As filed with the Securities and Exchange Commission on October 1, 2020

Registration No. 333-            

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

77-0518772

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

5301 Stevens Creek Blvd.

Santa Clara, CA 95051

(Address, including zip code, of principal executive offices)

AGILENT TECHNOLOGIES, INC. 2020 Employee Stock Purchase Plan

(Full title of the plan)

 

Michael R. McMullen

Director, President and Chief Executive Officer

Agilent Technologies, Inc.

5301 Stevens Creek Blvd.

Santa Clara, CA 95051

(800) 227-9770

(Name, address, and telephone number, including area code, of agent for service)

 

Copies to:

Michael Tang, Esq.

P. Diana Chiu, Esq.

Agilent Technologies, Inc.

5301 Stevens Creek Blvd.

Santa Clara, CA 95051

(800) 227-9770

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

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

Title of Securities to be Registered

Amount

to be

Registered(1)(2)

Proposed Maximum

Offering Price

Per Share

Proposed Maximum

Aggregate

Offering Price

Amount of

Registration Fee(4)

Common Stock, $0.01 par value

 

 

 

 

2020 Employee Stock Purchase Plan

25,000,000

$84.09 (3)

$2,102,250,000

$229,355.48

(1)

Agilent Technologies, Inc. (“Agilent”) is filing this Registration Statement to register the issuance of 25,000,000 shares of Agilent common stock, par value $0.01 per share (“Common Stock”) authorized for issuance under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2020 ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of the outstanding shares of Agilent’s Common Stock.

(3)

Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the filing fee on the basis of 85% of $98.93 per share, which represents the average of the high and low prices for a share of Common Stock reported on the New York Stock Exchange on September 28, 2020. Pursuant to the 2020 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of Common Stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.

(4)

Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be $109.10 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered.

 

 


PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents by Reference.

 

The following documents are incorporated by reference in this Registration Statement:

 

 

(a)

Agilent’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed with the Commission on December 19, 2019, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b)

Agilent’s Definitive Proxy Statement for Agilent’s 2020 Annual Meeting of Stockholders (filed February 6, 2020), to the extent specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed with the Commission on December 19, 2019;

 

(c)

Agilent’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2020, filed with the Commission on March 3, 2020; April 30, 2020, filed with the Commission on June 1, 2020; and July 31, 2020, filed with the Commission on September 1, 2020;

 

(d)

Agilent’s Current Reports on Form 8-K, filed with the Commission on January 23, 2020, March 18, 2020, April 20, 2020, June 2, 2020 and June 4, 2020, except any report or portion of a report that is not deemed filed shall not be incorporated by reference into this Registration Statement; and

 

(e)

The description of Agilent’s Common Stock contained in Agilent’s Registration Statement on Form 8-A filed with the Commission on May 17, 2000, including any amendment or report filed for the purpose of updating such description.

 

All documents filed by Agilent subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (but this shall not include any document that is merely furnished to the Commission). Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5.Interests of Named Experts and Counsel.

 

As of October 1, 2020, Michael Tang, who is issuing the opinion regarding the legality of Agilent’s Common Stock offered hereby, is Senior Vice President, General Counsel and Secretary of Agilent. Mr. Tang owns Common Stock and performance units of Agilent and holds employee stock options to purchase Common Stock of Agilent.

 

Item 8.Exhibits.

 

____________

*Filed herewith.

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Agilent Technologies, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, United States on this 1st day of October, 2020.

 

 

AGILENT TECHNOLOGIES, INC.

 

/s/ Michael R. McMullen

 

Michael R. McMullen

 

Chief Executive Officer and President

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Tang and P. Diana Chiu, jointly and severally his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. The following persons executed this power of attorney in the capacities and on the dates indicated below.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

  

Signature

 

Title

 

Date

 

 

 

 

 

/s/ MICHAEL R. MCMULLEN

 

 

 

 

Michael R. McMullen

 

Director, President and Chief Executive Officer (Principal Executive Officer)

 

October 1, 2020

 

 

 

 

 

/s/ ROBERT W. MCMAHON

 

 

 

 

Robert W. McMahon

 

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

 

October 1, 2020

 

 

 

 

 

/s/ RODNEY GONSALVES

 

 

 

 

Rodney Gonsalves

 

Vice President, Corporate Controllership (Principal Accounting Officer)

 

October 1, 2020

 

 

 

 

 

/s/ KOH BOON HWEE

 

Chairman of the Board of Directors

 

October 1, 2020

Koh Boon Hwee

 

 

 

 

 

 

 

 

 

/s/ MALA ANAND

 

Director

 

October 1, 2020

Mala Anand

 

 

 

 

 

 

 

 

 

/s/ HANS E. BISHOP

 

Director

 

October 1, 2020

Hans E. Bishop

 

 

 

 

 

 

 

 

 

/s/ PAUL N. CLARK

 

Director

 

October 1, 2020

Paul N. Clark

 

 

 

 

 

 

 

 

 

/s/ HEIDI KUNZ

 

Director

 

October 1, 2020

Heidi Kunz

 

 

 

 

 

 

 

 

 

/s/ DANIEL K. PODOLSKY, M.D.

 

Director

 

October 1, 2020

Daniel K. Podolsky, M.D.

 

 

 

 

 

 

 

 

 

/s/ SUE H. RATAJ

 

Director

 

October 1, 2020

Sue H. Rataj

 

 

 

 

 

 

 

 

 

/s/ GEORGE A. SCANGOS, PhD

 

Director

 

October 1, 2020

George A. Scangos, PhD

 

 

 

 

 

 

 

 

 

/s/ DOW R. WILSON

 

Director

 

October 1, 2020

Dow R. Wilson

 

 

 

 

 

 

 

 

 

/s/ TADATAKA YAMADA, M.D.

 

Director

 

October 1, 2020

Tadataka Yamada, M.D.

 

 

 

 

 

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