As filed with the Securities and Exchange Commission on September 3, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0518772
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5301 Stevens Creek Boulevard
Santa Clara, California 95051
(408) 345-8886
(Address, including zip code, and telephone number, including area code, of the registrants principal executive offices)
Michael R. McMullen
Director, President and Chief Executive Officer
5301 Stevens Creek Boulevard
Santa Clara, California 95051
(408) 345-8886
(Name, address, including zip code, and telephone number, including area code, of the registrants agent for service)
Copies to:
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Michael Tang, Esq.
P. Diana Chiu, Esq.
Liang
Dong, Esq.
Agilent Technologies, Inc.
5301 Stevens Creek Boulevard
Santa Clara, California 95051
(408) 345-8886
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Sarah Ashfaq, Esq.
James P.C. Barri, Esq.
Goodwin Procter LLP
The New
York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 813-8800
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Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Debt securities
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(1)
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(1)
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(1)
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(1)
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Total
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(1)
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An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this
registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is excluding this information in reliance on Rule 456(b) and Rule 457(r).
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