SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

AGILENT TECHNOLOGIES, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities) 00846U-10-1
(CUSIP Number of Class of Securities of Underlying Common Stock) Edward W. Barnholt
President and Chief Executive Officer
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, California 94306
(650) 752-5000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:

D. Craig Nordlund, Esq.
Marie Oh Huber, Esq.
Bridget Logterman, Esq.
395 Page Mill Road
Palo Alto, California 94306
(650) 752-5000 Aaron J. Alter, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*
Not applicable Amount of Filing Fee*
Not applicable

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

o 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: Not applicable	Filing party: Not applicable.
Form or Registration No.: Not applicable	Date filed: Not applicable.

x 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:
      o third party tender offer subject to Rule 14d-1.
      x issuer tender offer subject to Rule 13e-4.
      o going-private transaction subject to Rule 13e-3.
      o 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:  o

This schedule and the attached exhibits (the “Materials”) relate to the amendment to Agilent Technologies, Inc.’s (“Agilent”) 1999 Stock Plan to permit Agilent to undertake an exchange offer pursuant to which holders of certain options to purchase a maximum of 47,483,800 shares of Agilent’s Common Stock could elect to cancel such options in exchange for the grant of replacement options to purchase between 0.25 and 1.0 shares of Agilent Common Stock for each cancelled option, depending upon the grant date and exercise price of the cancelled option (the “Exchange”).

     These Materials do not constitute an offer to holders of options to purchase Agilent common stock to exchange their options. The Exchange may be commenced at such time as determined in the discretion of Agilent’s Compensation Committee, which may also choose not to implement the Exchange. If the Exchange is commenced, Agilent will provide option holders who are eligible to participate in the Exchange with written materials explaining the precise terms and timing of the Exchange. Persons who are eligible to participate in the Exchange should read these written materials carefully when they become available because they will contain important information about the Exchange. Agilent will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the Exchange. Agilent stockholders and option holders will be able to obtain these written materials and other documents filed by Agilent with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

ITEM 12. EXHIBITS.

EXHIBIT
NUMBER	DESCRIPTION
99.1	May 6, 2003 e-mail communication to employees announcing the intent to offer the Exchange in May 2003.
99.2	E-mail communication to Human Resources Managers.

EX-99.1 3 f86572t3exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Stock Option Exchange Program Planned for May

In March, Agilent’s stockholders approved Agilent’s proposal to offer a one-time Stock Option Exchange Program to its employees.

In late May, Agilent plans to offer this program to employees who hold eligible stock options with exercise prices greater than $25. The program will be announced via InfoSpark. Once announced, the offer period will last for 20 business days. Due to strict U.S. Securities and Exchange Commission (SEC) regulations, Agilent cannot communicate more details to you at this time. Details about the program, including how to make elections, will be communicated via Agilent e-mail at the time the program is announced.

Hard copy packets will be delivered to those employees who do not have an Agilent e-mail address or who are on a leave of absence from the company. If you believe that you hold eligible options and will not have access to your e-mail in late May for longer than two weeks, send an e-mail to Agilent’s Shareholder Records at stock_options@agilent.com. If appropriate, Shareholder Records will arrange an alternate means of delivery.

To review slides and frequently asked questions that were provided at the time the program was proposed to stockholders, visit the Agilent stock option web site at http://stockoptions.corporate.agilent.com.

The Agilent Stock Option Exchange Program referred to in this communication has not yet begun. If Agilent implements the stock option exchange, it will provide eligible option holders with written materials explaining the precise terms and timing of the exchange offer. Eligible option holders should read these written materials carefully because they will contain important information about the program. These materials and other documents filed by Agilent with the SEC can be obtained free of charge from the SEC’s Web site at www.sec.gov. The option exchange program is subject to securities regulation in most countries and will not be offered in any country until Agilent complies with all regulations and receives requisite government approvals. Agilent option holders may obtain a written copy of the tender offer statement, when available, by contacting Shareholder Records at Agilent Technologies Inc., 395 Page Mill Road, MS A3-18, Palo Alto, CA 94306.

EX-99.2 4 f86572t3exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

WORKFORCE MANAGEMENT / STOCK OPTION EXCHANGE

Business need should be the driver in determining the timing for delivering workforce management termination notices and setting termination dates. The selection of notification and termination dates should not be driven by the proposed timing for the stock option exchange. There is no general “blackout” on workforce management notifications or terminations as a consequence of the stock option exchange.

An employee who is terminated pursuant to the workforce management program will have the vesting on his or her unvested stock options accelerated and will receive a three-month post-termination exercise period for all stock options.

Employees who elect to participate in the stock option exchange and whose options are cancelled pursuant to the exchange and who are not employed on the new grant date (anticipated to be in late December, 2003, except in France) will not receive a grant of new stock options nor will they receive any compensation in lieu of their cancelled options.

The Company anticipates that a date in the mid to latter half of June, 2003, will be the last date for elections, changes to elections and/or withdrawal from the stock option exchange program. Accordingly, you should make every reasonable effort to notify employees prior to mid-June, 2003 of plans to terminate their employment.

     Although Agilent cannot advise employees on whether or not to participate in the stock option exchange (due to SEC regulations), employees who receive termination notifications prior to the end of the offer period in mid to late June, 2003, should be reminded of the consequences of electing to participate in the exchange if they will not be an eligible employee on the new grant date expected to be in late December, 2003.

The Agilent Stock Option Exchange Program referred to in this communication has not yet begun. If Agilent implements the stock option exchange, it will provide eligible option holders with written materials explaining the precise terms and timing of the exchange offer. Eligible option holders should read these written materials carefully because they will contain important information about the program. These materials and other documents filed by Agilent with the SEC can be obtained free of charge from the SEC’s Web site at www.sec.gov. The option exchange program is subject to securities regulation in most countries and will not be offered in any country until Agilent complies with all regulations and receives requisite government approvals. Agilent option holders may obtain a written copy of the tender offer statement, when available, by contacting Shareholder Records at Agilent Technologies Inc., 395 Page Mill Road, MS A3-18, Palo Alto, CA 94306.

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EX-99.1

Agilent Technologies, Inc., Exhibit 99.1

EX-99.2

Agilent Technologies, Inc., Exhibit 99.2