Registration No. 333-[__________]
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________________________________________________________________________
Hewlett Packard Enterprise Company
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________
|
|
|
|
|
|
|
Delaware
|
47-3298624
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
1701 East Mossy Oaks Road
Spring, TX |
77389 |
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Hewlett Packard Enterprise Company 2021 Stock Incentive
Plan
OpsRamp, Inc. 2014 Equity Incentive Plan
(Full Title of the Plans)
Rishi Varma
Senior
Vice President, General Counsel and Corporate Secretary
Hewlett
Packard Enterprise Company
1701
East Mossy Oaks Road,
Spring, TX 77389
(678) 259-9860
(Name, Address, and Telephone Number, Including Area Code, of Agent
for Service)
_____________________________________________________________________________
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting 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
x
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
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.
o
Explanatory Note
Hewlett Packard Enterprise Company, a Delaware corporation (the
“Company” or the “Registrant”), is filing this Registration
Statement on Form S-8 with the Securities and Exchange Commission
(the “Commission”) to register 525,808 shares of common stock, par
value $0.01 per share, of the Company (the “Common Stock”) issuable
pursuant to stock options outstanding under the OpsRamp, Inc. 2014
Equity Incentive Plan immediately prior to the effective time of
the merger of Opal Acquisition Sub Inc., a Delaware corporation,
with and into OpsRamp Inc., a Delaware corporation, and assumed by
the Registrant on May 2, 2023, pursuant to that certain Agreement
and Plan of Merger dated as of March 17, 2023, by and among the
Registrant, Opal Acquisition Sub, Inc., and OpsRamp,
Inc.
This Registration Statement is also being filed with the Commission
for the purpose of registering an additional 18,000,000 shares of
Common Stock for issuance pursuant to the Hewlett Packard
Enterprise Company 2021 Stock Incentive Plan (as amended from time
to time, the “2021 Plan”). In connection with the 2021 Plan, the
Registrant previously filed with the Commission a registration
statement on Form S-8 (Registration No. 333-265378) on June 2,
2022, a registration statement on Form S-8 (Registration No.
333-255839), and two registration statements on Form S-8 POS
(Registration Nos. 333-217152 and 333-207671) on May 6, 2021
(collectively, the “Prior Registration Statements”). In accordance
with General Instruction E to Form S-8, the Registrant hereby
incorporates by reference the contents of the Prior Registration
Statements, except to the extent supplemented, superseded or
modified by the specific information set forth below or the
specific exhibits attached hereto.
Part I
Information Required in the Section 10(A) Prospectus
Item 1.
Plan Information.
Not required to be filed as part of this Registration Statement
pursuant to the Note to Part I of Form S-8.
Item 2.
Registrant Information and Employee Plan Annual
Information.
The prospectus containing information required by Part I of Form
S-8 and related to this Registration Statement is omitted from this
Registration Statement in accordance with the Note to Part I of
Form S-8.
The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the “Securities Act”). In
accordance with the rules and regulations of the Commission, such
documents are not being filed with the Commission as part of this
Registration Statement.
Part II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed by
the Registrant with the Commission:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year
ended October 31, 2022 filed with the Commission on December 8,
2022 pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”);
(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 2023, filed with the Commission on March
7, 2023;
(c) The Registrant’s Current Reports on Form 8-K filed with the
Commission on January 3, 2023, January 10, 2023, January 30,
2023, March 8, 2023, March 21, 2023, April 6, 2023, and May 26,
2023; and
(d) The description of the Common Stock set forth in Exhibit 4.16
to the Registrant’s Form 10-K (No. 001-37483) for the fiscal
year ended October 31, 2020 filed with the Commission on December
10, 2020.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the filing of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers
all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing such documents, except as
to specific sections of such statements as set forth therein.
Unless expressly incorporated into this Registration Statement, a
report furnished, but not filed, on Form 8-K prior or subsequent to
the date hereof shall not be incorporated by reference into this
Registration Statement. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in
any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Rishi Varma, Senior Vice President, General Counsel and Corporate
Secretary of the Registrant, will pass upon the validity of the
issuance of the shares of Common Stock offered by this Registration
Statement. Mr. Varma is an officer and employee of the Registrant
and holds restricted stock units granted by the
Registrant.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”)
authorizes corporations to limit or eliminate the personal
liability of directors, officers, employees or agents to
corporations and their stockholders in certain situations for
monetary damages for breaches of directors’ fiduciary duties as
directors in the circumstances therein provided and the
Registrant’s amended and restated certificate of incorporation
includes such an exculpation provision. The Registrant’s amended
and restated certificate of incorporation and amended and restated
bylaws include provisions that indemnify directors or officers, to
the fullest extent allowable under the DGCL, for monetary damages
for actions taken as a director or officer of the Registrant or any
predecessor of the Registrant, or for serving at the Registrant’s
request or the request of any predecessor of the Registrant as a
director or officer or another position at another corporation or
enterprise, as the case may be. Article VIII of the Registrant’s
amended and restated certificate of incorporation includes such an
indemnification provision. The Registrant’s amended and restated
bylaws also provide that the Registrant must indemnify and advance
reasonable expenses to its directors and officers, subject to its
receipt of an undertaking from the indemnified party as may be
required under the DGCL. The Registrant’s amended and restated
bylaws expressly authorize the Registrant to carry directors’ and
officers’ insurance to protect the Registrant, its directors,
officers, agents and employees for certain
liabilities.
The foregoing description is intended as a summary only and is
qualified in its entirety by reference to the Registrant’s amended
and restated certificate of incorporation, amended and restated
bylaws and the DGCL.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The following exhibits are filed as part of this Registration
Statement.
|
|
|
|
|
|
|
Exhibit Number |
Description of Exhibit |
|
4.1 |
|
|
4.2 |
|
|
4.3 |
|
|
4.4 |
|
|
4.5 |
|
|
*4.6 |
|
|
*5.1 |
|
|
*23.1 |
|
|
*23.2 |
|
|
*24 |
|
|
*107 |
|
* Filed herewith.
Item 9.
Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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.
(b) The 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.
(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.
Signatures
Pursuant to the requirements of the Securities Act of 1933, 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
Spring, State of Texas, on June 2, 2023.
|
|
|
|
|
|
|
|
|
|
HEWLETT PACKARD ENTERPRISE COMPANY |
|
|
|
|
|
|
|
By: |
/s/ Rishi Varma |
|
Name: |
Rishi Varma |
|
Title: |
Senior Vice President, General Counsel and Corporate
Secretary |
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes
and appoints each of Tarek Robbiati and Rishi Varma as his or her
true and lawful agent, proxy and attorney-in-fact, each acting
alone 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 (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments and supplements
(including post-effective amendments) to this Registration
Statement on Form S-8 together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate
in connection therewith, and (iii) take any and all actions which
may be necessary or appropriate in connection therewith, granting
unto such agents, proxies and attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing necessary or appropriate to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby
approving, ratifying and confirming that all such agents, proxies
and attorneys-in-fact, any of them or any of his or her or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
To effect the above, each of the undersigned has executed this
Power of Attorney as of the date indicated beside each
name.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and as of the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
/s/ Antonio F. Neri
Antonio F. Neri
|
President, Chief Executive Officer and Director (Principal
Executive Officer)
|
June 2, 2023
|
|
/s/ Tarek Robbiati
Tarek Robbiati
|
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
|
June 2, 2023
|
|
/s/ Jeremy Cox
Jeremy Cox
|
Senior Vice President, Controller and Chief Tax Officer (Principal
Accounting Officer)
|
June 2, 2023
|
|
/s/ Patricia F. Russo
Patricia F. Russo
|
Chair
|
June 2, 2023
|
|
/s/ Daniel Ammann
Daniel Ammann
|
Director
|
June 2, 2023
|
|
/s/ Pamela L. Carter
Pamela L. Carter
|
Director
|
June 2, 2023
|
|
|
|
|
|
|
|
|
|
|
/s/ Frank A. D’Amelio
Frank A. D’Amelio
|
Director
|
June 2, 2023
|
|
/s/ Regina E. Dugan
Regina E. Dugan
|
Director
|
June 2, 2023
|
|
/s/ Jean M. Hobby
Jean M. Hobby
|
Director
|
June 2, 2023
|
|
/s/ Raymond J. Lane
Raymond J. Lane
|
Director
|
June 2, 2023
|
|
/s/ Ann M. Livermore
Ann M. Livermore
|
Director
|
June 2, 2023
|
|
/s/Charles H. Noski
Charles H. Noski
|
Director
|
June 2, 2023
|
|
/s/ Raymond E. Ozzie
Raymond E. Ozzie
|
Director
|
June 2, 2023
|
|
/s/ Gary M. Reiner
Gary M. Reiner
|
Director
|
June 2, 2023
|
Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Set 2023 a Ott 2023
Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Ott 2022 a Ott 2023
