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As filed with the Securities and Exchange Commission on December 6, 2000
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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,
$ .001 PAR VALUE
(Title of Class of Securities)
674424-10-6
(CUSIP Number of Class of Securities)
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
(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.
Robert D. Sanchez, 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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<CAPTION>
Transaction valuation (1) Amount of filing fee
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<S> <C>
$707,420,410 $141,484
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(1) For purposes of calculating the filing fee only. This calculation assumes
the purchase of 39,854,671 shares of Common Stock of Objective Systems
Integrators, Inc. at the tender offer price of $17.75 per share of Common
Stock.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934 as amended, equals 1/50 of 1% of the
transaction value.
[_] 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
[_] 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: [_]
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This Tender Offer Statement on Schedule TO relates to the commencement by
Tahoe Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly
owned subsidiary of Agilent Technologies, Inc., a Delaware corporation
("Parent"), of its offer to purchase all of the outstanding shares of common
stock, $0.001 par value ("Common Stock" or "Shares"), of Objective Systems
Integrators, Inc., a Delaware corporation (the "Company"), at a price of
$17.75 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 6, 2000 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1),
and in the related Letter of Transmittal, a copy of which is attached hereto
as Exhibit (a)(2) (which, as they may be amended and supplemented from time to
time, together constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby incorporated by reference in response to all the
items of this Schedule TO, except as otherwise set forth below.
Item 10. Financial Statements.
(a) Financial information. Not applicable.
(b) Pro forma information. Not applicable.
Item 11. Additional information.
(b) Other material information. The information set forth in the Letter of
Transmittal attached hereto as Exhibit (a)(2) is incorporated herein by
reference.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
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<C> <S>
(a)(1) Offer to Purchase
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(5) Letter to brokers, dealers, commercial banks, trust companies and
other nominees
(a)(6) Letter to be used by brokers, dealers, commercial banks, trust
companies and other nominees to their clients
(a)(7) Summary newspaper advertisement, dated December 6, 2000, as published
in The Wall Street Journal
(a)(8) Press release issued by Parent on November 27, 2000 (incorporated by
reference to Exhibit 99.1 of the Schedule TO-C filed by Parent on
November 27, 2000)
(a)(9) Presentation to analysts on November 27, 2000 (incorporated by
reference to Exhibit 99.2 of the Schedule TO-C filed by Parent on
December 4, 2000)
(b) None
(d)(1) Agreement and Plan of Merger, dated as of November 24, 2000, by and
among Parent, Merger Sub and the Company (incorporated by reference to
Exhibit 99.1(A) filed by Parent on December 4, 2000)
(d)(2) Tender and Voting Agreement, dated as of November 24, 2000, by and
among Parent, Merger Sub, Objective Systems Integrators, Inc. and
certain stockholders of Objective Systems Integrators, Inc.
(incorporated by reference to Exhibit 99.1(B) filed by Parent on
December 4, 2000)
(d)(3) Offer Letters from Agilent Technologies, Inc. to each of Jeffrey
Boone, Philip Cardman, Lawrence Fiore, Roger Hosier, Bud Mullanix and
Jim Olsen, dated December 4, 2000
(g) None
(h) None
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Item 13. Information Required by Schedule 13e-3.
Not applicable.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and
correct.
AGILENT TECHNOLOGIES, INC.
/s/ Marie Oh Huber
By: _________________________________
Name: Marie Oh Huber
Title: Vice President, Assistant
General Counsel and
Assistant Secretary
TAHOE ACQUISITION CORP.
/s/ Marie Oh Huber
By: _________________________________
Name: Marie Oh Huber
Title: Vice President
Date: December 6, 2000
3
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit Description
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<C> <S>
(a)(1) Offer to Purchase
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(5) Letter to brokers, dealers, commercial banks, trust companies and
other nominees
(a)(6) Letter to be used by brokers, dealers, commercial banks, trust
companies and other nominees to their clients
(a)(7) Summary newspaper advertisement, dated December 6, 2000, as published
in The Wall Street Journal
(a)(8) Press release issued by Parent on November 27, 2000 (incorporated by
reference to Exhibit 99.1 of the Schedule TO-C filed by Parent on
November 27, 2000)
(a)(9) Presentation to analysts on November 27, 2000 (incorporated by
reference to Exhibit 99.2 of the Schedule TO-C filed by Parent on
December 4, 2000)
(b) None
(d)(1) Agreement and Plan of Merger, dated as of November 24, 2000, by and
among Parent, Merger Sub and the Company (incorporated by reference to
Exhibit 99.1(A) filed by Parent on December 4, 2000)
(d)(2) Tender and Voting Agreement, dated as of November 24, 2000, by and
among Parent, Merger Sub, Objective Systems Integrators, Inc. and
certain stockholders of Objective Systems Integrators, Inc.
(incorporated by reference to Exhibit 99.1(B) filed by Parent on
December 4, 2000)
(d)(3) Offer Letters from Agilent Technologies, Inc. to each of Jeffrey
Boone, Philip Cardman, Lawrence Fiore, Roger Hosier, Bud Mullanix and
Jim Olsen, dated December 4, 2000
(g) None
(h) None
</TABLE>
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