AGILENT TECHNOLOGIES INC
8-K, 2000-04-11
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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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 7, 2000

                           AGILENT TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
      <S>                                  <C>                               <C>
                  Delaware                            3825                        77-0518772
      (State or other jurisdiction of      (Primary Standard Industrial         (I.R.S. Employer
       incorporation or organization)      Classification Code Number)       Identification Number)
</TABLE>



                               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 7, 2000, Agilent Technologies, Inc. issued a press release
announcing that the Board of Directors of Hewlett-Packard Company approved the
declaration by Hewlett-Packard Company of a dividend of all of Hewlett Packard
Company's shares of Agilent Technologies, Inc. common stock. 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 7, 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 10, 2000

                                            By: /s/ D. Craig Nordlund
                                               --------------------------
                                            D. Craig Nordlund
                                            Senior Vice President, General
                                                  Counsel and Secretary
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                                  EXHIBIT INDEX

Exhibit
Number
- ------

99       Agilent Technologies, Inc. Press Release issued April 7, 2000.

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                                                                      Exhibit 99

EDITORIAL CONTACTS:                           PRGP0000009

Jennifer Ruddock, HP
(650) 857-2110
[email protected]

Steve Beitler, Agilent Technologies
(650) 857-2387
[email protected]



                HP BOARD SETS RECORD DATE AND DISTRIBUTION DATE

                           FOR AGILENT STOCK DIVIDEND



     PALO ALTO, Calif., April 7, 2000 -- Hewlett-Packard Company (NYSE:HWP) and
Agilent Technologies, Inc. (NYSE:A) today announced that the HP board of
directors has declared a stock dividend of all of HP's shares in Agilent.  The
dividend will be distributed on June 2, 2000 to HP shareowners of record as of 5
p.m. Eastern Daylight Time on May 2, 2000.  HP currently holds 380 million
shares, or approximately 84.1 percent, of the outstanding common stock in
Agilent.

                                      -1-
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The Dividend Distribution
- -------------------------

     The Agilent shares will be distributed to HP shareowners in the amount of
approximately 0.37 shares of Agilent for each HP share.  The final ratio will be
based on the actual number of HP shares outstanding on the record date, May 2,
2000.  On Jan. 31, 2000, the end of HP's first quarter of fiscal 2000, HP had
1.005 billion shares outstanding.


     HP shareowners will receive stock certificates for whole shares of Agilent
and cash payments for fractional shares.  On Aug. 3, 1999, HP received a ruling
from the Internal Revenue Service that the distribution to shareowners qualifies
as tax-free for U.S. federal income tax purposes.  Cash received in lieu of
fractional shares will be taxable.  The distribution remains subject to the
conditions set forth in the master separation agreement previously entered into
between HP and Agilent.


Part of HP's March 1999 Strategic Realignment
- ---------------------------------------------

     The distribution of shares of Agilent is part of HP's strategic realignment
of the company, which was announced in March 1999.  The realignment created two
separate companies, one composed of HP's computing and imaging businesses and
the other, Agilent, containing HP's test and measurement, semiconductor
products, chemical analysis and healthcare solutions businesses.


     The companies began operating separately on Nov. 1, 1999, and Agilent
completed an initial public offering of approximately 15.9 percent of its common
stock on Nov. 18, 1999.


Hewlett-Packard Company
- -----------------------

     Hewlett-Packard Company is a leading global provider of computing and
imaging solutions for business and home and is focused on capitalizing on the
opportunities of the Internet and the emergence of next-generation appliances,
e-services and infrastructure.  HP had total revenues from operations of
$42.4 billion in its 1999 fiscal year, excluding revenues from Agilent's
operations.

                                      -2-
<PAGE>

Agilent Technologies, Inc.
- --------------------------

     Agilent Technologies, Inc. is a global leader in designing and
manufacturing test, measurement and monitoring instruments, systems and
solutions, and semiconductor and optical components.  Agilent is a diversified
technology company with 42,000 employees serving customers in more than 120
countries.  The company has leadership positions in markets that include
communications, electronics, life sciences and healthcare.  Agilent's businesses
had net revenues of $8.3 billion in fiscal year 1999.


Further Information on Distribution
- -----------------------------------

     An information statement will be mailed to HP shareowners of record several
business days following the May 2, 2000 record date.  The statement will include
the final ratio of Agilent shares to be distributed for each HP share
outstanding, as well as information on how to calculate the share cost basis.


     For additional questions on the distribution, HP shareowners can visit the
company's Web site, at www.hp.com/financials, or call 1-800-825-5497 (U.S. only)
or 402-572-4975 (internationally).  Information on Agilent can be obtained at
www.investor.agilent.com or by calling 1-877-942-4200 (U.S. only) or 402-573-
9919 (internationally).


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