-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZnU8EtoJftWcPUt3Zb/srvPogD1MQK02cQ/46l7tEM8lbaIPasz0jAQkbkLTRhq +NJ1dyJFYlwRY5cd9HER9w== 0001012870-01-502887.txt : 20020411 0001012870-01-502887.hdr.sgml : 20020411 ACCESSION NUMBER: 0001012870-01-502887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001090872 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770518772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15405 FILM NUMBER: 1794615 BUSINESS ADDRESS: STREET 1: 395 PAGE MILL ROAD STREET 2: MS A 3-10 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 6507525000 MAIL ADDRESS: STREET 1: 395 PAGE MILL ROAD STREET 2: MS A 3-10 CITY: PALO ALTO STATE: CA ZIP: 94306 FORMER COMPANY: FORMER CONFORMED NAME: HP MEASUREMENT INC DATE OF NAME CHANGE: 19990716 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) November 15, 2001 AGILENT TECHNOLOGIES, INC. -------------------------- (Exact name of registrant as specified in its charter) Delaware 001-15405 77-0518772 -------- --------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 395 Page Mill Road, Palo Alto, California 94306 ----------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 752-5000 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events. On November 15, 2001, Agilent Technologies, Inc. issued the press release attached as Exhibit 99.1. Item 7. Financial Statements and Exhibits (a) Exhibits - ---------------- -------------------------------------------------------------- Exhibit No. Description - ---------------- -------------------------------------------------------------- 99.1 November 15, 2001 Senior Convertible Debenture Press Release - ---------------- -------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AGILENT TECHNOLOGIES, INC. By: /s/ Marie Oh Huber ------------------------------------- Name: Marie Oh Huber Title: Vice President, Assistant Secretary and Assistant General Counsel Date: November 15, 2001 EXHIBIT INDEX - --------------- -------------------------------------------------------------- Exhibit No. Description - --------------- -------------------------------------------------------------- 99.1 November 15, 2001 Senior Convertible Debenture Press Release - --------------- -------------------------------------------------------------- EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 EDITORIAL CONTACT: PRGP42SN143L Michele Drake +1 650 752 5296 michele_drake@agilent.com INVESTOR CONTACT: Hilliard Terry +1 650 752 5329 hilliard_terry@agilent.com Agilent Technologies Announces Proposed Private Offering of Senior Convertible Debentures PALO ALTO, Calif., Nov. 15, 2001 -- Agilent Technologies Inc. (NYSE: A) today announced that it intends, subject to market and other conditions, to sell approximately $1 billion principal amount of Senior Convertible Debentures due 2021 through a private offering. Agilent stated that it expects the terms of the offering to include an option for up to an additional $150 million principal amount of debentures. The offering will be made only to qualified institutional buyers. Agilent stated that it intends to use the net proceeds of the offering for working capital and general corporate purposes, including to fund potential acquisitions and restructuring costs. Agilent expects that the debentures will be redeemable at the company's option beginning in December 2004 and that the holders of the debentures will have the ability to require Agilent to repurchase the debentures, in whole or in part, on specified dates in 2006, 2011 and 2016. Agilent expects that the holders of the debentures will have the ability to require Agilent to repurchase the debentures in the event that Agilent undergoes a change in control. Agilent anticipates that the debentures will be convertible into shares of its common stock. The securities to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. Cautionary Statement: Agilent's statements in this press release that are not historical facts and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Agilent's intention to raise proceeds through the offering and sale of senior convertible debentures, the intended use of proceeds and the anticipated terms of such debentures. There can be no assurance that Agilent will complete the offering on the anticipated terms or at all. Agilent's ability to complete the offering will depend, among other things, on market conditions. In addition, Agilent's ability to complete this offering and Agilent's business are subject to the risks described in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----