-----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, DEpSmzWfvlMZ5kZOtiA6V4SbPw3iwWrqsGbQ1OYuW97+wZd6brdOpQf+on7216Q7 37a0Bq+xBDFBKMt4gAZ7Mg== 0001012870-01-000038.txt : 20010122 0001012870-01-000038.hdr.sgml : 20010122 ACCESSION NUMBER: 0001012870-01-000038 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010105 GROUP MEMBERS: AGILENT TECHNOLOGIES INC GROUP MEMBERS: TAHOE ACQUISITIONS CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OBJECTIVE SYSTEMS INTEGRATORS INC CENTRAL INDEX KEY: 0000892191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680239619 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-45945 FILM NUMBER: 1502923 BUSINESS ADDRESS: STREET 1: 100 BLUE RAVINE RD STE 210 CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: 9163532400 MAIL ADDRESS: STREET 1: 100 BLUE RAVINE RD CITY: FOLSOM STATE: CA ZIP: 95630 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 0001.txt TENDER OFFER AMENDED STATEMENT BY THIRD PARTY As filed with the Securities and Exchange Commission on January 5, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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 --------------- 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 number 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, CA 94304 (650) 493-9300 --------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------
Transactions valuation (1) Amount of Filing Fee - -------------------------------------------------------------------------------------- $707,420,410 $141,484 - --------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [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. 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:
Exhibit Number Exhibit Description ------- ------------------- (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)
Exhibit Number Exhibit Description ------- ------------------- (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
- -------- *Previously filed Item 13. Information Required by Schedule 13e-3 Not modified. 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 EXHIBIT INDEX
Exhibit Number Exhibit Description ------- ------------------- (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
- -------- *Previously filed EX-99.(D)(13) 2 0002.txt PRESS RELEASE EXHIBIT (d)(13) FOR IMMEDIATE RELEASE AGILENT COMPLETES TENDER OFFER FOR SHARES OF OBJECTIVE SYSTEMS INTEGRATORS, INC. PALO ALTO, Calif., and FOLSOM, Calif., Jan. 5, 2001 - Agilent Technologies Inc.(NYSE: A), a leading provider of innovative technologies for communications and life sciences, today announced the successful completion of the tender offer by Tahoe Acquisition Corp. to acquire the common stock, par value $.001 per share, of Objective Systems Integrators, Inc. (OSI) (NASDAQ: OSII) at $17.75 net per share in cash. OSI is a leading provider of next-generation operations- support-system (OSS) software for communications service providers. Tahoe Acquisition Corp. has accepted for purchase 37,572,548 shares of OSI common stock, including approximately 1,050,844 shares tendered pursuant to Notices of Guaranteed Delivery, representing approximately 97% of the issued and outstanding OSI shares, which shares were validly tendered and not withdrawn prior to the expiration of the tender offer at 12:00 midnight, New York City time, on Thursday, January 4, 2001. Pursuant to the terms of the merger agreement between Agilent, Tahoe Acquisition Corp. and OSI, Tahoe Acquisition Corp. intends to acquire the remaining OSI shares that Tahoe Acquistion Corp. does not already own through a merger between Tahoe Acquisition Corp. and OSI to be effective today at the same $17.75 per share price as offered in the tender offer. OSI, headquartered in Folsom, Calif., with more than 400 employees worldwide and an installed base of over 120 customers, designs, develops and markets OSS software that integrates and manages the provision of communications services in today's large-scale, multi-vendor network environments. The acquisition of OSI is expected to enhance Agilent's solution portfolio with key technologies and industry-leading expertise, and will augment its already broad worldwide customer base and industry presence. With the OSI acquisition Agilent will be able to immediately meet the needs of service providers deploying 3G wireless, optical, broadband Internet Protocol (IP) and voice-over-packet networks and services. In the OSS market, Agilent is the market leader in Signaling System 7 (SS7) management. SS7 is the protocol that enables end-to-end communications services. Agilent also provides leading-edge Internet service-level agreement (SLA), eCommerce management software and optical-network management solutions. Agilent has OSS systems installed with most of the world's largest service providers. About OSI OSI (www.osi.com) is a leading provider of advanced software solutions that enable rapid time-to-market for eBusiness and communications providers worldwide to deliver dynamic, superior services. OSI has headquarters in Folsom, California, with offices worldwide. About Agilent Technologies Agilent Technologies Inc. (NYSE: A) is a diversified technology company with approximately 47,000 employees serving customers in more than 120 countries. Agilent is a global leader in designing and manufacturing test, measurement and monitoring instruments, systems and solutions, and semiconductor and optical components. In fiscal year 2000, Agilent had net revenue of $10.8 billion. The company serves markets that include communications, electronics, life sciences and healthcare. Information about Agilent Technologies can be found on the Web at www.agilent.com. This news release contains forward-looking statements, including without limitation statements relating to anticipated enhancements to Agilent's solution portfolio and potential expansion of industry presence, that involve risks and uncertainties that could cause results of Agilent Technologies to differ materially from management's current expectations. These risks are detailed in Agilent's Annual Report on Form 10-K for the year ended October 31, 1999, and its Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, as filed with the Securities and Exchange Commission. # # # -2- -----END PRIVACY-ENHANCED MESSAGE-----