<PAGE>
As filed with the Securities and Exchange Commission on January 5, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
(Final Amendment)
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Objective Systems Integrators, Inc.
(Name of Subject Company (Issuer))
Tahoe Acquisition Corp.
Agilent Technologies, Inc.
(Names of Filing Persons)
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COMMON STOCK,
$.001 PAR VALUE
(Title of Class of Securities)
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674424-10-6
(CUSIP Number of Class of Securities)
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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 number of person authorized
to receive notices and communications on behalf of filing persons)
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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, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Transactions 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.
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[X]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: $141,484
Form or Registration No.: Schedule TO
Filing Party: Agilent Technologies, Inc.
Date Filed: December 6, 2000
[_]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:
This Amendment No. 3 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission ("SEC") on December 6, 2000, as amended by Amendment No. 1 to the
Schedule TO, filed with the SEC on December 26, 2000, and Amendment No. 2 to
the Schedule TO, filed with the SEC on January 3, 2001, relating 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") and in the related Letter of Transmittal (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. Capitalized
terms used and not otherwise defined herein shall have meanings assigned to
such terms in the Offer to Purchase or the Schedule TO.
Item 1. Summary Term Sheet
Item 1 is hereby amended and supplemented to add the following:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
January 4, 2001.
Item 2. Subject Company Information
Not modified.
Item 3. Identity and Background of Filing Person
Not modified.
Item 4. Terms of the Transaction
Not modified.
<PAGE>
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Not modified.
Item 6. Purposes of the Transaction and Plans or Proposals
Item 6 is hereby amended and supplemented to add the following:
The Purchaser and the Company (i) have applied to the Nasdaq for the Shares
to be delisted from the Nasdaq National Market and (ii) have taken measures to
cause the termination of the registration of the Shares under the Exchange Act.
Purchaser will acquire the remaining Shares of the Company pursuant to the
Merger.
Item 7. Source and Amount of Funds
Not modified.
Item 8. Interest in Securities of the Subject Company
Item 8 is hereby amended and supplemented to add the following:
As of the time the Offer expired, Purchaser owns in excess of 37.5 million
Shares, which represents approximately 97.5% of the outstanding Shares. The
Shares tendered include approximately 1.0 million Shares tendered pursuant to
Notices of Guaranteed Delivery. The information contained in Parent's and
Company's press release dated January 5, 2001, a copy of which is filed
herewith as Exhibit (d)(13), is incorporated by reference herein.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
Not modified.
Item 10. Financial Statements
Not modified.
Item 11. Certain Legal Matters
Not modified.
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)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
(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)
(a)(10)* Press release issued by Parent and Company on December 26, 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) of the Schedule 13D 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) of the Schedule 13D
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
(d)(4)* 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) of the Schedule 13D filed by Parent on December
4, 2000)
(d)(5)* 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(A) of the Schedule 13D
filed by Parent on December 4, 2000)
(d)(6)* Offer Letters from Agilent Technologies, Inc. to each of Dan Line,
Jeffrey Boone and Lawrence Fiore
(d)(7)* 364-Day Credit Agreement with Salomon Smith Barney as lead arranger
and sole book manager (incorporated by reference to Exhibit 2.15 of
the Parent's Registration Statement on Form S-1)
(d)(8)* Five Year Credit Agreement with Citicorp USA, Inc. as Administrative
Agent (incorporated by reference to Exhibit 2.16 of the Parent's
Registration Statement on Form S-1)
(d)(9)* Fixed Rate Promissory Note with Chase Manhattan Bank dated December
21, 2000
(d)(10)* 364-Day Credit Agreement with Citicorp USA as Agent, dated January 2,
2001
(d)(11)* Amended and Restated 364-Day Credit Agreement with Salomon Smith
Barney as Lead Arranger and Sole Book Manager
(d)(12)* Press Release issued by Parent and Company on January 3, 2000
(incorporated by reference to Exhibit (a)(1)(j) of the Schedule 14D-
9 filed by the Company on December 6, 2000)
(d)(13) Press Release issued by Parent and Company on January 5, 2000
(g) None
(h) None
</TABLE>
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*Previously filed
Item 13. Information Required by Schedule 13e-3
Not modified.
<PAGE>
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.
TAHOE ACQUISITION CORP.
/s/ Marie Oh Huber
By: _________________________________
Name: Marie Oh Huber
Title:Vice President, Assistant
General Counsel and
Assistant Secretary
AGILENT TECHNOLOGIES, INC.
/s/ Marie Oh Huber
By: _________________________________
Name: Marie Oh Huber
Title:Vice President, Assistant
General Counsel and
Assistant Secretary
January 5, 2001
<PAGE>
EXHIBIT INDEX
<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)
(a)(10)* Press release issued by Parent and Company on December 26, 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) of the Schedule 13D 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) of the Schedule 13D
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
(d)(4)* 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) of the Schedule 13D filed by Parent on December
4, 2000)
(d)(5)* 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(A) of the Schedule 13D
filed by Parent on December 4, 2000)
(d)(6)* Offer Letters from Agilent Technologies, Inc. to each of Dan Line,
Jeffrey Boone and Lawrence Fiore
(d)(7)* 364-Day Credit Agreement with Salomon Smith Barney as lead arranger
and sole book manager (incorporated by reference to Exhibit 2.15 of
the Parent's Registration Statement on Form S-1)
(d)(8)* Five Year Credit Agreement with Citicorp USA, Inc. as Administrative
Agent (incorporated by reference to Exhibit 2.16 of the Parent's
Registration Statement on Form S-1)
(d)(9)* Fixed Rate Promissory Note with Chase Manhattan Bank dated December
21, 2000
(d)(10)* 364-Day Credit Agreement with Citicorp USA as Agent, dated January 2,
2001
(d)(11)* Amended and Restated 364-Day Credit Agreement with Salomon Smith
Barney as Lead Arranger and Sole Book Manager
(d)(12)* Press Release issued by Parent and Company on January 3, 2000
(incorporated by reference to Exhibit (a)(1)(j) of the Schedule 14D-
9 filed by the Company on December 6, 2000)
(d)(13) Press Release issued by Parent and Company on January 5, 2000
(g) None
(h) None
</TABLE>
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*Previously filed
