As filed with the Securities and Exchange Commission on May 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HP Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
94-1081436
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)

HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
(Address of Principal Executive Offices, Zip Code)

Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan
(Full title of the plan)

Rick Hansen
SVP, Deputy General Counsel, Corporate, and Corporate Secretary
1501 Page Mill Road
Palo Alto, CA 94304
(650) 857-1501

(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Christopher Kortum
Sean Feller
Patrick D. McCamy
Gibson, Dunn & Crutcher LLP
HP Inc.
2029 Century Park East, Suite 4000
1501 Page Mill Road
Los Angeles, CA 90067-3026
Palo Alto, CA 94304
(310) 552-8500
(650) 857-1501

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 ☑
Accelerated filer
 ☐
       
Non-accelerated filer
 ☐
Smaller reporting company
 ☐
       
   
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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE
 
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by HP Inc. (“HP” or the “Registrant”) and relates to 45,700,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), issuable under the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”), which shares of Common Stock are in addition to (i) the 180,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on April 7, 2004 (File No. 333-114253) with respect to the Hewlett-Packard Company 2004 Stock Incentive Plan, (ii) the 65,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on April 23, 2010 (File No. 333-166270) with respect to the Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, (iii) the 172,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on April 24, 2013 (File No. 333-188108) with respect to the Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, and (iv) the 30,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on August 29, 2022 (File No. 333-267151) with respect to the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan (collectively, the “Prior Registration Statements”). As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 6.
Indemnification of Directors and Officers.
 
  Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award or a corporation’s board of directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).
 
HP’s certificate of incorporation contains a provision eliminating the personal liability of HP’s directors and officers to HP or its stockholders for breach of fiduciary duty as a director or officer, as applicable, to the fullest extent permitted by applicable law and a provision permitting HP to indemnify to the fullest extent permitted by law HP’s directors and officers made or threatened to be made a party to a criminal, civil, administrative or investigative action or proceeding by reason of the fact that he or she is or was HP’s director or officer.
 
HP’s bylaws similarly provide for the indemnification of HP’s directors and officers to the fullest extent authorized by the DGCL. HP’s bylaws also provide:
 
(i)       that HP is authorized to enter into individual indemnification contracts with HP’s directors and officers to the fullest extent not prohibited by the DGCL, and
 
(ii)      that HP shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under the DGCL, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors.
 
HP maintains liability insurance for HP’s directors and officers. HP has also agreed to indemnify certain officers against certain claims by their former employers as a result of their employment by HP.
 
2
Item 8.
Exhibits.

Exhibit No.
Exhibit Description
   
4.1
The Registrant’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on April 25, 2024).

4.2
The Registrant’s Amended and Restated Bylaws effective April 22, 2024 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on April 19, 2024).
   
5.1*
Opinion of Gibson, Dunn & Crutcher LLP.
   
23.1*
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
   
23.2*
Consent of Ernst & Young LLP.
   
24.1*
Power of Attorney (included on signature page hereto).
   
99.1
Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on April 25, 2024).
   
107.1*
Filing Fee Table.

*Filed herewith.

3
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on this 29th day of May, 2024.

 
HP Inc.
     
 
By:
/s/ Rick Hansen
 
Name:
Rick Hansen
 
Title:
SVP, Deputy General Counsel, Corporate, and Corporate Secretary

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Enrique Lores, Timothy J. Brown and Rick Hansen, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date
 
 
 
/s/ Enrique Lores
President and Chief Executive Officer and Director
May 29, 2024
Enrique Lores
(Principal Executive Officer)
 
 
 
 
/s/ Timothy J. Brown
Interim Chief Financial Officer
May 29, 2024
Timothy J. Brown
(Principal Financial Officer)
 
 
 
 
/s/ Stephanie Liebman
Global Controller and Finance Chief Operations Officer
May 29, 2024
Stephanie Liebman
(Principal Accounting Officer)
 
 
 
 
/s/ Aida Alvarez
Director
May 29, 2024
Aida Alvarez
 
 
 
 
 
/s/ Robert R. Bennett
Director
May 29, 2024
Robert R. Bennett
 
 
 
 
 
/s/ Charles V. Bergh
Director
May 29, 2024
Charles V. Bergh
 
 

4
/s/ Bruce Broussard
Director
May 29, 2024
Bruce Broussard
 
 
 
 
 
/s/ Stacy Brown-Philpot
Director
May 29, 2024
Stacy Brown-Philpot
 
 
 
 
 
/s/ Stephanie Burns
Director
May 29, 2024
Stephanie Burns
 
 
 
 
 
/s/ Mary Anne Citrino
Director
May 29, 2024
Mary Anne Citrino
 
 
 
 
 
/s/ Richard L. Clemmer
Director
May 29, 2024
Richard L. Clemmer
 
 
 
 
 
/s/ David Meline
Director
May 29, 2024
David Meline
 
 
 
 
 
/s/ Judith Miscik
Director
May 29, 2024
Judith Miscik
 
 
 
 
 
/s/ Kim K.W. Rucker
Director
May 29, 2024
Kim K.W. Rucker
 
 


Exhibit 5.1


May 29, 2024

HP Inc.
1501 Page Mill Road
Palo Alto, California 94304
 
Re:
Proposed Offering of up to 45,700,000 Shares of Common Stock Pursuant to the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan
 
Ladies and Gentlemen:
 
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of HP Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 45,700,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), available for issuance under the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”).
 
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion.  In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.  We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.  Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
 
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
 
Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles
Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.

HP Inc.
May 29, 2024
Page 2
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”).  This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist.  We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
 
Very truly yours,
 
/s/ Gibson, Dunn & Crutcher LLP
 
Gibson, Dunn & Crutcher LLP

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles
Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.


Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan of our reports dated December 15, 2023, with respect to the consolidated financial statements of HP Inc. and the effectiveness of internal control over financial reporting of HP Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 2023, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Houston, Texas
May 29, 2024


Exhibit 107.1

Form S-8
(Form Type)
HP INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security
Type
  
Security
Class Title(1)
Fee
Calculation
Rule
Amount
Registered(1)
Proposed
Maximum
Offering
Price Per Share
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration Fee
Equity
  
Common Stock, $0.01 par value per share, to be issued under the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”)
457(a)(2)
45,700,000
$32.73(2)
$1,495,761,000(2)
$147.60 per $1,000,000
$220,774.32
Total Offering Amounts
  
$1,495,761,000
  
$220,774.32
Total Fee Offsets
      
$0.00
Net Fee Due
      
$220,774.32

(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers any additional shares of Common Stock, par value $0.01 per share (“Common Stock”) of HP Inc. in respect of the securities identified in the above table that may become issuable through the Plan as a result of any stock dividend, stock split, recapitalization or other similar transactions.

(2)
Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act.  The proposed maximum offering price per share, maximum aggregate offering price and registration fee are based on a price of $32.73 per share of Common Stock, which price is an average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on May 24, 2024.