0001144204-12-040410.txt : 20120720 0001144204-12-040410.hdr.sgml : 20120720 20120720165232 ACCESSION NUMBER: 0001144204-12-040410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120720 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120720 DATE AS OF CHANGE: 20120720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSBC USA INC /MD/ CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07436 FILM NUMBER: 12972791 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125253735 MAIL ADDRESS: STREET 1: 452 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 v712321_8k.htm CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 20, 2012 Commission file number 1-7436
HSBC USA INC.
(Exact name of registrant as specified in its charter)
Maryland		13-2764867
(State of incorporation)		(IRS Employer Identification Number)

452 Fifth Avenue, New York, New York		10018
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 525-5000
Not Applicable (Former name or former address, if changed since last report)

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:

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

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

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

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

Item 9.01. Financial Statements and Exhibits.

HSBC USA Inc. (the “Registrant”) has filed a Registration Statement on Form S-3 (File No. 333-180289) (the “Registration Statement”) under the Securities Act of 1933 registering, among other securities, its senior, unsecured debt securities titled “Notes, Series 1” (the “Notes”) that may be offered from time to time. A tax opinion as to certain matters is being filed as Exhibit 8.1 to this Current Report.

(d)

Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

	Exhibit No.	Description
	8.1	Opinion of Morrison & Foerster LLP as to certain federal tax matters
	23.1	Consent of Morrison & Foerster LLP (included in Exhibit 8.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HSBC USA Inc. (Registrant)
	By:	/s/ Mick Forde

		Name: Mick Forde Title: Senior Vice President, Deputy General Counsel – Corporate and Assistant Secretary

Dated: July 20, 2012

Exhibit Index

Exhibit No.	Description
8.1	Opinion of Morrison & Foerster LLP as to certain federal tax matters
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 8.1)

EX-8.1 2 v712321_ex8-1.htm EXHIBIT 8.1

Exhibit 8.1

[LETTERHEAD OF MORRISON & FOERSTER LLP]

July 20, 2012

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Ladies and Gentlemen:

We are rendering this opinion as special United States tax counsel to HSBC USA Inc. (the “Corporation”), a Maryland corporation, in connection with the Corporation’s shelf registration statement on Form S-3 (File No. 333-180289) (the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “Commission”) on March 22, 2012 and registers an unspecified aggregate principal amount of the Corporation’s senior and subordinated unsecured debt securities (the “Notes”), which may be issued by the Corporation from time to time.

We have reviewed the discussion set forth under the heading “U.S. Federal Income Tax Considerations Relating to Debt Securities” in the prospectus dated March 22, 2012 (the “Prospectus”), which was prepared prior to the time that we were retained to act as your counsel in connection with the Registration Statement. Based upon current law, we confirm such discussion as our opinion with respect to the material United States federal income tax consequences of the purchase, ownership and disposition of the Notes, subject to the qualifications and limitations set forth in such discussion. It is possible that contrary positions may be taken by the Internal Revenue Service and that a court may agree with such contrary positions.

We consent to your filing a copy of this opinion as Exhibit 8.1 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and applies only to the disclosure under the heading “U.S. Federal Income Tax Considerations Relating to Debt Securities” set forth in the Prospectus. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law after the date of this letter.

Very truly yours,

/s/ MORRISON & FOERSTER LLP