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As filed with the Securities and Exchange Commission on November 27, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Objective Systems Integrators, Inc.
(Name of Subject Company (Issuer))
Tahoe Acquisition Corp.
Agilent Technologies, Inc.
(Names of Filing Persons)
COMMON STOCK,
PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
674424-10-6
(CUSIP Number of Class of Securities)
D. Craig Nordlund, Esq.
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, California 94303-0870
(650) 752-5000
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Steve L. Camahort, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
CALCULATION OF FILING FEE
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Transaction valuation Amount of filing fee
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Not Applicable. None
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[_] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[_] Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
Items 1 - 11, 13.
Not applicable.
Item 12. Exhibits.
Exhibit 99.1 Text of press release issued by Agilent Technologies, Inc. on
November 27, 2000.
