
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9. |
PAYMENT AND DELIVERY.
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10. |
RECAPITALIZATION.
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11. |
MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
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12. |
TRANSFERABILITY.
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13. |
AMENDMENT OR TERMINATION OF THE PLAN.
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13.1 |
The Plan shall continue until May 1, 2031 unless otherwise terminated in accordance with Section 13.2.
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13.2 |
The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect Whatsoever, except that, without
approval of the Shareowners, no such revision or amendment shall increase the number of shares subject to the Plan, other than an adjustment under Section 10 of the Plan.
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14. |
ADMINISTRATION.
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15. |
COMMITTEE RULES FOR FOREIGN JURISDICTIONS AND THE NON-423 PLAN.
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15.1 |
The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and
procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of Contributions, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of stock certificates which vary with local legal requirements.
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15.2 |
The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations, which rules, procedures or sub-plans may be designed to be
outside the scope of Code Section 423. The terms of such rules, procedures or sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7.1, but unless otherwise expressly superseded by the terms of such
rule, procedure or sub-plan, the provisions of this Plan shall govern the operation of the Plan. To the extent inconsistent with the requirements of Code Section 423, such rules, procedures or sub-plans shall be considered part of the Non-423
Plan, and the options granted thereunder shall not be considered to comply with Section 423.
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16. |
SECURITIES LAWS REQUIREMENTS.
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17. |
GOVERNMENTAL REGULATIONS.
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18. |
NO ENLARGEMENT OF EMPLOYEE RIGHTS.
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19. |
GOVERNING LAW.
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20. |
EFFECTIVE DATE.
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21. |
REPORTS.
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22. |
DESIGNATION OF BENEFICIARY FOR OWNED SHARES.
|
Re: |
Proposed Offering of up to 50,000,000 Shares of Common Stock Pursuant to the HP Inc. 2021 Employee Stock Purchase Plan
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