<PAGE>
As filed with the Securities and Exchange Commission on April 18, 2000
Registration No.
===============================================================================
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
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
--------------------------
<TABLE>
<CAPTION>
===========================================================================================================================
CALCULATION OF REGISTRATION FEE
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.......... 967,500 shares $77.8438 $75,313,829 $19,883
- --------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value
To be issued under the Agilent
Technologies, Inc. 1999 Non-Employee
Director Stock Plan.......................... 12,900 shares 77.8438 1,004,186 266
- --------------------------------------------------------------------------------------------------------------------------
Total....................................... 980,400 shares -- 76,318,015 20,149
==========================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended. Such computation is based on the average of the high and low prices
reported on the New York Stock Exchange, Inc. on April 17, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registration statement on Form S-8, file no. 333-91121,
filed on November 17, 1999 by the registrant are incorporated by reference.
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:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1999.
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2000.
(c) Registrant's Current Report on Form 8-K filed on April 11, 2000.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 April 18, 2000.
/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 D. Craig Nordlund and Marie Oh Huber, 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, as amended, 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, as amended,
this registration statement has been signed by the following persons on
April 18, 2000 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
/s/ Heidi Kunz Director
- ---------------------
Heidi Kunz
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document Description
Number
- ------------ ------------------------------------------------------------
<S> <C>
4.1 1999 Stock Plan (Incorporated by reference to Registrant's
Registration Statement on Form S-1 (File No. 333-85249)).
4.3 1999 Non-Employee Director Stock Plan (Incorporated by reference
to Registrant's Registration Statement on Form S-1 (File 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).
</TABLE>
<PAGE>
Exhibit 5.1
April 18, 2000
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 April 18, 2000 (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 980,400 shares of your Common Stock (the "Stock") that are to be issued
pursuant to the Agilent Technologies, Inc. ("Agilent Technologies") 1999 Stock
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 23, 1999, relating to the
consolidated financial statements, which appears in Agilent Technologies, Inc.'s
Annual Report on Form 10-K for the year ended October 31, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 17, 2000
