SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to
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)

D. Craig Nordlund, Esq.
Marie Oh Huber, Esq.
Bridget Logterman, Esq.
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:
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*	Amount of Filing Fee
$154,092,334		$12,466.07**

*   Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 44,313,711 shares of common stock of Agilent Technologies, Inc. having an aggregate value of $154,092,334 as of May 14, 2003 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $80.90 for each $1,000,000 of the value of the transaction.

** Previously Paid.

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

o 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 Amendment No. 2 amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Agilent Technologies, Inc., a Delaware corporation (“Agilent” or the “Company”), with the Securities and Exchange Commission on May 20, 2003 relating to the offer by the Company to exchange (the “Option Exchange”) options to purchase an aggregate of 44,313,711 shares of the Company’s common stock, whether vested or unvested, that have been granted under its 1999 Stock Plan, as amended and restated, with exercise prices greater than $25.00 per share (the “Eligible Options”) and that are held by eligible employees. These Eligible Options may be exchanged for new options that will be granted under the Company’s 1999 Stock Plan, as amended and restated (the “New Options”), upon the terms and subject to the conditions set forth in (i) the Offer to Exchange, dated May 20, 2003 (the “Offer to Exchange”), (ii) the Option Exchange website pages, and (iii) the Election Agreement. These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents” and are attached to this Schedule TO as Exhibits (a)(1)(a) through (a)(1)(c), respectively. An “eligible employee” refers to all persons who are employees hired on or before 5:00 p.m., Pacific Time, on May 20, 2003, and who receive pay as regular employees of Agilent or one of its subsidiaries in Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Denmark, Finland, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, Korea, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Philippines, Puerto Rico, Russia, Singapore, Spain, Sweden, Switzerland, Taiwan, Thailand, the United Kingdom, the United States or Venezuela, and remain employees through the date on which the New Options are granted, except members of the Company’s Board of Directors and the Company’s executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     This Amendment No. 2 is made to amend a previously-filed exhibit and to attach a new exhibit regarding communications that we are making to potential offerees.

     Exhibit (a)(1)(j) is hereby amended to add the phrase “, including but not limited to Workforce Management,” to the last sentence of paragraph 2. Exhibit (a)(1)(j) is hereby also amended to add the following paragraph 3, “If you are employed in Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela, you must submit a signed Election Agreement to Mellon Investor Services. This signed form must be received by June 18th at 5 p.m. Pacific Time in order for your election to be valid. To verify that Mellon has received your form, check the Mellon web site at http://www.corporate-action.net/Agilent or call Mellon at the number listed below. Employees in all other countries are not required to submit signed Election Agreements and may complete their elections online.”

     Exhibit (a)(i)(q) is added to reflect a new form of communication to be used regarding additional workforce reductions.

     This Amendment No. 2 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

2

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	AGILENT TECHNOLOGIES, INC
	/s/ D. Craig Nordlund
	D. Craig Nordlund    Senior Vice President, General Counsel    and Secretary
Date: June 11, 2003

3

INDEX TO EXHIBITS

Exhibit
Number	Description
(a)(1)(a)*	Offer to Exchange Outstanding Options Under Our 1999 Stock Plan for New Options, dated May 20, 2003.
(a)(1)(b)*	Option Exchange website pages.
(a)(1)(c)*	Forms of Election Agreements.
(a)(1)(d)*	Form of Cover letter for paper election packets.
(a)(1)(e)*	Form of Promise to Grant Stock Option and No Election Confirmation Message.
(a)(1)(f)*	Human resources manager communication for use on or after May 20, 2003.
(a)(1)(g)*	Forms of PIN notification for eligible employees.
(a)(1)(h)*	May 20, 2003 e-mail communications to employees.
(a)(1)(i)*	May 20, 2003 manager training slide set.
(a)(1)(j)	Option Exchange reminder e-mail communication to employees.
(a)(1)(k)*	Supplementary Australia document.
(a)(1)(l)*	Supplementary Belgium document.
(a)(1)(m)*	Supplementary Japan document.
(a)(1)(n)*	Mellon Investor Services LLC Auto Attendant Recorded U.S. Phone Line.
(a)(1)(o)*	Supplementary New Zealand letter.
(a)(1)(p)*	Communication to employees notified of Work Force Management.
(a)(1)(q)	Form of communication regarding additional Workforce Management.
(b)	Not applicable.
(d)(1)*	Agilent 1999 Stock Plan, as amended and restated, and Amendment No. 1 and Amendment No. 2 thereto.
(d)(2)*	Forms of stock option agreement for Agilent 1999 Stock Plan, as amended and restated, and as amended by Amendment No. 1.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(1)(J) 3 f86572a2exv99wxayx1yxjy.htm EXHIBIT (A)(1)(J)

Exhibit (a)(1)(j)

June 18 is deadline for Stock Option Exchange Program participation

On May 20, Agilent announced the beginning of the Stock Option Exchange Program. As a reminder to all Agilent employees who hold eligible options, the last time to make, change or withdraw your election is June 18 at 5 p.m. Pacific Time. Agilent will cancel all stock options elected for exchange shortly thereafter. The program is completely voluntary. Participation is not required.

The new stock options will have an exercise price equal to the fair market value of Agilent common stock on the new grant date, which is expected to be December 22, 2003, except in France. In order to receive the new options, employees must be employed by Agilent continuously through the new grant date. If an employee elects to exchange any options and is not employed with Agilent for any reason, including but not limited to Workforce Management, at the time the new options are granted, the employee will not receive any new options, cancelled options will not be reinstated and cash compensation will not be given in lieu of new options.

If you are employed in Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela, you must submit a signed Election Agreement to Mellon Investor Services. This signed form must be received by June 18th at 5 p.m. Pacific Time in order for your election to be valid. To verify that Mellon has received your form, check the Mellon web site at http://www.corporate-action.net/Agilent or call Mellon at the number listed below. Employees in all other countries are not required to submit signed Election Agreements and may complete their elections online.

For slides and questions and answers that provide more information about the program, visit the Agilent stock option Web site at http://stockoptions.corporate.agilent.com.

This notice does not constitute the offer to exchange. Agilent has provided eligible option holders with written materials explaining the precise terms and timing of the offer to exchange. Eligible option holders should read these written materials carefully because they contain important information about the program. These materials and other documents filed by Agilent with the U.S. Securities and Exchange Commission (SEC) can be obtained free of charge from the SEC’s Web site at http://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 by contacting Mellon Investor Services at 1-888-778-1312 (toll-free from within the United States) or 201-329-8467 (from outside the United States, at no charge to the caller).

EX-99.(A)(1)(Q) 4 f86572a2exv99wxayx1yxqy.htm EXHIBIT (A)(1)(Q)

Exhibit (a)(1)(q)

FORM OF COMMUNICATION REGARDING
ADDITIONAL WORKFORCE MANAGEMENT

TO:     [Affected Group]

SUBJECT:     Potential Workforce Management and the Stock Option Exchange Program

*****

On [date] [name] announced the likelihood of additional workforce reductions in all parts of [affected group], in addition to the reductions already in progress that [group] announced earlier this year. The goal is to notify employees in the U.S. about their status as soon as possible. Outside the U.S., [group] HR representatives will plan the appropriate actions and timeline according to local laws and procedures.

While it is not possible to predict the extent of the workforce reductions for any particular group, employees should consider the implications of these further reductions and plan accordingly, especially with regard to the treatment of stock options they may hold.

The new stock options will have an exercise price equal to the fair market value of Agilent common stock on the new grant date (except in France and Italy, where the exercise price may vary), which is expected to be December 22, 2003, except in France. In order to receive the new options, employees must be employed by Agilent continuously through the new grant date. If an employee elects to exchange any options and is not employed with Agilent for any reason, including but not limited to Workforce Management, at the time the new options are granted, the employee will not receive any new options, cancelled options will not be reinstated and cash compensation will not be given in lieu of new options.

For details, see the Questions and Answers section on the Stock Option Exchange Program at:

http://stockoptions.corporate.agilent.com/SOExchange.htm

Questions 22, 39 and 40 are particularly important to review.

Q22.     Are there circumstances under which you would not be granted new options after the six months and 1 day period has passed?

A22.     Yes. If, for any reason, you are no longer an employee of us or one of our subsidiaries on the new option grant date, you will not receive any new options. Unless otherwise provided by the applicable laws of a non-U.S. jurisdiction or your employment contract (if any), your employment with us or one of our subsidiaries will remain “at-will” regardless of your participation in the offer to exchange. (See Section 1)

Your new options will be granted at least six months and one day after the cancellation date. If, for any reason, including but not limited to, voluntary termination, involuntary termination, divestiture, Workforce Management, death, total and permanent disability or retirement due to age, you do not remain continuously employed by us or one of our subsidiaries through the new option grant date, you will not receive any new option or other compensation in exchange for the eligible options that you tendered and that Agilent accepted for exchange and subsequently cancelled. Accordingly, you will forfeit all options that you elected to exchange.
Moreover, even if we accept your options, we will not grant new options to you if we are prohibited from doing so by applicable law. For example, we could become prohibited from granting new options as a result of changes in the U.S. SEC rules, regulations or policies, listing requirements of the New York Stock Exchange or the laws of a non-U.S. jurisdiction. We do not currently anticipate any such prohibitions. (See Section 13)

Q39.      What happens if you receive a Workforce Management notice before June 18th?

A39.     If you receive a Workforce Management notice before June 18th you may want to revisit your stock option exchange election. You can change your elections or withdraw from the program up until June 18th at 5 p.m. Pacific Time. If your options are cancelled under the program, they cannot be reinstated. If, for any reason including, but not limited to, voluntary termination, involuntary termination, divestiture, Workforce Management, death, total and permanent disability, or retirement due to age, you do not remain continuously employed by us or one of our subsidiaries or a successor entity through the new option grant date, you will not receive any new options or other compensation in exchange for the eligible options that you tendered and that we accepted for exchange and subsequently cancelled.

Q40.      What happens if you receive a workforce management notice after June 18th, but before the new grants are issued on December 22, 2003 or January 7, 2004 in France?

A40.     The answer depends on your scheduled termination date. If you elect to participate in the stock option exchange program, and we accept your tendered options, those options will be cancelled. Once cancelled, they cannot be reinstated. If you subsequently receive a workforce management notice after your options have been cancelled, you will lose all rights to those options, if for any reason including, but not limited to, voluntary termination, involuntary termination, divestiture, Workforce Management, death, total and permanent disability, or retirement due to age, you do not remain continuously employed by us or one of our subsidiaries or a successor entity through the new option grant date, you will not receive any new options or other compensation in exchange for the eligible options that you tendered and that we accepted for exchange and subsequently cancelled. Please consider this risk carefully. If you are

continuously employed with Agilent through the new option grant date, you will receive new option grants for those options you elected to exchange.

This notice does not constitute the offer to exchange. Agilent has provided eligible option holders with written materials explaining the precise terms and timing of the offer to exchange. Eligible option holders should read these written materials carefully because they contain important information about the program. These materials and other documents filed by Agilent with the U.S. Securities and Exchange Commission (SEC) can be obtained free of charge from the SEC’s Web site at http://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 by contacting Mellon Investor Services at 1-888-778-1312 (toll-free from within the United States) or 201-329-8467 (from outside the United States, at no charge to the caller).

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EX-99.(A)(1)(J)

Exhibit (a)(1)(j)

EX-99.(A)(1)(Q)

Exhibit (a)(1)(q)