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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE 14D-9
(Rule 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
OBJECTIVE SYSTEMS INTEGRATORS, INC.
(Name of Subject Company)
OBJECTIVE SYSTEMS INTEGRATORS, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.00l per share
(Title of Class of Securities)
674424-10-6
(CUSIP Number of Class of Securities)
Philip N. Cardman, Esq.
Vice President, General Counsel and Secretary
Objective Systems Integrators, Inc.
101 Parkshore Drive
Folsom, California 95630
(916) 353-2400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Charles S. Farman, Esq.
Morrison & Foerster llp
400 Capitol Mall, 23rd floor
Sacramento California 95814
(916) 448-3200
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This Amendment No. 3 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with the Securities and Exchange
Commission (the "SEC") on December 6, 2000 by Objective Systems Integrators,
Inc., a Delaware corporation ("OSI" or the "Company") as amended by Amendment
No. 1 to the Schedule 14D-9 filed with the SEC on December 15, 2000 and
Amendment No. 2 to the Schedule 14D-9 filed with the SEC on December 26, 2000,
relating to the tender offer by Tahoe Acquisition Corp., a Delaware corporation
("Merger Sub") and a wholly-owned subsidiary of Agilent Technologies, Inc., a
Delaware corporation, disclosed in a Tender Offer Statement on Schedule TO,
dated December 6, 2000, as amended, to purchase all of the issued and
outstanding shares of the Company's common stock, par value $.001 per share
("Common Stock"), at a purchase price of $17.75 per share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated December 6, 2000 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together with the Offer to
Purchase, as amended or supplemented from time to time, constitute the "Offer").
This Amendment is being filed on behalf of the Company. Capitalized terms used
and not defined herein shall have the meanings assigned to such terms in the
Schedule 14D-9.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 is hereby amended as follows:
The last sentence of the second paragraph is hereby amended and restated as
follows:
"Were Mr. Fiore's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Fiore would be entitled to receive, among other things,
approximately $605,065, constituting the severance compensation described
above, and 77,500 options would be fully vested."
The last sentence of the third paragraph is hereby amended and restated as
follows:
"Were Mr. Mullanix's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Mullanix would be entitled to receive, among other
things, approximately $160,001, constituting the severance compensation
described above, and 60,000 options would be fully vested.
The second sentence of the sixth paragraph is hereby amended and restated
as follows:
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"Mr. Fiore's employment agreement provides for a single payment equal to
one year's salary upon termination without cause, or a total of $165,000,
provided Mr. Fiore enters into a standard release and termination agreement.
Offer Letters
Item 3, under the subsection "Offer Letters" is hereby amended and
supplemented as follows:
On December 28, 2000, James T. Olsen accepted the terms of his Offer Letter
dated December 4, 2000.
Item 8. Additional Information.
Information Statement
Schedule I of the Schedule 14D-9, referenced in Item 8, under the
subsection "Information Statement" is hereby amended and supplemented by the
following:
The last sentence of the first paragraph of the section entitled
"Employment Contracts and Change-in-Control Arrangements" of the Information
Statement is hereby amended and restated as follows:
"Were Mr. Boone's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Boone would be entitled to receive, among other things,
approximately $216,124, constituting the severance compensation described
above, and 79,792 options would be fully vested."
The second sentence of the second paragraph of the section entitled
"Employment Contracts and Change-in-Control Arrangements" of the Information
Statement is hereby amended and restated as follows:
"This agreement includes payment of base salary for two years from
termination in the event of involuntary termination without cause, or a total of
$400,000 paid over the course of two years."
The last sentence of the second paragraph of the section entitled
"Employment Contracts and Change-in-Control Arrangements" of the Information
Statement is hereby amended and restated as follows:
"Were Mr. Cardman's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Cardman would be entitled to receive, among other
things, approximately $773,075,
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constituting the severance compensation described above, and 186,935 options
would be fully vested."
The last sentence of the third paragraph of the section entitled
"Employment Contracts and Change-in-Control Arrangements" of the Information
Statement is hereby amended and restated as follows:
"Were Mr. Line's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Line would be entitled to receive, among other things,
approximately $800,209, constituting the severance compensation described above,
and 97,291 options would be fully vested."
The last sentence of the fourth paragraph of the section entitled
"Employment Contracts and Change-in-Control Arrangements" of the Information
Statement is hereby amended and restated as follows:
"Were Mr. Olsen's termination, as such term is defined in the Severance
Agreement, to occur, Mr. Olsen would be entitled to receive, among other things,
approximately, $229,796, constituting the severance compensation described
above, and 163,542 options would be fully vested."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 14D-9 is true, complete and
correct.
Dated: December 29, 2000
By: /s/ Philip N. Cardman
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Philip N. Cardman
Vice President, General Counsel and Secretary
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