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As filed with the Securities and Exchange Commission on May 31, 2000
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
395 Page Mill Road, Palo Alto, California 94306
(Address of principal executive offices) (Zip Code)
CONVERTED STOCK OPTIONS PREVIOUSLY GRANTED
BY HEWLETT-PACKARD COMPANY
(Full title of the plan)
Edward W. Barnholt
Chief Executive Officer
Agilent Technologies, Inc.
395 Page Mill Road, Palo Alto, California 94306
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 752-5000
Copies to:
Larry W. Sonsini, Esq. D. Craig Nordlund, Esq.
John E. Aguirre, Esq. Marie Oh Huber, Esq.
Wilson Sonsini Goodrich & Rosati, PC Agilent Technologies, Inc.
650 Page Mill Road 395 Page Mill Road
Palo Alto, California 94304 Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share* Price* Registration Fee*
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 19,000,000 shares $56.97 $1,082,430,000 $285,761.52
par value
=========================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of $56.97 per share, the average of the high and low prices of
the Common Stock on the New York Stock Exchange on May 24, 2000.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Agilent Technologies, Inc. (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; and (iii) the description of the Registrant's common stock
("Common Stock") set forth in the Registrant's Registration Statement on Form 8-
A relating thereto, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Registrant after the date
of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or deregisters all securities
then remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The 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.
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The 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 the Registrant's directors and officers will be covered by insurance
policies maintained by the Registrant against certain liabilities for actions
taken in their capacities as such, including liabilities under the Securities
Act of 1933, as amended. In addition, the Registrant has entered into indemnity
agreements with its directors and executive officers that obligate the
Registrant to indemnify such directors and executive officers to the fullest
extent permitted by the General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Employee Matters Agreement between Hewlett-Packard Company and the
Registrant (incorporated by reference to Exhibit 2.7 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-85249).
4.2 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1, Registration No. 333-85249).
4.3 Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-85249).
5.1 Opinion of Marie Oh Huber, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Marie Oh Huber, Esq. is included in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney of Directors.
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, as amended (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;
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(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 the 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 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.
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Signatures
THE REGISTRANT
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 Palo Alto, State of California on the 26th day of
May, 2000.
AGILENT TECHNOLOGIES, INC.
(Registrant)
By /s/ Robert R. Walker
-----------------------------
Robert R. Walker
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Principal Executive Officer:
* President and Chief May 26, 2000
------------------------------------- Executive Officer
Edward W. Barnholt
Principal Financial Officer:
/s/ Robert R. Walker Executive Vice President and May 26, 2000
------------------------------------- Chief Financial Officer
Robert R. Walker
Principal Accounting Officer:
/s/ Dorothy D. Hayes Vice President, Controller May 26, 2000
------------------------------------- and Chief Accounting
Dorothy D. Hayes Officer
</TABLE>
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<TABLE>
<S> <C> <C>
Directors:
* Director May 26, 2000
-------------------------------------
Gerald Grinstein
* Director May 26, 2000
-------------------------------------
Edward W. Barnholt
Director May ___, 2000
-------------------------------------
Thomas E. Everhart
* Director May 26, 2000
-------------------------------------
Walter B. Hewlett
* Director May 26, 2000
-------------------------------------
David M. Lawrence, M.D.
* Director May 26, 2000
-------------------------------------
Randall L. Tobias
* Director May 26, 2000
-------------------------------------
Heidi Kunz
* Director May 26, 2000
-------------------------------------
James Cullen
*By /s/ Marie Oh Huber
----------------------------------
Marie Oh Huber
Attorney-in-Fact
</TABLE>
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 Employee Matters Agreement between Hewlett-Packard Company and the
Registrant (incorporated by reference to Exhibit 2.7 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-85249).
4.2 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1, Registration No. 333-85249).
4.3 Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-85249).
5.1 Opinion of Marie Oh Huber, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Marie Oh Huber, Esq. is included in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney of Directors.
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