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EXHIBIT (a)(6)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
OBJECTIVE SYSTEMS INTEGRATORS, INC.
at
$17.75 NET PER SHARE
by
TAHOE ACQUISITION CORP.
a wholly owned subsidiary of
AGILENT TECHNOLOGIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, JANUARY 4, 2001, UNLESS THE OFFER IS EXTENDED.
December 6, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated December 6,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") in connection with the offer by Tahoe Acquisition Corp., a
Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Agilent
Technologies, Inc., a Delaware corporation ("Parent") to purchase all
outstanding shares of common stock, $0.001 par value (the "Common Stock" or
the "Shares") of a corporation (the "Company") at $17.75 per Share, net to the
seller in cash (the "Common Stock Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase.
We are (or our nominee is) the holder of record of the Shares held for your
account. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The enclosed Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender Shares held by us for your account.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf any or all of the Shares held by us for your account, upon the
terms and subject to the conditions set forth in the Offer to Purchase. Your
attention is invited to the following:
1. The tender price is $17.75 per Share, net to the seller in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3.The Board of Directors of the Company, by a unanimous vote of its
directors at a meeting of the Board of Directors held on November 24,
2000, determined that the terms of the Offer and the Merger are fair to,
and in the best interest of, the Stockholders of the Company, approved
the Merger and the other transactions contemplated by the Merger
Agreement, dated as of November 24, 2000 between Merger Sub and the
Company (the "Merger Agreement") and approved the Merger Agreement. The
Board of Directors recommends that the Company's Stockholders accept the
Offer and tender their Shares in the Offer.
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4. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Thursday, January 4, 2001, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) a number of Shares representing at least (A) a
majority of Shares on a fully-diluted basis (including for purposes of
such calculation all Shares issuable upon exercise of all vested Company
Stock Options (as defined in the Merger Agreement) and unvested Company
Stock Options that vest prior to January 31, 2001 (but excluding any
Shares held by the Company or any of its subsidiaries) and (B) a
majority of those Shares not held by persons who have executed a Tender
Agreement be validly tendered (but excluding any Shares held by Parent,
Merger Sub or their respective affiliates).
6. Tendering holders of Shares ("Holders") whose Shares are registered in
their own name and who tender directly to Computershare Trust Company of
New York, as depositary (the "Depositary"), will not be obligated to pay
brokerage fees or commissions or, except as set forth in Instruction 6
of the Letter of Transmittal, transfer taxes on the purchase of Shares
by the Purchaser pursuant to the Offer. Nevertheless, Federal income tax
backup withholding at a rate of 31% may be required, unless an exemption
is available or unless the required tax identification information is
provided. See Instruction 8 of the Letter of Transmittal.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates evidencing such
Shares (the "Certificates") or, if such Shares are held in book-entry
form, timely confirmation of a Book-Entry Transfer (a "Book-Entry
Confirmation") of such Shares into the account of the Depositary, at The
Depository Trust Company, (ii) a properly completed and duly executed
Letter of Transmittal or a copy thereof with any required signature
guarantees (or, in the case of a Book-Entry Transfer, an Agent's Message
(as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal) and (iii) any other documents required by the Letter of
Transmittal. Accordingly, tendering Holders may be paid at different
times depending upon when Certificates for Shares or Book-Entry
Confirmations with respect to Shares are actually received by the
Depositary. Under no circumstances will interest be paid on the purchase
price of the Shares to be paid by the Merger Sub, regardless of any
extension of the Offer or any delay in making such payment.
The Offer is being made only by the Offer to Purchase and the related Letter
of Transmittal and any amendments or supplements thereto, and is being made to
all holders of the Shares. The Offer will not bemade to (and tenders will not
be accepted from or on behalf of) tendering holders of Shares in any
jurisdiction where the making of the Offer is prohibited by administrative or
judicial action pursuant to any state statute.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth herein. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified below. An envelope to return your instructions to us is enclosed.
Your instructions should be forwarded to us in ample time to permit us to
submit a tender on your behalf prior to the Expiration Date.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
of
OBJECTIVE SYSTEMS INTEGRATORS, INC.
by
TAHOE ACQUISITION CORP.
a wholly owned subsidiary of
AGILENT TECHNOLOGIES, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated December 6, 2000, and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") in connection with the offer by Tahoe Acquisition
Corp., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of
Agilent Technologies, Inc., a Delaware corporation ("Parent") to purchase all
outstanding shares of common stock, $0.001 par value (the "Common Stock" or
the "Shares"), of Objective Systems Integrators, Inc., a Delaware corporation
(the "Company"), at $17.75 per Share, net to the seller in cash (the "Common
Stock Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 6, 2000 and in the related Letter of
Transmittal.
This will instruct you to tender to Merger Sub the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
SIGN HERE
Number of Shares to Be Tendered:* _
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Acccount No.: _____________________
Signature(s)
Dated: ____________________________ -----------------------------------
Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax Identification or Social
Security Number
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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