<PAGE>
As filed with the Securities Exchange Commission on ,1999
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
AGILENT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
____________________
Delaware 77-0518772
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3000 Hanover Street
Palo Alto, California 94304
(Address, including zip code of Registrant's principal executive offices)
____________________
1999 STOCK PLAN
EMPLOYEE STOCK PURCHASE PLAN
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
_____________________
Edward W. Barnholt
Chief Executive Officer
Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Larry W. Sonsini , Esq. D. Craig Nordlund, Esq.
Donna M. Petkanics, Esq. Marie Oh Huber, Esq.
Wilson, Sonsini, Goodrich & Rosati Agilent Technologies, Inc.
Professional Corporation 3000 Hanover Street
650 Page Mill Road Palo Alto, CA 94304
Palo Alto, CA 94304 (650) 857-1501
(650) 493-9300
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.01 par value
To be issued under the Agilent
Technologies, Inc.
1999 Stock Plan..................... 66,832,500 shares $28.00 $1,871,310,000 $520,225
- --------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value
To be issued under the Agilent
Technologies, Inc.
Employee Stock Purchase Plan... 9,802,100 shares $28.00 $ 274,458,800 $ 76,300
- --------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value
To be issued under the Agilent
Technologies, Inc.
1999 Non-Employee Director Plan..... 891,100 shares $28.00 $ 24,950,800 $ 6,936
- --------------------------------------------------------------------------------------------------------------------------
Total............................... 77,525,700 shares ------- $2,170,719,600 $603,461
==========================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Such computation is based on the proposed price to the public of shares of
Common Stock registered pursuant to the Company's Registration Statement on
Form S-1 (No. 333-85249).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
Registrant's Registration statement on Form S-1 filed with the SEC on
August 16, 1999, 1999, including the exhibits thereto, as amended by Amendment
No. 1 thereto filed on October 13, 1999, 1999, Amendment No. 2 thereto filed on
October 22, 1999, Amendment No. 3 thereto filed on October 29, 1999, Amendment
No. 4 thereto filed on November 10, 1999, Amendment No. 5 thereto filed on
November 15, 1999 and Amendment No. 6 thereto filed on November 17, 1999.
The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on October 18, 1999 pursuant to Section
12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of 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 to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of August 31, 1999, all attorneys employed by Wilson Sonsini Goodrich &
Rosati who participated in the initial public offering of shares of common stock
of Agilent Technologies, Inc. held approximately 3,388 shares of Hewlett-Packard
common stock.
The value of such shares as of September 30, 1999, according to the closing
price reported on the New York Stock Exchange, Inc. on September 30, 1999, was
$307,461.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Registrant is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (the "General Corporation Law"),
inter alia, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Registrant's Certificate of Incorporation, as amended, and Bylaws, as
amended, provide for the indemnification of officers and directors to the
fullest extent permitted by the General Corporation Law.
All of Registrant's directors and officers will be covered by insurance
policies maintained by Registrant against certain liabilities for actions taken
in their capacities a such, including liabilities under the Securities Act of
1933, as amended. In addition, Registrant has entered into indemnity agreements
with its directors and executive officers that obligate the Company to indemnify
such directors and executive officers to the fullest extent permitted by the
General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
4.1 1999 Stock Plan (Incorporated by reference to Registrant's Registration
Statement on Form S-1 (No. 333-85249)).
4.2 Employee Stock Purchase Plan (Incorporated by reference to Registrant's
Registration Statement on Form S-1 (No. 333-85249)).
4.3 1999 Non-Employee Director Stock Plan (Incorporated by reference to
Registrant's Registration Statement on Form S-1 (No. 333-85249)).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, a Professional Corporation
is contained in the opinion of counsel filed as Exhibit 5.1
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (Included on the signature page to the Registration
Statement - see page II-7).
Item 9. Undertakings.
(a) The undersigned 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 of 1933 (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;
(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 periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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 undersigned 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
<PAGE>
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.
(c) 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California on November 17, 1999.
/s/ Edward W. Barnholt
-------------------------------------------
Edward W. Barnholt
President, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert R. Walker and D. Craig Nordlund, and each
of them, his or her attorneys-in fact, each with the power of substitution, for
him or her in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to sign any
registration statement for the same offering covered by this registration
statement that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, and all post-effective amendments
thereto, 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
in and about the premises, as fully to all intents and purposes, as he or she
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on November 17,
1999 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Edward W. Barnholt President, Chief Executive Officer and Director (Principal Executive Officer)
- -----------------------------------------
Edward W. Barnholt
/s/ Gerald Grinstein Chairman of the Board of Directors
- -----------------------------------------
Gerald Grinstein
/s/ Robert R. Walker Vice President and Chief Financial Officer (Principal Financial Officer)
- -----------------------------------------
Robert R. Walker
/s/ Dorothy D. Hayes Vice President, Controller and Chief Accounting Officer (Principal
- ----------------------------------------- Accounting Officer)
Dorothy D. Hayes
/s/ Thomas E. Everhart Director
- -----------------------------------------
Thomas E. Everhart
/s/ Walter B. Hewlett Director
- -----------------------------------------
Walter B. Hewlett
/s/ David M. Lawrence Director
- -----------------------------------------
David M. Lawrence, M.D.
/s/ Randall L. Tobias Director
- -----------------------------------------
Randall L. Tobias
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Document Description
--------- ----------------------------------------------------------------
4.1 1999 Stock Plan (Incorporated by reference to Registrant's
Registration Statement on Form S-1 (No. 333-85249)).
4.2 Employee Stock Purchase Plan (Incorporated by reference to
Registrant's Registration Statement on Form S-1 (No. 333-85249)).
4.3 1999 Non-Employee Director Stock Plan (Incorporated by
reference to Registrant's Registration Statement on Form S-1
(No. 333-85249)).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation is contained in the opinion of counsel filed as
Exhibit 5.1.
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (Included on the signature page to the
Registration Statement - see page II-7).
<PAGE>
EXHIBIT 5.1
November 17, 1999
Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about November 17, 1999 (as
such may thereafter be amended or supplemented the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 77,525,700 shares of your Common Stock (the "Stock") that are to be issued
pursuant to the Agilent Technologies, Inc. ("Agilent Technologies") 1999 Stock
Plan, the Agilent Technologies Employee Stock Purchase Plan and the Agilent
Technologies 1999 Non-Employee Director Stock Plan (collectively the "Plans").
As your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares under the Plans and pursuant to the agreements.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements that accompany the Plans, the Shares
will be duly authorized, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 9, 1999, relating to the
consolidated financial statements of Agilent Technologies, Inc., which appears
in the Registration Statement on Form S-1 (No. 333-85249), which is
incorporated by reference in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 14, 1999
