-----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, BqczE9lXdNfBXj3WjBT6CsbjJvPKT1SGYRk9l4cVrcSBYvg2O/PkJ0xgD96dz62U H9aLIPsXkVKmEy5coM7Jvg== 0001012870-99-004153.txt : 19991115 0001012870-99-004153.hdr.sgml : 19991115 ACCESSION NUMBER: 0001012870-99-004153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: I STAT CORPORATION /DE/ CENTRAL INDEX KEY: 0000882365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 222542664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42273 FILM NUMBER: 99749965 BUSINESS ADDRESS: STREET 1: 303A COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6092439300 MAIL ADDRESS: STREET 1: 303 COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 20BL CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13D/A 1 FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* i-STAT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, with a par value of $0.15 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 450312 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Ann O. Baskins, Associate General Counsel and Assistant Secretary Hewlett-Packard Company Corporate Legal Department 3000 Hanover Street, MS: 20BQ Palo Alto, California 94304 (650) 857-3755 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Schedules filed in paper format shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 2 OF 7 PAGES - --------------------- --------------------- 1 Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person Hewlett-Packard Company I.R.S. Identification No. 94-1081436 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 Sole Voting Power 0 SHARES ------------------------------------------------- BENEFICIALLY 8 Shared Voting Power 2,138,702 OWNED BY ------------------------------------------------- EACH 9 Sole Dispositive Power 0 REPORTING ------------------------------------------------- PERSON 10 Shared Dispositive Power 2,138,702 WITH ------------------------------------------------- SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 3 OF 7 PAGES - --------------------- --------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,138,702 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 13.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - --------------------------------------------------------------------------------
SCHEDULE 13D The Statement on Schedule 13D (the "Original Schedule 13D") of Hewlett- Packard Company (the "Company"), dated August 7, 1995, is hereby amended supplemented and, where noted, restated as follows: Item 2. Identity and Background. The Board of Directors of the Company approved a spin-off transaction (the "Spin-off") pursuant to which the Company transferred its assets and liabilities related to its test and measurement, semiconductor products, chemical analysis and medical group businesses to Agilent Technologies, Inc. ("Agilent Technologies") on November 1, 1999, the separation date, and, immediately after the separation date, Agilent Technologies became a wholly owned subsidiary of the Company. As a result of the transactions entered into in connection with the Spin-off, Agilent Technologies owns the businesses and assets of the Company's test and measurement, semiconductor products, healthcare solutions and chemical analysis businesses, including the shares of i-STAT formerly held by the Company and their associated rights and obligations. In November 1999, Agilent Technologies intends to complete an initial public offering of approximately 65,550,000 shares of its Common Stock, including the underwriters' exercise of their over-allotment option in full. After the completion of the initial public offering, the Company currently anticipates that it will own approximately 80% of the shares of Agilent Technologies Common Stock. Approximately six months after the completion of its initial public offering, Hewlett-Packard plans to distribute all of the remaining shares of Agilent Technologies Common Stock that it holds to the holders of Hewlett- Packard's Common Stock on a pro rata basis. Item 4. Purpose of Acquisition of Securities Transaction. SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 4 OF 7 PAGES - --------------------- --------------------- The following paragraph amends and restates Item 4 of the Original Schedule ------------ 13D. The Company's purpose in acquiring 2,138,702 shares of Series B Preferred Stock (the "Shares") of i-STAT Corporation ("i-STAT") was to develop and maintain with i-STAT a strategic relationship in which each company remained independent while working together to develop and market their products. The Shares were acquired by the Company directly from i-STAT. The terms and conditions of the Company's purchase of the Shares were established in the Series B Preferred Stock Purchase Agreement dated June 23, 1995 between i-STAT and the Company (the "Stock Purchase Agreement"). As discussed above, the Company transferred its interest in the Shares to Agilent Technologies pursuant to the Spin-off. Under a letter agreement, dated October 29, 1999, between the Company and i-STAT attached hereto as Exhibit A (the "Letter Agreement"), in --------- which i-STAT approved the transfer of the Shares, and their corresponding rights and obligations, to Agilent Technologies, Agilent Technologies became subject to the terms and conditions of the Stock Purchase Agreement, as more fully described below in Item 6. Item 5. Interest in Securities of the Issuer. The following paragraph amends and restates Item 5 of the Original Schedule ------------- 13D. Agilent Technologies owns the Shares, which represent approximately 13.6% of the outstanding voting stock of i-STAT. As a wholly owned subsidiary of the Company, Agilent Technologies shares dispositive power, with respect to the Shares, with the Company, subject to certain restrictions on Agilent Technologies on transfer and a right of first refusal in favor of i-STAT. As a wholly owned subsidiary of the Company, Agilent Technologies also shares the power to direct the vote of the Shares with the Company. Furthermore, Agilent Technologies' right to vote the Shares (or other i-STAT voting securities held by Agilent Technologies) is subject to certain restrictions, as described in the Stock Purchase Agreement, and, as a result of such restrictions, the Company and Agilent Technologies share the power to direct the vote of the Shares (or other i-STAT voting securities held by Agilent Technologies) with i-STAT. Except as described in this statement, Hewlett-Packard has not effected any transactions in shares of i-STAT Common Stock during the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The following paragraph amends and restates Item 6 of the Original Schedule ------------ 13D. As discussed above, pursuant to the Spin-off, the Company transferred, among other assets, its interest in the Shares and their corresponding rights and obligations to Agilent Technologies. Additionally, under the Letter Agreement, i-STAT approved the transfer of all of i-STAT's shares of Series B Preferred Stock owned by the Company and the assignment of the Company of its rights and obligations under (i) the Stock Purchase Agreement, (ii) the License Agreement, dated July 28, 1995 between i-STAT and the Company, (iii) the Distribution Agreement, dated as of July 28, 1995, between i-STAT and the Company, (iv) SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 5 OF 7 PAGES - --------------------- --------------------- the Registration Rights Agreement, dated as of July 28, 1995, between i-STAT and the Company, and (v) all other written and unexpired agreements between i- STAT and the Company, to Agilent Technologies. Additionally, in the Letter Agreement, the Company confirmed Agilent Technologies' intention to be bound by the rights and obligations under each of the above listed agreements. Item 5. Material to be Filed as Exhibits. The following documents are filed as exhibits to this statement: Exhibit A: Letter Agreement dated October 29, 1995 between Hewlett-Packard and i-STAT. SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 6 OF 7 PAGES - --------------------- --------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 10, 1999 ANN O. BASKINS /s/ Ann O. Baskins ----------------------------------------- Ann O. Baskins Associate General Counsel and Assistant Secretary SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 450312 10 3 PAGE 7 OF 7 PAGES - --------------------- --------------------- INDEX TO EXHIBITS Exhibit A: Letter Agreement dated October 29, 1995 between Hewlett- Packard and i-STAT. EX-99.(A) 2 LETTER AGREEMENT DATED OCTOBER 29, 1999 Exhibit A October 27, 1999 i-STAT Corporation 104 Windsor Center Drive East Windsor, NJ 08520 Attn: President and Chief Executive Officer Re: Realignment of Hewlett-Packard Company Hewlett-Packard Company ("HP") wishes to notify you that it plans for a strategic realignment of its businesses to create two independent companies (the "Realignment"). The Realignment will be accomplished by transferring HP's measurement businesses into a new company, Agilent Technologies, Inc. ("Agilent"), which is currently 100% owned by HP and is intended to be subsequently owned 80-85% by HP and 15-20% by other investors and eventually by stockholders of HP and other investors. Agilent will be comprised of HP's Test and Measurement Organization, Medical Products Group, Semiconductor Products Group, and Chemical Analysis Group, which had combined revenues of approximately $8 billion in 1998. Agilent will continue to design, manufacture and sell components, equipment, systems and services for use in a variety of applications. This letter serves to notify you of, and to solicit your written consent to, the transfer of all of i-STAT Corporation's ("i-STAT") shares of Series B Preferred Stock owned by HP and the assignment by HP of its rights and obligations under (i) the Series B Preferred Stock Purchase Agreement, dated June 23, 1995, between i-STAT and HP (the "Stock Purchase Agreement"), (ii) the License Agreement, dated July 28, 1995, between i-STAT and HP, (iii) the Distribution Agreement, dated as of July 28, 1995, between i-STAT and HP, (iv) the Registration Rights Agreement, dated as of July 28, 1995, between i-STAT and HP, and (v) all other written and unexpired agreements between i-STAT and HP (together with (i)-(iv), the "Agreements"), to Agilent (the "Assignment"). HP, on behalf of Agilent, confirms Agilent's intention to be bound after the Realignment by the rights and obligations under the Agreements as presently in effect and request that i-STAT do the same. i-STAT hereby agrees to amend its Stockholder Protection Agreement, dated as of June 26, 1995, between i-STAT and First Fidelity Bank, National Association ("Stockholder Plan"), to substitute Agilent for HP. In consideration for i-STAT's consent to the assignment of the Agreements as provided herein, HP hereby waives its rights pursuant to Section 6.8 of the Stock Purchase Agreement so as to permit i-STAT to substitute Agilent for HP under the Stockholder Plan. Please indicate your consent to the Assignment to be effective as of the effective date of the Realignment and your agreement that such Assignment shall not constitute a basis for termination or in any way affect the terms of the Agreement by signing this letter in the space indicated below. Please fax the signed consent to Nan H. Kim at (650) 857-2732 no later than October 28, 1999 and return your original signed consent in the enclosed envelope at your earliest convenience. Your signature below will also constitute a waiver of any rights you may have under the Agreements arising from the Assignment and any notice period that may be required by the Agreements. Please call Nan H. Kim at (650) 857-5702 if you have any questions concerning this letter or the Realignment. Thank you for your cooperation in this matter. Very truly yours, Hewlett-Packard Company By:_____________________ Name:___________________ Title:____________________ Enclosure UNDERSTOOD AND AGREED: i-STAT Corporation By: _______________________ Title: _____________________ Date: _____________________ -2- -----END PRIVACY-ENHANCED MESSAGE-----