Item 8.01.  Other Events

As previously reported in the reports filed by Hewlett-Packard Company (“HP”) under the Securities Exchange Act of 1934, as amended, Electronic Data Systems Corporation (“EDS”), a company that HP acquired in August 2008, and EDS Limited (UK) (“EDS UK”), one of EDS’s subsidiaries, are defendants in litigation filed in the United Kingdom by Sky Subscribers Services Limited and British Sky Broadcasting Limited (collectively, “BSkyB”) in 2004 alleging deceit, negligent misrepresentation, negligent misstatement and breach of contract.  The claims arose out of a customer relationship management project that was awarded to EDS in 2000, the principal objective of which was to develop a customer call center in Scotland.  On January 26, 2010, the court issued a decision finding EDS UK liable to BSkyB for deceit in one area of the claim, for negligent misrepresentation and negligent misstatement in another area of the claim, and for breach of contract.  The court also dismissed all of BSkyB’s other claims.  The court will issue a final quantification of damages at a later date.  HP plans to seek leave from the court to appeal the decision.  HP previously established a reserve in connection with this matter and believes that the reserve remains materially adequate.  HP will continue to evaluate that reserve pending final resolution of this matter.

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Item 8.01.                  Other Events.

On November 11, 2009, Hewlett-Packard Company, a Delaware corporation (“HP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among HP, Colorado Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of HP (“Merger Sub”), and 3Com Corporation, a Delaware corporation (“3Com”).  Pursuant to the Merger Agreement, Merger Sub will be merged with and into 3Com, and each outstanding share of 3Com common stock (other than shares as to which appraisal rights have been properly exercised) will be converted into the right to receive $7.90, without interest.

3Com and HP have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that 3Com (i) will conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the merger, and (ii) subject to certain customary exceptions, that the Board of Directors of 3Com will recommend adoption by its stockholders of the Merger Agreement and will not solicit alternative business combination transactions.

The completion of the merger is subject to various conditions, including (i) approval of the Merger by the holders of a majority of the outstanding shares of 3Com common stock, (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) clearance of the merger by the European Commission, (iv) receipt of certain other required regulatory approvals, and (v) other customary closing conditions.

The Merger Agreement contains certain termination rights for both HP and 3Com and further provides that, upon termination of the Merger Agreement under specified circumstances, 3Com may be required to pay HP a termination fee of $99 million.

The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto.

Additional information and where to find it

3Com plans to file with the Securities and Exchange Commission and furnish to its stockholders a proxy statement in connection with the proposed merger.  The proxy statement will contain important information about the proposed merger and related matters.  Investors and stockholders are urged to read the proxy statement carefully when it becomes available.  Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by 3Com through the web site maintained by the SEC at www.sec.gov, and from 3Com by contacting Investor Relations by mail at 3Com Corporation, 350 Campus Drive, Marlborough, MA 01752-3064 Attention: Investor Relations, by telephone at 508-323-1198, or by going to 3Com’s Investor Information page on its corporate web site at www.3com.com (click on “Investor Information,” then on “SEC Filings”).

Participants in the solicitation

3Com and HP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from 3Com stockholders in connection with the acquisition. Information about HP’s directors and executive officers is set forth in HP’s proxy statement on Schedule 14A filed with the SEC on January 20, 2009 and HP’s Annual Report on Form 10-K filed on December 18, 2008. Information about 3Com’s directors and executive officers is set forth in 3Com’s proxy statement on Schedule 14A filed with the SEC on August 7, 2009 and 3Com’s Annual Report on Form 10-K filed on July 27, 2009. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that 3Com intends to file with the SEC.

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Item 8.01.  Other Events.

On September 15, 2008, Hewlett-Packard Company (“HP”) announced that it intends to implement a restructuring program in connection with the integration of its acquisition of Electronic Data Systems Corporation designed to streamline the combined company’s services business and to better align the structure and efficiency of that business with the operating model that HP has successfully implemented in recent years.  HP expects that the restructuring program will be implemented over three years and will include changes to the combined company’s workforce as well as cost savings from corporate overhead functions, such as real estate, IT and procurement.  As part of the restructuring program, HP expects to eliminate the positions of approximately 24,600 employees, or approximately 7.5% of the combined company’s workforce, over the course of the program, with nearly half of the eliminations occurring in the United States.  At the same time, HP expects to replace approximately half of those positions over the next three years to create a global workforce that has the right blend of services delivery capabilities to address the diversity of its markets and customers worldwide.  The changes to HP’s workforce will vary by country, based on local legal requirements and consultations with employee works councils and other employee representatives, as appropriate.

Once completed, the restructuring program is expected to result in annual cost savings of approximately $1.8 billion. These savings are net of expected reinvestments in areas including sales coverage, delivery optimization and emerging markets.

HP expects to incur aggregate pre-tax restructuring costs of approximately $1.7 billion relating to the restructuring program, approximately $1.4 billion of which will be booked to goodwill and approximately $0.3 billion of which will be recorded as a restructuring charge.

Forward-Looking Statements

This Current Report on Form 8-K (this “Report”) contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP may 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 but not limited to any projections of revenue, margins, expenses, earnings, tax provisions, cash flows, benefit obligations, share repurchases, cost savings, restructuring charges, acquisition synergies or other financial items; any statements of the plans, strategies, and objectives of management for future operations, including execution of cost reduction programs and restructuring and integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  Risks, uncertainties and assumptions include execution and performance of contracts by suppliers, customers and partners; the difficulty of aligning expense levels with revenue changes; expectations and assumptions relating to the execution and timing of cost reduction programs and restructuring and integration plans; the possibility that the expected benefits of business combination transactions may not materialize as expected; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007 and HP’s other filings with the Securities and Exchange Commission, including HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2008.  HP assumes no obligation and does not intend to update these forward-looking statements.

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Item 8.01.  Other Events.

On September 5, 2008, Hewlett-Packard Company (“HP”) entered into a supplemental indenture pursuant to which HP agreed to guarantee the outstanding 7.125% Notes due 2009, 6.0% Senior Notes due 2013, Zero-Coupon Convertible Senior Notes due October 10, 2021, 3.875% Convertible Senior Notes due 2023 and 7.45% Notes due 2029 (collectively, the “Debt Securities”) issued by Electronic Data Systems, LLC (formerly known as Electronic Data Systems Corporation), HP’s wholly-owned subsidiary.  The supplemental indenture amends the indenture pursuant to which the Debt Securities were originally issued and provides that HP will fully and unconditionally guarantee the full and punctual payment of premium, if any, and interest on the Debt Securities when due (subject to any applicable grace period), whether at maturity, by acceleration, by redemption or otherwise.

A copy of the notice to the holders of the Debt Securities is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 8.01.  Other Events.

As previously reported, on May 13, 2008, HP entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among HP, Hawk Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of HP (“MergerCo”), and Electronic Data Systems Corporation, a Delaware corporation (“EDS”) pursuant to which MergerCo will be merged with and into EDS, with EDS continuing as the surviving corporation upon the completion of the merger (the “Merger”).On July 25, 2008, counsel for HP, EDS and other specified parties, including counsel for the plaintiffs in the stockholder lawsuits that were commenced following the execution of the Merger Agreement, entered into a memorandum of understanding (the “MOU”) pursuant to which the parties agreed upon the terms of a settlement of all such lawsuits, including the dismissal with prejudice, and release, of all claims against all the defendants thereunder, including HP, EDS, its directors and MergerCo.  In connection with the execution of the MOU, on July 25, 2008, HP, EDS and MergerCo entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”) pursuant to which the parties to the Merger Agreement have agreed to modify certain of the terms set forth in the Merger Agreement as follows:

·                  Without the prior written consent of HP and EDS, the closing of the Merger will not occur earlier than 9:00 a.m. (New York City time) on August 18, 2008.

·                  If HP would otherwise be required to close the Merger prior to August 26, 2008, then HP will have the right to postpone the closing of the Merger until no later than August 26, 2008 if it waives certain conditions to closing and certain of its rights to terminate the Merger Agreement.

·                  The closing condition in the Merger Agreement regarding the receipt of the approval under the foreign antitrust laws of a non-suspensory jurisdiction will be deemed to be waived by all parties on August 25, 2008 (if not previously satisfied) and, if all the other conditions to the Merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing), then the closing will occur no later than August 26, 2008.

·                  The condition to the obligation of HP and MergerCo to consummate the Merger that since May 13, 2008, there will not have occurred any material adverse effect on EDS or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on EDS, will be deemed satisfied at 9:00 a.m. (New York City time) on August 18, 2008, if at or prior to such time all conditions to the obligations of HP and MergerCo are satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing).

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Item 8.01. Other Events.

On February 25, 2008, Hewlett-Packard Company (“HP”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Banc of America Securities LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives of the several underwriters named therein, for the issuance and sale by HP of $750,000,000 aggregate principal amount of the Floating Rate Global Notes due September 3, 2009 (the “2009 Global Notes”), $1,500,000,000 aggregate principal amount of the 4.50% Global Notes due March 1, 2013 (the “2013 Global Notes”) and $750,000,000 aggregate principal amount of the 5.50% Global Notes due March 1, 2018 (the “2018 Global Notes” and, together with the 2009 Global Notes and the 2013 Global Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to HP’s shelf registration statement on Form S-3 (file no. 333-134327). The closing of the offering is scheduled to occur on March 3, 2008.

The Underwriting Agreement is attached hereto as Exhibit 1.1. The forms of the 2009 Global Notes, the 2013 Global Notes and the 2018 Global Notes are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively.

Item 8.01.  Other Events.

                On November 19, 2007, the Board of Directors of HP authorized an additional $8.0 billion for future repurchases of its outstanding shares of common stock.  HP intends to use the additional authorization to repurchase its shares from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically.  During its fourth fiscal quarter ended October 31, 2007, HP repurchased approximately $2.0 billion worth of its shares in open market repurchase transactions.  As of October 31, 2007, HP had $2.7 billion of repurchase authorization remaining under the $8.0 billion repurchase authorization approved by the Board of Directors in March 2007.

Item 8.01.  Other Events.

Also at HP’s 2007 annual meeting of stockholders, the stockholders of HP approved a non-binding proposal entitled “Link Pay to Performance.”  The proposal requested that the Board adopt a policy that a significant portion of future long-term equity compensation to senior executives be performance-based.  In response to the stockholders’ action, the HR and Compensation Committee of the Board has approved a new program effective for the fiscal 2008 compensation review cycle, under which most equity grants will vest only upon the satisfaction of financial performance criteria over a three-year period.  In doing so, the HR and Compensation Committee confirmed its policy that a significant portion of long-term incentive compensation for senior executives should be performance-based.  The details of the new program, including specific performance metrics and targets, are still being developed; more information about the new program will be provided in HP’s proxy statement for its 2008 annual meeting of stockholders.

HP’s press release announcing the approval of this new program and the amendment to HP’s amended and restated bylaws as described above is filed as Exhibit 99.2 to this report.

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Item 8.01. Other Events

        On July 20, 2007, Hewlett-Packard Company ("HP") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among HP, Orca Acquisition Corporation, a wholly-owned subsidiary of HP, and Opsware Inc. ("Opsware") pursuant to which HP will acquire Opsware, a leading data center automation software company, for $14.25 per share, or approximately $1.6 billion.

        The acquisition will be conducted by means of a tender offer for all of the outstanding shares of Opsware, followed by a merger of Orca Acquisition Corporation with and into Opsware that will result in Opsware becoming an HP subsidiary. HP expects to commence the tender offer promptly, and the merger is expected to be completed before the end of HP's fourth fiscal quarter of 2007.

        The acceptance of the shares tendered in connection with the tender offer is subject to customary conditions, including, among others, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of any antitrust, competition or merger control approvals required under the laws of China and Germany. In addition, HP's acceptance of the tendered shares is subject to HP's ownership, following such acceptance, of at least a majority of the outstanding shares of Opsware common stock, on a fully diluted basis.

        The closing of the merger is subject to customary closing conditions, and, depending on the number of shares held by HP after the acceptance of the shares properly tendered in connection with the offer, approval of the merger by the holders of Opsware's outstanding shares remaining after the completion of the tender offer also may be required.

        Directors and executive officers of Opsware have agreed to tender their shares in connection with the tender offer, including any shares acquired upon exercise of stock options prior to the closing of the acquisition. Those directors and executive officers currently hold shares representing approximately 15.8% of Opsware's outstanding shares, which percentage may increase prior to the closing depending upon the number of shares, if any, acquired by those persons upon exercise of stock options as well as other factors.

        HP's press release announcing the transaction is attached hereto as Exhibit 99.1. A copy of the Merger Agreement is attached hereto as Exhibit 99.2.

Item 8.01.  Other Events.

On May 23, 2007, Hewlett-Packard Company (“HP”) issued a press release announcing that it had settled the U.S. Securities and Exchange Commission’s investigation regarding HP’s disclosure of the resignation of Thomas J. Perkins from its board of directors in May 2006.  HP agreed, without admitting or denying the SEC’s findings, to the entry of an order by the SEC requiring HP to cease and desist from committing or causing any violations of the reporting requirements of the Securities Exchange Act of 1934, as amended, applicable to public companies.  The SEC imposed no monetary or other penalty in connection with the settlement.

A copy of the press release announcing the SEC settlement is attached hereto as Exhibit 99.1.

Item 8.01.  Other Events.

On March 15, 2007, the Board of Directors of HP authorized an additional $8.0 billion for future repurchases of its outstanding shares of common stock. HP intends to use the additional authorization to repurchase its shares from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically as a means of returning cash to its stockholders. During its fiscal quarter ended January 31, 2007, HP repurchased approximately $2.3 billion worth of its shares in open market repurchase transactions and received an additional $431 million worth of its shares under its prepaid variable share purchase program. As of January 31, 2007, HP had $3.3 billion of repurchase authorization remaining under the $6.0 billion repurchase authorization approved in August 2006.

Also on March 15, 2007, the Board of Directors of HP elected Michael J. Holston, HP’s Executive Vice President and General Counsel, to the additional office of Secretary of HP effective immediately.

Item 8.01. Other Events.

On February 22, 2007, Hewlett-Packard Company (“HP”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several Underwriters named therein, for the issuance and sale by HP of $600,000,000 aggregate principal amount of the Floating Rate Global Notes due March 1, 2012 (the “Floating Rate Notes”), $900,000,000 aggregate principal amount of the 5.25% Global Notes due March 1, 2012 (the “2012 Global Notes”), and $500,000,000 aggregate principal amount of the 5.40% Global Notes due March 1, 2017 (the “2017 Global Notes”) (collectively, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to HP’s shelf registration statement on Form S-3 (file no. 333-134327).  The closing of the offering occurred on February 27, 2007.

The Underwriting Agreement is attached hereto as Exhibit 1.1. The forms of the Floating Rate Notes, the 2012 Global Notes and the 2017 Global Notes are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively.

Item 8.01.  Other Events.

On December 7, 2006, Hewlett-Packard Company (“HP”) issued a press release announcing that it has entered into an agreement with the California Attorney General to resolve civil claims arising from the previously disclosed investigation into leaks from its board of directors.  As a result of this agreement, which includes an injunction, the California Attorney General will not pursue civil claims against HP or its current and former directors, officers and employees.  Under the terms of the agreement, HP will pay a total of $14.5 million and implement and maintain for five years a series of measures designed to ensure that HP’s corporate investigations are conducted in accordance with California law and the company’s high ethical standards.  Of the $14.5 million, $13.5 million will be used to create a Privacy and Piracy Fund to assist California prosecutors in investigating and prosecuting consumer privacy and information piracy violations, $650,000 will be used to pay statutory damages and $350,000 will reimburse the California Attorney General’s office for its investigation costs.  There was no finding of liability against HP as part of the settlement.

The agreement does not affect the previously disclosed inquiries HP has received from the United States Attorney’s Office for the Northern District of California, the Division of Enforcement of the U.S. Securities and Exchange Commission, and the Federal Communications Commission, nor does the agreement affect the previously disclosed stockholder derivative lawsuits filed in California and Delaware.

A copy of the press release announcing the agreement with the California Attorney General is attached hereto as Exhibit 99.1.

Item 8.01.      Other Events.

The text of the press release issued by HP relating to Ms. Baskins’ resignation entitled “HP General Counsel Resigns” is filed with this report as Exhibit 99.1.

Item 8.01.      Other Events.

On September 16, 2006, HP entered into Mutual Release and Indemnification Agreement (the “Release Agreement”) with George A. Keyworth II and Thomas J. Perkins, each a former member of the Board of Directors of HP.  The Release Agreement provides for, among other things, mutual releases of claims between HP and its directors, officers and employees and each of Dr. Keyworth and Mr. Perkins; a reservation of rights by each of Dr. Keyworth and Mr. Perkins to prosecute any claims against all security, investigative or business intelligence firms, the agents, contractors or subcontractors used by those firms, and any other third parties who may have unlawfully requested or directed such firms to obtain personal information about Dr. Keyworth, Mr. Perkins or any of their respective family members; mutual non-disparagement provisions; indemnity provisions; and an agreement by HP to pay any reasonable expenses that Dr. Keyworth and Mr. Perkins have already incurred in connection with the negotiation of the Release Agreement, any reasonable expenses that Dr. Keyworth and Mr. Perkins may incur in connection with responding to any inquiries by governmental agencies or other parties to legal proceedings relating to third party access to personal information about Dr. Keyworth, Mr. Perkins or any of their respective family members, and any reasonable expenses that Dr. Keyworth and Mr. Perkins may incur prior to September 15, 2007 to facilitate remediation relating to any common carrier, internet service provider, credit card company, credit reporting agency or other similar entity. The Release Agreement in no way limits the ability of the parties to respond or cooperate with any government inquiry or investigation into these issues.

HP recently has received a request from the Division of Enforcement of the Securities and Exchange Commission for records and information relating to the resignation of Mr. Perkins from HP’s Board of Directors, HP’s May 22, 2006 and September 6, 2006 filings with the Commission on Form 8-K, and investigations conducted by HP or any of its directors into possible sources of leaks of HP confidential information.  HP intends to cooperate fully with this request.

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Item 8.01.  Other Events.

HP recently has received a request from the Committee on Energy and Commerce of the U.S. House of Representatives for records and information concerning the processes employed in an investigation into possible sources of leaks of HP confidential information.  HP intends to cooperate fully with this request.

Item 8.01.  Other Events.

On May 22, 2006, Hewlett-Packard Company (“HP”) announced the resignation of Thomas J. Perkins from its Board of Directors.  At the time of his resignation, Mr. Perkins did not provide any written communication to HP concerning the reasons for his resignation.  Following his resignation, and after HP on May 22 had disclosed the fact of Mr. Perkins’ resignation on Form 8-K in accordance with the applicable federal securities laws, Mr. Perkins notified HP that he had concerns with the HP Board’s handling of investigations that had been conducted into leaks of confidential HP information from meetings of the HP Board of Directors. HP is filing this Form 8-K to report the following additional information about the circumstances relating to Mr. Perkins’ resignation, to report the findings of its leak investigations, and to report other related events that have occurred subsequent to the completion of those investigations and Mr. Perkins’ resignation.

HP has been the subject of multiple leaks of confidential HP information, including information concerning the internal deliberations of its Board of Directors.  HP believes these leaks date back to at least 2005.  In response to these leaks, outside legal counsel conducted interviews of directors in early 2005 in order to determine the source of the leaks and to obtain each director’s reaffirmation of his or her duty of confidentiality.  The interview process did not yield the source of the leaks.  Notwithstanding these actions, the leaks continued.  As a result, the Chairman of the Board, and ultimately an internal group within HP, working with a licensed outside firm specializing in investigations, conducted investigations into possible sources of the leaks of confidential information at HP.  Those investigations resulted in a finding that Dr. George A. Keyworth II, one of HP’s directors, did, in fact, disclose Board deliberations and other confidential information obtained during Board meetings to the media without authorization.  At a Board meeting on May 18, 2006, after Dr. Keyworth acknowledged that he had leaked confidential information, the Board, after deliberation, asked Dr. Keyworth to resign his position as a director, which he declined to do.  It is at that meeting that Mr. Perkins resigned from the Board after expressing personal frustration with the Chairman of the Board relating to the handling of the matter with the Board.  He stated that he objected to the matter being brought before the full Board and that he believed the Chairman had agreed that he and she would handle the matter privately.  The Chairman disputed Mr. Perkins’ assertion, explaining that she was complying with advice from outside counsel on the appropriate handling of the matter.  At the time, Mr. Perkins confirmed he did not have any disagreement with HP on any matter relating to HP’s operations, policies or practices.

On June 19, following his resignation and after HP reported Mr. Perkins’ resignation on Form 8-K, Mr. Perkins sought information from HP concerning the methods used to conduct HP’s investigations into the leaks, asserted that phone and e-mail communications had been improperly recorded as part of the investigation, and informed HP that he had recently consulted with counsel regarding that assertion.  In response to Mr. Perkins’ request, HP informed Mr. Perkins that no recording or eavesdropping had occurred, but that some form of “pretexting” for phone record information, a technique used by investigators to obtain information by disguising their identity, had been used.  Mr. Perkins, although no longer a director, then requested that HP conduct an inquiry into the propriety of the techniques used to conduct the investigation.

HP’s Nominating and Governance Committee thereafter engaged the outside counsel to conduct an inquiry into the conduct and processes employed with respect to HP’s investigation of leaks of

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confidential information (the outside counsel was not involved in the investigations of the leaks initiated by the Chairman or the internal HP group).  The Committee was advised that HP had engaged an outside consulting firm with substantial experience in conducting internal investigations and that this firm had retained another party to obtain phone information concerning certain calls between HP directors and individuals outside of HP.  The Committee was further advised that the Chairman and HP had instructed the outside consulting firm to conduct its investigation in accordance with applicable law and that the outside consulting firm and its counsel had confirmed to HP that its techniques were legal.  After its review, the Committee determined that the third party retained by HP’s outside consulting firm had in some cases employed pretexting.  The Committee was then advised by the Committee’s outside counsel that the use of pretexting at the time of the investigation was not generally unlawful (except with respect to financial institutions), but such counsel could not confirm that the techniques employed by the outside consulting firm and the party retained by that firm complied in all respects with applicable law.

Based upon its investigation, the Nominating and Governance Committee has recommended to HP’s Board and Chief Executive Officer that controls relating to investigations be strengthened and that management should be in a position to assure that all aspects of HP’s investigations comply with applicable laws and HP’s code of ethics as applicable to HP’s directors, officers and employees.  HP’s Board and Chief Executive Officer have accepted the conclusions and recommendations of the Committee.

HP recently has been informally contacted by the Attorney General of the State of California requesting information concerning the processes employed in the investigations into the leaks.  HP intends to cooperate fully with that inquiry. HP also has received a comment letter from the staff of the Securities and Exchange Commission’s Division of Corporation Finance with respect to its May 22 Form 8-K regarding Mr. Perkins’ resignation.  HP intends to respond to the SEC staff that it believes its disclosures in the May 22 Form 8-K with respect to Mr. Perkins’ resignation were accurate and complete at the time of filing and were based upon Mr. Perkins’ actions and representations prior to such time concerning the reasons for his resignation.

In addition, on August 31, 2006 the HP Board of Directors, upon the recommendation of the Nominating and Governance Committee, also determined that, based on his conduct, Dr. Keyworth should not be nominated for another term on the Board of Directors.

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SIGNATURE

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.

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Item 8.01     Other Events 

        On June 23, 2006, HP filed an amendment to its registration statement on Form 8-A to include a consolidated, updated description of the rights, preferences and privileges associated with its common stock. The amended Form 8-A simply consolidates the updates to the description of HP’s common stock that are included periodically in HP’s other SEC filings. The amended Form 8-A does not include any information about HP’s common stock or the rights of HP stockholders that has not been previously reported.

        Set forth below is the consolidated, updated description of the rights, preferences and privileges associated with HP’s common stock that is included in the amended Form 8-A. This description is filed for purposes of Section 18 of the Exchange Act and shall be deemed to be incorporated by reference into HP’s registration statements filed under the Securities Act.

Common Stock

        HP's certificate of incorporation, as amended, authorizes it to issue up to 9,600,000,000 shares of common stock, par value $0.01 per share. As of May 31, 2006, there were approximately 2,789,556,593 shares of common stock outstanding.

        The holders of HP’s common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock have cumulative voting rights for the election of directors in accordance with HP’s certificate of incorporation, as amended, HP’s amended and restated bylaws and Delaware law. Subject to preferences applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared from time to time by HP’s board of directors out of funds legally available for distribution, and, in the event of HP’s liquidation, dissolution or winding up, the holders of common stock are entitled to share in all assets remaining after payment of liabilities. The holders of the common stock have no preemptive, subscription or conversion rights, and the common stock is not subject to further calls or assessments. There are no redemption or sinking fund provisions available to the common stock.

Preferred Stock

        HP’s board of directors has the authority, without further action by HP’s stockholders, to issue up to 300,000,000 shares of preferred stock, par value $0.01 per share, in one or more series. HP’s board of directors may designate the number of shares constituting any series and the rights, preferences, privileges and restrictions of such preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and sinking fund terms. The issuance of HP’s preferred stock could adversely affect the voting power of holders of common stock and the likelihood that holders of common stock will receive dividend payments and payments upon liquidation. As of May 31, 2006, no shares of preferred stock were outstanding.