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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/14/05 HSBC USA Inc/MD 8-K:3,5,8,910/11/05 5:291K Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-1 Underwriting Agreement HTML 130K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 58K 4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 22K 5: EX-5.2 Opinion re: Legality HTML 18K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 11, 2005
(Exact name of registrant as specified in its charter)
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Maryland |
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13-2764867 |
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(State or other |
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(Commission File Number) |
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(IRS Employer Identification |
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452 Fifth Avenue, New York, New York |
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10018 |
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(Address of principal executive offices of registrant |
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(Zip Code) |
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Registrant’s telephone number, including area code (212) 525-3735
(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 (see General Instruction A.2.below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modifications to Rights of Security Holders.
Upon issuance of the Preferred Stock, defined and referred to in Item 8.01 below, and as more fully described in the Articles Supplementary relating to the Preferred Stock, the ability of HSBC USA Inc. (the “Company”) to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make liquidation payments on its common stock and on other preferred stock ranking on a parity with the Preferred Stock will be subject to certain restrictions in the event that the Company does not declare dividends on the Preferred Stock during any dividend period.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 11, 2005, the Company filed Articles Supplementary to its Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland, setting forth the terms of the Preferred Stock.
Item 8.01. Other Events.
The Company has entered into an underwriting Agreement with HSBC Securities (USA) Inc., as Representative of the several underwriters named therein, to issue and sell to the underwriters 13,000,000 Depositary Shares plus an option to purchase up to 1,950,000 additional Depositary Shares (collectively, the “Depositary Shares”), with each Depositary Share representing ownership of 1/40th of a share of the Floating Rate Non-Cumulative Preferred Stock, Series G of the Company (the “Preferred Stock”). Each share of Preferred Stock is without par value and has a stated value and liquidation preference of $1,000 per share.
The offering of the Preferred Stock is registered as part of a Registration Statement on Form S-3 (No. 333-127603), which was declared effective on September 8, 2005. The documents filed with this Form 8-K under Item 9.01 are being filed as exhibits to that registration statement.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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No. |
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Description |
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(1) |
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Underwriting Agreement, dated October 6, 2005, between HSBC USA Inc. and HSBC Securities (USA) Inc., as Representative of the several Underwriters named therein. |
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(3.1) |
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Articles of Incorporation and amendments and supplements thereto (incorporated by reference to Exhibit 3.3 to HSBC USA Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission on March 30, 2000, Exhibit 3 to HSBC USA Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 9, 2000, and Exhibits 3.2 and 3.3 to HSBC USA Inc.’s Current Report on Form 8-K dated March 30, 2005, filed with the Securities and Exchange Commission on April 4, 2005). |
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(3.2) |
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Articles Supplementary to HSBC USA Inc.’s Articles of Incorporation establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Preferred Stock. |
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(3.3) |
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Form of certificate representing the Preferred Stock. |
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(5.2) |
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Opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP regarding the preferred stock. |
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(23.3) |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP is contained in its opinion (Exhibit 5.2 filed herewith). |
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SIGNATURE
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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HSBC USA INC. |
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By: |
/s/ Joseph R. Simpson |
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Name: |
Joseph R. Simpson |
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Title: |
Chief Accounting Officer |
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Dated: October 14, 2005 |
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| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on: | 10/14/05 | |||
| For Period End: | 10/11/05 | 424B5, 8-K/A | ||
| 10/6/05 | ||||
| 9/8/05 | ||||
| 4/4/05 | 8-K | |||
| 3/30/05 | 8-K | |||
| 11/9/00 | 10-Q | |||
| 9/30/00 | 10-Q | |||
| 3/30/00 | 10-K | |||
| 12/31/99 | 10-K, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/24 HSBC USA Inc./MD 10-Q 3/31/24 128:33M 2/21/24 HSBC USA Inc./MD 10-K 12/31/23 194:45M 10/30/23 HSBC USA Inc./MD 10-Q 9/30/23 137:38M 8/01/23 HSBC USA Inc./MD 10-Q 6/30/23 136:37M 5/02/23 HSBC USA Inc./MD 10-Q 3/31/23 135:36M 2/21/23 HSBC USA Inc./MD 10-K 12/31/22 188:48M 10/25/22 HSBC USA Inc./MD 10-Q 9/30/22 136:40M 8/01/22 HSBC USA Inc./MD 10-Q 6/30/22 134:40M 4/26/22 HSBC USA Inc./MD 10-Q 3/31/22 134:36M 2/22/22 HSBC USA Inc./MD 10-K 12/31/21 193:49M 10/25/21 HSBC USA Inc./MD 10-Q 9/30/21 141:46M 8/02/21 HSBC USA Inc./MD 10-Q 6/30/21 141:46M 4/27/21 HSBC USA Inc./MD 10-Q 3/31/21 137:40M 2/23/21 HSBC USA Inc./MD 10-K 12/31/20 199:52M 10/27/20 HSBC USA Inc./MD 10-Q 9/30/20 142:50M 8/03/20 HSBC USA Inc./MD 10-Q 6/30/20 140:43M |