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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 25, 2000
AGILENT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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<CAPTION>
Delaware 3825 77-0518772
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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3000 Hanover Street
Palo Alto, CA 94304
(Address of principal executive offices)
(650) 850-1501
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On April 25, 2000, Agilent Technologies, Inc. issued a press release
announcing that the Board of Directors of Agilent Technologies, Inc. approved
the adoption of a Preferred Stock Rights Agreement. The press release is
attached as Exhibit 99 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 Agilent Technologies, Inc. Press Release issued April 25,
2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AGILENT TECHNOLOGIES, INC.
(Registrant)
Date: April 25, 2000
By: /s/ Marie Oh Huber
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Marie Oh Huber
Assistant General Counsel and
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number
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99.1 Agilent Technologies, Inc. Press Release issued April 25, 2000.
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EXHIBIT 99.1
EDITORIAL CONTACT: PRGP42SN012
Steve Beitler
(650) 857-2387
[email protected]
AGILENT TECHNOLOGIES ADOPTS SHAREHOLDERS' RIGHTS PLAN
PALO ALTO, Calif., April 25 -- Agilent Technologies Inc. (NYSE: A)
announced today that its board of directors has adopted a Shareholders' Rights
Plan. Under the plan, Agilent will issue a dividend of one right for each share
of common stock -- par value of $0.01 per share -- of the company held by
stockholders of record as of the close of business on June 5, 2000. The plan is
designed to assure stockholders fair value in the event of a future unsolicited
business combination or similar transaction involving the company. Agilent
added that the plan was not adopted in response to any attempt to acquire the
company, and that it is not aware of any such efforts.
Each right will initially entitle stockholders to purchase a fractional
share of the company's preferred stock for $500. However, the rights are not
immediately exercisable and will become exercisable only upon the occurrence of
certain events. Upon certain other events, unless redeemed for $.001 per right,
the rights will become exercisable by holders, other than rights held by an
unsolicited third party acquirer, for shares of the company or of the third
party acquirer having a value of twice the right's then-current exercise price.
Further details of the plan are outlined in a letter that will be mailed to
stockholders as of the record date.
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About Agilent Technologies
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Agilent Technologies Inc. (NYSE: A) is a diversified technology company,
resulting from Hewlett-Packard Company's plan to strategically realign itself
into two fully independent companies. With 42,000 employees serving customers
in more than 120 countries, Agilent Technologies is a global leader in designing
and manufacturing test, measurement and monitoring instruments, systems and
solutions, and semiconductor and optical components. The company serves markets
that include communications, electronics, life sciences and healthcare. The
businesses comprising Agilent, a subsidiary of HP, had net revenues of more than
$8.3 billion in fiscal year 1999.
Information about Agilent Technologies can be found on the Web at
www.agilent.com.
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