Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported) November 11, 2004

 

 

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-15405   77-0518772

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

395 Page Mill Road, Palo Alto, California 94306

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (650) 752-5000

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02 Results of Operations and Financial Condition

 

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

On November 11, 2004, Agilent Technologies, Inc. (the “Company”) issued its press release announcing financial results for the three months ended October 31, 2004. A copy of this press release is attached as Exhibit 99.1.

 

We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates management’s internal comparisons to the company’s historical operating results and comparisons to competitors’ operating results. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.

 

This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the company’s earnings and earnings per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.

Item 8.01 Other Events

 

The Company grants various awards to its executive officers under the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated (the “Plan”). Forms of Award Agreements under the Plan are attached hereto as exhibits and are hereby incorporated by reference. The Company also grants stock options to its directors under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan, as amended and restated (the “Director Plan”). A form of agreement under the Director Plan is attached hereto as an exhibit and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

The following are filed as exhibits to this report:

 

10.1: Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.

 

10.2: Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.

 

10.3: Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.

 

The following is furnished as an exhibit to this report, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

 

99.1 Press release announcing financial results for three months ended October 31, 2004.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AGILENT TECHNOLOGIES, INC.

By:  

/s/    Marie Oh Huber

Name:

   Marie Oh Huber
Title:   Vice President, Assistant Secretary and
    Assistant General Counsel

 

Date: November 12, 2004

EXHIBIT INDEX

 

Exhibit No.
  

Description

10.1   Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.
10.2   Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.
10.3   Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.
99.1   Press release announcing financial results for three months ended October 31, 2004.