false0000047217
0000047217
2019-10-30
2019-10-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Delaware
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1-4423
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94-1081436
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1501 Page Mill Road,
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Palo Alto,
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California
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94304
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(Address of principal executive offices)
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(Zip code)
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(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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HPQ
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.02.
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Termination of a Material Definitive Agreement
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On October 30, 2019, HP Inc. (“HP”) and Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise” and together with HP, the “parties”) entered into an agreement (the “Termination Agreement”) to terminate the Tax Matters Agreement, dated October 31, 2015, between HP and Hewlett Packard Enterprise (the “Tax Matters Agreement”), and certain ancillary tax agreements, effective as of October 30, 2019. The Tax Matters Agreement was entered into in connection with the separation (the “Separation”) of Hewlett Packard Enterprise from HP (formerly Hewlett-Packard Company). The Tax Matters Agreement governed the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of certain pre-Separation tax matters.
Under the Termination Agreement, HP has agreed to pay Hewlett Packard Enterprise (i) $200.0 million on or before October 31, 2019, (ii) $50.0 million on or before October 31, 2020, and (iii) $50.0 million on or before October 31, 2021. HP and Hewlett Packard Enterprise also agreed to release each other from certain claims and liabilities arising out of or related to the Tax Matters Agreement.
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SIGNATURE
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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.
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HP Inc.
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DATE: November 1, 2019
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By:
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/s/ Ruairidh Ross
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Name:
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Ruairidh Ross
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Title:
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Deputy General Counsel
and Assistant Secretary
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