<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Objective Systems Integrators, Inc.
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(Name of Issuer)
Common Stock, with a par value of $0.001 per share
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(Title of Class of Securities)
674424-10-6
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(CUSIP Number)
D. Craig Nordlund, Esq.
Senior Vice President,
General Counsel and Secretary
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, California 94303-0870
(650) 752-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [_].
Note: Schedules filed in paper format shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosure provided in a prior cover page.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP NO. 450312 103
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1 Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Agilent Technologies Inc. (#77-0518772)
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2 Check The Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3 SEC Use Only
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4 Source of Funds 00
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
Delaware
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NUMBER OF 7 Sole Voting Power
SHARES
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BENEFICIALLY 8 Shared Voting Power
OWNED BY 20,360,546
EACH
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REPORTING 9 Sole Dispositive Power
PERSON
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WITH
10 Shared Dispositive Power
20,360,546
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11 Aggregate Amount Beneficially Owned by Each Reporting Person: 20,360,540
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
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SCHEDULE 13D
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CUSIP NO. 450312 103
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13 Percent of Class Represented by Amount in Row (11)
54.6%
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14 Type of Reporting Person CO
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SCHEDULE 13D
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CUSIP NO. 450312 103
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1 Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Tahoe Acquisition Corp. (No I.R.S. Identification No. available)
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2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3 SEC Use Only
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4 Source of Funds OO
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
Delaware
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NUMBER OF 7 Sole Voting Power
SHARES
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BENEFICIALLY 8 Shared Voting Power
OWNED BY 20,360,546
EACH
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REPORTING 9 Sole Dispositive Power
PERSON
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WITH
10 Shared Dispositive Power
20,360,546
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11 Aggregate Amount Beneficially Owned by Each Reporting Person: 20,360,540
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
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SCHEDULE 13D
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CUSIP NO. 450312 103
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13 Percent of Class Represented by Amount in Row (11)
54.6%
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14 Type of Reporting Person CO
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Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is Common Stock, par value of $0.001 per share of Objective Systems
Integrators, Inc. ("OSII"). OSII's principal executive offices are located at
101 Parkshore Drive, Folsom, California 95630.
Item 2. Identity and Background.
This statement is being filed by Agilent Technologies, Inc., a Delaware
corporation ("Agilent Technologies"), and Tahoe Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Agilent Technologies ("Merger Sub"
and, together with Agilent Technologies, the "Reporting Persons"). The address
of each of Agilent Technologies' and Merger Sub's principal executive offices is
395 Page Mill Road, Palo Alto, California 94303-0870.
Agilent Technologies is a diversified technology company that provides
enabling solutions to high growth markets within the communications,
electronics, life sciences and healthcare industries. It is a global leader in
designing and manufacturing test, measurement and monitoring instruments,
systems and solutions and semiconductors and optical components. Agilent
Technologies includes the following businesses: test and measurement,
semiconductor products, healthcare solutions and chemical analysis. On November
17, 2000, Agilent Technologies announced that it had entered into an agreement
to sell its Healthcare Solutions Group to Royal Philips Electronics, subject to
customary regulatory approval and other closing conditions.
Merger Sub is a wholly owned subsidiary of Agilent Technologies, that
was established to effectuate the transaction described in Items 3 and 6.
Set forth in Schedule A is the name and present principal occupation or
employment and address of each of Agilent Technologies' and Tahoe Acquisition
Corp.'s directors and executive officers, as of the date hereof.
None of Agilent Technologies, Merger Sub, or the individuals listed on
Schedule A have ever been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), and are not and have not been
subject to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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Item 3. Source and Amount of Funds or other consideration.
On November 24, 2000, Agilent Technologies, through Merger Sub, agreed
to acquire OSII by means of a merger (the "Merger") pursuant to the terms of the
Agreement and Plan of Merger, dated as of November 24, 2000 (the "Merger
Agreement"), by and among Agilent Technologies, Merger Sub and OSII, and subject
to the conditions set forth therein. Pursuant to the Merger Agreement, Merger
Sub will commence a tender offer to purchase all the outstanding shares of OSII
at $17.75 per share, net to the seller in cash (the "Offer"), and, subject to
the completion of the Offer and certain other conditions more fully described in
the Merger Agreement, merge with and into OSII and OSII will become a wholly
owned subsidiary of Agilent Technologies. A copy of the Merger Agreement is
attached hereto as Exhibit 1 and is incorporated herein by this reference.
Completion of the Offer is subject to the expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement.
As an inducement to the Reporting Persons' entering into the Merger
Agreement, certain stockholders of OSII entered into a tender and voting
agreement, dated as of November 24, 2000 (the "Voting Agreement"), among Agilent
Technologies, the Merger Sub and certain OSII stockholders (each a "Voting
Agreement Stockholder," and collectively, the "Voting Agreement Stockholders"),
which agreement is described in more detail in Item 6 below. Pursuant to the
Voting Agreement, the Voting Agreement Stockholders have each granted Agilent
Technologies an irrevocable proxy to such stockholder's shares of OSII Common
Stock (the "Shares") in favor of the Merger and have agreed to tender all Shares
pursuant to the Offer.
No capital of the Reporting Persons is expected to be expended by the
Reporting Persons in connection with the exercise of its rights with respect to
the approximately 20,360,546 Shares covered by the Voting Agreement. The Voting
Agreement is attached hereto as Exhibit 2 and is incorporated herein by this
reference.
Item 4. PURPOSE OF TRANSACTION.
(a)-(b) As further described in Item 3 above and Item 6 below, this
statement relates to the Offer and to the Merger of Merger Sub with and into
OSII in a statutory merger pursuant to the provisions of the Delaware General
Corporation Law. At the effective time of the Merger, the separate existence of
Merger Sub will cease and OSII will continue as the surviving corporation and as
a wholly owned subsidiary of the Agilent Technologies.
As an inducement to the Reporting Persons to enter into the Merger
Agreement, and as further described in Item 3 above and Item 6 below, each of
the Voting Agreement Stockholders has, by executing a Voting Agreement,
irrevocably appointed the Agilent Technologies, as attorney-in-fact and proxy,
with full power of substitution. Such proxies give the proxy holder the limited
right to vote the OSII Common Stock subject to the Voting Agreement (the "Voting
Agreement Shares") in favor of the Merger and against any action or agreement
that would impede, interfere with or prevent the Merger. In addition the Voting
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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Agreement Stockholders have agreed to tender all Voting Agreement Shares
pursuant to the Offer. The descriptions herein of the Merger Agreement and the
Voting Agreement are qualified in their entirety by reference to such
agreements.
(c) Not applicable.
(d) Under the terms of the Merger Agreement, Parent shall have the right
to designate certain members to the OSII board of directors and OSII has agreed
to use its best effort to facilitate the election of such designees.
(e) See the discussion of Merger in Item 3 above.
(f) Other than as a result of the Merger described in Item 3 above, not
applicable.
(g) Other than as a result of the Merger described in Item 3 above,
none.
(h) Upon consummation of the Merger, OSII Common Stock will be de-listed
from the Nasdaq Stock Market.
(i) Upon consummation of the Merger, OSII Common Stock will become
eligible for termination of registration under the Securities Exchange Act of
1934, as amended (the "Act"), pursuant to Section 12(g)(4) of the Act.
(j) Other than described above, the Reporting Persons currently have no
plan or proposal that relates to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D (although the Reporting Persons reserve the
right to develop such plans or proposals).
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result and subject to the terms of the Voting Agreement
and the irrevocable proxies granted pursuant thereto, Agilent Technology has the
sole power to vote an aggregate of approximately 20,360,546 shares of OSII
Common Stock for the limited purposes described in Item 4 above. Such shares
constitute approximately 54.6% of the issued and outstanding shares of OSII
Common Stock based on the number of shares outstanding at October 20, 2000 (as
reported in OSII's Definitive Proxy Statement filed with the Securities and
Exchange Commission on November 3, 2000). Other than with respect to and in
accordance with the provisions of the Voting Agreement, the Reporting Persons do
not have the right to vote the Shares on any other matters. The Reporting
Persons do not share voting power of any additional shares of OSII Common Stock
with regard to the limited purposes set forth in Item 4 above and in the Voting
Agreement. Pursuant to the Voting Agreement, the Voting Agreement Stockholders
have agreed to tender all Shares pursuant to the Offer. The Reporting Persons do
not have any other power to dispose or direct the disposition of any shares of
OSII Common Stock.
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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(c) Except as described herein, the Reporting Persons have not
effected any transaction in OSII Common Stock during the past 60 days and, to
the Reporting Persons' knowledge, none of the persons named in Schedule A has
effected any transaction in OSII Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement and subject to the conditions set
forth therein, Merger Sub will merge with and into OSII and OSII will become a
wholly owned subsidiary of the Agilent Technologies. Upon consummation of the
Merger, Merger Sub will cease to exist as a separate corporation and all of the
business, assets, liabilities and obligations of Merger Sub will be merged into
OSII with OSII remaining as the surviving corporation. As a result of the
Merger, each outstanding share of OSII Common Stock, other than shares owned by
OSII (i.e., OSII treasury shares), Merger Sub, Agilent Technologies or any
wholly-owned subsidiary of OSII or Agilent Technologies, will be redeemed for
cash. Outstanding options or warrants to purchase OSII Common Stock will be
assumed by the Reporting Persons as provided in the Merger Agreement. The
foregoing summary of the Merger is qualified in its entirety by reference to the
copy of the Merger Agreement included as Exhibit 1 and incorporated herein in
its entirety by reference.
Upon certain circumstances described in Section 8.3 of the Merger
Agreement, OSII will be obligated to pay to Agilent Technologies of a
termination fee equal to $22,600,000. Payment of this fee will not be in lieu of
damages in the event of fraud or a willful breach by OSII of the Merger
Agreement.
In exercising its right to vote the Shares as lawful attorneys and
proxies of the Voting Agreement Stockholders pursuant to the Voting Agreement,
Agilent Technologies will be limited, at every OSII stockholders meeting and
every written consent in lieu of such meeting, to vote the shares (i) in favor
of approval of the Merger and the Merger Agreement and (ii) against approval of
any proposal made in opposition to or in competition with the consummation of
the Merger and against any merger, consolidation, sale of assets, reorganization
or recapitalization with any party other than the Reporting Persons and any
liquidation or winding up of OSII. The Voting Agreement Stockholders may vote
their own shares themselves on all other matters. The Voting Agreement will
terminate upon the earlier to occur of (i) the termination of the Merger
Agreement in accordance with its terms or (ii) the Effective Time of the merger
(as defined in Section 2.2 of the Merger Agreement). Each Voting Agreement
Stockholder has agreed not to transfer his or her Shares prior to termination of
the Voting Agreement. The terms of the Voting Agreement are more fully described
in the Voting Agreement, attached hereto as Exhibit 2. Each of the Voting
Agreement is incorporated herein by this reference.
Other than the Merger Agreement and the Voting Agreement, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
<PAGE>
SCHEDULE 13D
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CUSIP NO. 450312 10 3
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persons named in Item 2 and between such persons and any person with respect to
any securities of OSII, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangement,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
The descriptions herein of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to such agreements,
copies of which are attached hereto as Exhibits 1 and 2, respectively.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated November 24, 2000, by and
among Objective Systems Integrators, Inc., a Delaware corporation, Tahoe
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Agilent Technologies, Inc., and Agilent Technologies, Inc., a Delaware
corporation.
2. Form of Tender and Voting Agreement, dated November 24, 2000,
between and among Objective Systems Integrators, Inc., a Delaware corporation,
Tahoe Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Agilent Technologies, Inc., and Agilent Technologies, Inc., a Delaware
corporation and certain stockholders of Objective Systems Integrators, Inc., a
Delaware corporation.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 4, 2000 AGILENT TECHNOLOGIES, INC.
/s/ Marie Oh Huber
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Marie Oh Huber
Vice President, Assistant General Counsel and
Assistant Secretary
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 4, 2000 TAHOE ACQUISITION CORP.
/s/ Marie Oh Huber
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Marie Oh Huber
Secretary
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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<TABLE>
<CAPTION>
Schedule A
Directors and Executive Officers of Agilent Technology
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Name Title Present Principal Occupation or
Employment, Including Name and Address
of Employer
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<S> <C> <C>
Edward W. Barnholt President, Chief Executive Officer *
and Director
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Alain Couder Executive Vice President and Chief *
Operating Officer
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Robert R. Walker Executive Vice President and Chief *
Financial Officer
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Byron Anderson Senior Vice President, Electronic *
Products and Solutions Group
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William R. Hahn Senior Vice President, Strategic *
Programs
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Jean M. Halloran Senior Vice President, Human *
Resources
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Richard D. Kniss Senior Vice President, Chemical *
Analysis Group
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D. Craig Nordlund Senior Vice President, General *
Counsel and Secretary
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Stephen H. Rusckowski Senior Vice President, Healthcare *
Solutions Group
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Thomas A. Saponas Senior Vice President and Chief *
Technology Officer
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John E. Scruggs Senior Vice President, Automated *
Test Group
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William P. Sullivan Senior Vice President, Semiconductor *
Products Group
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Thomas White Senior Vice President, *
Communications Solutions Group
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Dorothy D. Hayes Vice President, Controller and Chief *
Accounting Officer
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Gerald Grinstein Director Principal
Madrona Investment Group, L.L.C.
1000 2nd Avenue
Suite 3700
Seattle, WA 98104
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James G. Cullen Director President and Chief Operating Officer,
Verizon Corporation
1310 N. Court House Road
5th Floor
Arlington, VA 22201
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Professor Emeritus and Professor
Thomas E. Everhart Director California Institute of Technology
Mail Code 202-31
1200 E. California Blvd.
Pasadena, CA 91125
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Executive Vice President and Chief
Robert J. Herbold Director Operating Officer,
Microsoft Corporation
1 Microsoft Way
Redmond, WA 98052-6399
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Walter B. Hewlett Director Independent software developer
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</TABLE>
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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<TABLE>
<CAPTION>
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<S> <C> <C>
Executive Vice President and
Heidi Kunz Director Chief Financial Officer, Gap Inc.
1 Harrison St.
San Francisco, CA 94105
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Chairman & Chief Executive
David M Lawrence, M.D. Director Officer of Kaiser Foundation
Health Plan, Inc. & Kaiser
Foundation Hospitals
1 Kaiser Plaza
Oakland, CA 94612
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Chairman and Chief Executive
A. Barry Rand Director Officer, Avis Group
900 Old Country Road
Garden City, NY 11530
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Chairman Emeritus
Randall L. Tobias Director Eli Lilly and Company
500 East 96/th/ Street
Suite 110
Indianapolis, IN 46240
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</TABLE>
. Such individual's principal occupation and employment is as set forth
in the "Title" column, and such individual's employer is Agilent
Technologies, Inc., at 395 Page Mill Road, Palo Alto, California
94303.
. Unless indicated otherwise, such individual's business address is: 395
Page Mill Road, Palo Alto, California 94303
<TABLE>
<CAPTION>
Directors and Executive Officers of Tahoe Acquisition Corp.
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Name Title Present Principal Occupation or
Employment, Including Name and Address
of Employer
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<S> <C> <C>
D. Craig Nordlund President, Chief Executive Officer Senior Vice President, Secretary and
and Director General Counsel, Agilent Technologies
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Marie Oh Huber Chief Financial Officer, Secretary Vice President, Assistant General Counsel
and Director and Assistant Secretary, Agilent
Technologies
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</TABLE>
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SCHEDULE 13D
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CUSIP NO. 450312 10 3
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<TABLE>
<CAPTION>
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<S> <C> <C>
John Eaton Assistant Secretary and Director Vice-President, Agilent Technologies
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</TABLE>
*Each individual's business address is: 395 Page Mill Road, Palo Alto,
California 94303
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SCHEDULE 13D
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CUSIP NO. 450312 103
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INDEX TO EXHIBITS
99.1 (A). Agreement and Plan of Merger, dated November 24, 2000, by and among
Objective Systems Integrators, Inc., a Delaware corporation, Tahoe Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Agilent
Technologies, Inc., and Agilent Technologies, Inc., a Delaware corporation.
99.1 (B). Form of Tender and Voting Agreement, dated November 24, 2000, between
and among Objective Systems Integrators, Inc., a Delaware corporation, Tahoe
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Agilent Technologies, Inc., and Agilent Technologies, Inc., a Delaware
corporation and certain stockholders of Objective Systems Integrators, Inc., a
Delaware corporation.
