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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/18/14 Keysight Technologies, Inc. 10-12B/A 2:3.1M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: 10-12B/A Amendment to Registration of Securities (General HTML 38K
Form)
2: EX-99.1 Miscellaneous Exhibit HTML 2.06M
As filed with the Securities and Exchange Commission on April 18, 2014
File No. 001-36334
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Keysight Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
46-4254555 (I.R.S. employer identification number) |
|
1400 Fountaingrove Parkway Santa Rosa, CA (Address of principal executive offices) |
95403 (Zip code) |
(877) 424-4536
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act
| Title of each class to be so registered | Name of each exchange on which each class is to be registered |
|
|---|---|---|
| Common stock, par value $0.01 per share |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) |
Smaller reporting company o |
KEYSIGHT TECHNOLOGIES, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
This Registration Statement on Form 10 incorporates by reference information contained in the information statement filed herewith as Exhibit 99.1. The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement.
The information required by this item is contained under the sections of the information statement entitled "Information Statement Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Certain Relationships and Related Person Transactions" and "Where You Can Find More Information." Those sections are incorporated herein by reference.
The information required by this item is contained under the section of the information statement entitled "Risk Factors." That section is incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Those sections are incorporated herein by reference.
The information required by this item is contained under the section of the information statement entitled "Business—Properties." That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled "Security Ownership of Certain Beneficial Owners and Management." That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled "Management." That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled "Executive Compensation Discussion and Analysis" and "Management—Compensation Committee Interlocks and Insider Participation." Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections of the information statement entitled "Management" and "Certain Relationships and Related Person Transactions." Those sections are incorporated herein by reference.
The information required by this item is contained under the section of the information statement entitled "Business—Legal Proceedings." That section is incorporated herein by reference.
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "Capitalization," "The Separation and Distribution" and "Description of Keysight's Capital Stock." Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the sections of the information statement entitled "Description of Material Indebtedness" and "Description of Keysight's Capital Stock—Sale of Unregistered Securities." Those sections are incorporated herein by reference.
Item 11. Description of Registrant's Securities to Be Registered.
The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "The Separation and Distribution" and "Description of Keysight's Capital Stock." Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled "Description of Keysight's Capital Stock—Limitations on Liability, Indemnification of Officers and Directors, and Insurance." That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled "Index to Financial Statements" and the financial statements referenced therein. That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled "Index to Financial Statements" and the financial statements referenced therein. That section is incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
| Exhibit Number |
Exhibit Description | ||
|---|---|---|---|
| 2.1 | Form of Separation and Distribution Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.* | ||
| 3.2 | Form of Amended and Restated Bylaws of Keysight Technologies, Inc.* | ||
| 10.1 | Form of Transition Services Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 10.2 | Form of Tax Matters Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 10.3 | Form of Employee Matters Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 10.4 | Form of Intellectual Property Matters Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 10.5 | Form of Manufacturing Trademark License Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 10.6 | Form of Real Estate Matters Agreement by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.* | ||
| 21.1 | Subsidiaries of Keysight Technologies, Inc.* | ||
| 99.1 | Information Statement of Keysight Technologies, Inc., preliminary and subject to completion, dated April 18, 2014** | ||
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
KEYSIGHT TECHNOLOGIES, INC. | |||||
|
By: |
|||||
|
Name: | Ronald S. Nersesian | ||||
|
Title: | President and Chief Executive Officer | ||||
Date: April 18, 2014
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/14 | None on these Dates | ||
| List all Filings | ||||