キーサイト・テクノロジーズ・インク 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | キーサイト・テクノロジーズ・インク |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
キーサイト・テクノロジーズ・インク(E31452)
外国会社臨時報告書
え
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 2023 年４月 25 日
キーサイト・テクノロジーズ・インク
【会社名】
(Keysight Technologies, Inc.)
【代表者の役職氏名】 シニア・バイス・プレジデント、法律顧問兼秘書役
ジェフリー・ K ・リー
(Jeffrey K. Li, Senior Vice President, General Counsel and
Secretary)
【本店の所在の場所】 アメリカ合衆国カリフォルニア州 95403 、サンタローザ、
ファウンテングローブ・パークウェイ 1400
(1400 Fountaingrove Parkway, Santa Rosa,
CA 95403, U.S.A.)
【代理人の氏名又は名称】 弁護士 松 添 聖 史
【代理人の住所又は所在地】 東京都港区六本木一丁目９番 10 号
アークヒルズ仙石山森タワー 28 階
ベーカー＆マッケンジー法律事務所 ( 外国法共同事業 )
【電話番号】 (03)6271-9900
【事務連絡者氏名】 弁護士 谷 田 部 耕 介
【連絡場所】 東京都港区六本木一丁目９番 10 号
アークヒルズ仙石山森タワー 28 階
ベーカー＆マッケンジー法律事務所 ( 外国法共同事業 )
【電話番号】 (03)6271-9900
【縦覧に供する場所】 なし
注 (1) 別段の記載がある場合を除き、本書に記載の「米ドル」及び「ドル」はアメリカ合衆国ドルを指す。本書におい
て便宜上記載されている日本円への換算は、１米ドル＝ 133.15 円の換算率（ 2023 年４月３日現在の株式会社三菱 UFJ
銀行の対顧客電信直物売買相場仲値）により換算されている。
注 (2) 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しない。
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EDINET提出書類
キーサイト・テクノロジーズ・インク(E31452)
外国会社臨時報告書
え
１【提出理由】
2023 年４月１日、 キーサイト・テクノロジーズ・インク （以下「当社」という。）は、 キーサイト・テク
ノロジーズ・インク・ 従業員株式購入プラン（以下「本プラン」という。）に基づき、本邦以外の地域にお
いて、当社または当社指定の関連会社に所属し本プランに参加する適格性を有する従業員（以下「適格従業
員」という。）に対し、当社普通株式を割引価格にて購入する権利である新株予約権証券（以下「本新株予
約権」という。）の募集に関する申込を開始した。本プランの購入期間の開始日である 2023 年５月１日を
もって、本新株予約権は、本邦以外における 14,688 名の適格従業員に対し付与される。本プランは、 2014 年
７月 16 日開催の当社取締役会（以下「取締役会」という。）決議により採択され、 2014 年 11 月１日より発効
した。
このため、当社は金融商品取引法第 24 条の５第４項及び企業内容等の開示に関する内閣府令第 19 条第２項
第１号の規定に基づき、本臨時報告書を提出するものである。
別途注記のない限り、本書に定義のない大文字で始まる用語は本プランに定める意味を有する。
２【報告内容】
(1) Type of Securities :
Stock Purchase Rights of the Compan y, which represent Moving Strike Price Stock Options.
(2) Description of Stock Purchase Rights, etc. :
(a) Estimated Number of Shares Subject to Stock Purchase Rights Granted : 2,279,745
(Estimated number. The number of Stock Purchase Rights issued is equivalent to the number of shares
of the Company’s common stock subject to the Stock Purchase Rights .)
(N ote) As of the filing date of this Report, the amount of Contributions and the Purchase Price
applicable to the six-month purchase period (May 1, 2023 through October 31, 2023 ), which shall be
85% of the Fair Market Value per share of Common Stock on the Purchase Date on which the
Common Stock is purchased (October 31, 2023) has not yet been determined, and therefore, assuming
that all Eligible Employees participate in the Plan and contribute the maximum amount of
Contributions (US$ 21,250) to purchase shares with an aggregate fair market value of US$ 25,000 per
person, the estimated maximum amount of Contributions during such purchase period shall be US$
312,120,000 (JPY 41,558,778,000 ). For convenience, a ssuming that the closing price of the Company’
s Common Stock on April 3, 2023 is used as the Purchase Price , the “Number of Stock Purchase
Rights Issued” shall be calculated by dividing the above estimated maximum amount of Contributions
by 85% (US$136.91 (JPY18,230 )) of the closing price of the Company’s Common Stock as reported on
the N ew Y ork S tock E xchange ("NYSE") on April 3, 2023 (US$$161.07 (JPY 21,446 )).
(b) Issue Price (per Stock Purchase Right): US$ 0
(c) Total Issue Price : US$ 0
(d) Type, Description and Number of Shares subject to Stock Purchase Rights :
1. Type of shares to be used for Stock Purchase Rights :
Registered form, par value (US $ 0.01) Common Stock of Keysight Technologies, Inc.
(N ote) Common stock issued hereunder will be newly issued shares or treasury shares .
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(N ote) If there is any increase or decrease in the number of outstanding shares of Common Stock
or other change affecting the shares of Common Stock or their value because of a stock split, stock
dividend, other distribution (whether in the form of cash, shares of Common Stock, other securities
or other property) other than a regular cash dividend, combination or other recapitalization of
shares subject to options, the Board will, in such manner as it may deem equitable, make such
proportional adjustments to (i) the number, class of Common Stock and kind of securities and the
Purchase Price per share covered by each Stock Purchase Right under the Plan that has not yet
been exercised; (ii) the maximum number and class of shares of Common Stock and kind of
securities that may be delivered under the Plan; and (iii) the numerical limits specified in Section 8
of the Plan.
2. Description of Shares :
i. Dividend Rights . The Board may from time to time declare, and the Company
may pay, dividends on its outstanding shares in the manner and upon the terms and conditions
provided by law and in the Company’s then-applicable Certificate of Incorporation.
ii. Liquidation Rights . Except as may otherwise be provided in the Amended and
Restated Certificate of Incorporation, in a Preferred Stock Designation (as defined below and
in the Certificate of Incorporation), or as required by law, the holders of outstanding shares of
Common Stock shall have the right to vote on all questions to the exclusion of all other
stockholders, each holder of record of Common Stock being entitled to one vote for each
share of Common Stock standing in the name of the stockholder on the books of the
Company.
iii. Redemption . Except as may otherwise be provided in the Amended and
Restated Certificate of Incorporation, in a Preferred Stock Designation (as defined below and
in the Certificate of Incorporation), or as required by law, the holders of outstanding shares of
Common Stock shall have the right to vote on all questions to the exclusion of all other
stockholders, each holder of record of Common Stock being entitled to one vote for each
share of Common Stock standing in the name of the stockholder on the books of the
Company.
iv. Voting Rights . Except as may otherwise be provided in the Amended and
Restated Certificate of Incorporation, in a Preferred Stock Designation (as defined below and
in the Certificate of Incorporation), or as required by law, the holders of outstanding shares of
Common Stock shall have the right to vote on all questions to the exclusion of all other
stockholders, each holder of record of Common Stock being entitled to one vote for each
share of Common Stock standing in the name of the stockholder on the books of the
Company.
3. Number of shares to be used for Stock Purchase Rights :
The number of shares to be issued upon exercise of outstanding Stock Purchase Rights will be
the number of whole shares obtained by dividing the amount collected from the Participant
through Contributions during each Purchase Period by the Purchase Price in effect for that
purchase period, subject to the limitation that no Participant may purchase shares valued in
excess of US$ 25,000 (calculated as of the first day of each Offering Period).
2,279,745 shares in total, if all of the Stock Purchase Rights are exercised (estimated number).
(N ote) If there is any increase or decrease in the number of outstanding shares of Common Stock or
other change affecting the shares of Common Stock or their value because of a stock split,
stock dividend, other distribution (whether in the form of cash, shares of Common Stock,
other securities or other property) other than a regular cash dividend, combination or other
recapitalization of shares subject to options, the Board will, in such manner as it may deem
equitable, make such proportional adjustments to (i) the number, class of Common Stock and
kind of securities and the Purchase Price per share covered by each Stock Purchase Right
under the Plan that has not yet been exercise d ; (ii) the maximum number and class of shares
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キーサイト・テクノロジーズ・インク(E31452)
外国会社臨時報告書
of Common Stock and kind of securities that may be delivered under the Plan; and (iii) the
numerical limits specified in Section 8 of the Plan.
(N ote) On the Purchase Date, using the Participants’ Contributions accumulated during the
applicable Purchase Period, the Participants may purchase the Common Stock at the
Purchase Price, which shall be equal to 85% of the Fair Market Value per share on the
Purchase Date. Accordingly, as of the filing day of this Report, the “Number of Shares
subject to Stock Purchase Rights” has not yet been determined. Therefore, for convenience,
the above “Number of Shares subject to Stock Purchase Rights” is calculated by dividing the
estimated maximum amount of Contributions during the applicable Purchase Period
(assuming that all Participants participate in the Plan and had sufficient Compensation to
contribute the maximum amount of US$ 21,250 per year) (i.e., US$312,120,000
(JPY41,558,778,000 ) divided by 85% (US$136.91 (JPY 18,230 )) of the closing price of the
Common Stock as reported on the NYSE on April 3, 2023 (US$ 161.07 (JPY 21,446) ). See
above note under (2)(a)).
(e) Amount of Payment upon Exercise of Stock Purchase Rights:
US$ 136.91 (JPY 18,230) p er Stock Purchase Right.
Total Amount of Payment upon Exercise of Stock Purchase Rights : US$ 312,120,000( JPY
41,558,778,000 )
(N ote) If there is any increase or decrease in the number of outstanding shares of Common Stock or
other change affecting the shares of Common Stock or their value because of a stock split, stock
dividend, other distribution (whether in the form of cash, shares of Common Stock, other securities
or other property) other than a regular cash dividend, combination or other recapitalization of
shares subject to options, the Board will, in such manner as it may deem equitable, make such
proportional adjustments to (i) the number, class of Common Stock and kind of securities and the
Purchase Price per share covered by each Stock Purchase Right under the Plan that has not yet
been exercise d ; (ii) the maximum number and class of shares of Common Stock and kind of
securities that may be delivered under the Plan; and (iii) the numerical limits specified in Section 8
of the Plan.
(N ote) As stated above, since the “Amount of Payment upon Exercise of Stock Purchase Rights”
has not yet been determined (see above Note 3), 8 5% (US$ 136.91 (JPY 18,230 )) of the closing
price of the Company ’s Common Stock as reported on the NYSE on April 3, 2023 (US$ 161.07
(JPY 21,446 )) is inserted for convenience. The actual Purchase Price shall be equal to 8 5% of the
Fair Market Value of the Common Stock on the Purchase Date (October 31 , 2023 ). (See above
note under (2)(d)-3) .
(N ote) As stated above, since the amount of the Contributions has not yet been determined, the total
“Amount of Payment upon Exercise of Stock Purchase Rights” shall be determined, for
convenience, based on the estimate of the maximum Contributions by the Participants during the
Purchase Period (See above note under (2)(d)-3).
(f) Exercise Period of Stock Purchase Rights :
October 31, 2023
(N ote) The Stock Purchase Rights shall be automatically exercised on this day.
(g) Terms and Conditions of Stock Purchase Rights :
As described in the Plan.
(h) Amount to be Transferred into Capital (the issue price of shares if issued upon Exercise of Stock
Purchase Rights) :
US$ 0.01 (JPY 1) per share.
(i) Matters Relating to Transfer of Stock Purchase Rights :
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キーサイト・テクノロジーズ・インク(E31452)
外国会社臨時報告書
Not transferable.
(3) Method of Issuance of Stock Purchase Rights :
The Stock Purchase Rights are to be offered to 14,688 E ligible E mployees under the Plan who are
employed by the Company and one or more of its designated affiliates (outside Japan).
(4) Name of Underwriter or Person/Agent Making Secondary Offering
N ot A pplicable .
(5) Areas Where Offering or Secondary Offering Is Made (Outside Japan)
Austria , Australia, Belgium, Brazil, Canada, China, Denmark, Finland, France, Germany, Hong Kong,
India, Israel, Italy, Korea, Malaysia, Mexico, Netherlands, Romania, Singapore, Spain, Sweden,
Switzerland, Taiwan, United Kingdom, United States
(6) Use of Proceeds from the New Issuance of Shares
Amount of Proceeds :
US$ 312,120,000 (JPY41,558,778,000 )
(N ote) The amount of proceeds is the sum of the total issue price of the Stock Purchase Rights and the
amount of payment upon exercise of the Stock Purchase Rights, US$ 312,120,000 (JPY41,558,778,000),
net of US$ 0 (JPY 0) which is the approximate amount of various related expenses for the new issuance
of shares.
Use of Proceeds: The net proceeds realized from the exercise of Stock Purchase Rights
US$ 312,120,000 (JPY41,558,778,000 ) will be used as general working capital of the Company,
including, without limitation, for capital expenditure and payme nt of operational costs, but details of
specific items, the breakdown of the amount, and the timing of payment has not been determined and
will be determined according to the Company’s business needs.
(7) Date of Issuance
May 1, 2023
(8) Name of Securities Market to List on in Case of Listing the Securities
N ot A pplicable .
(9) Matters Relating to Moving Strike Price Stock Options (MSPSO)
(i) Nature of Moving Strike Price Stock Options
The relevant Stock Purchase Rights represent the right to purchase the Common Stock at the
Purchase Price, which shall be equal to 85% of the Fair Market Value per share on the Purchase
Date, using the Participant’s Contributions (but subject to the maximum purchase value per
calendar year of US$ 25,000 per person (calculated as of the first day of each Offering Period)).
The exact Purchase Price is unknown until the Purchase Date.
(1) Accordingly, if the stock price of the Common Stock declines, the Purchase Price of the
relevant Stock Purchase Rights declines as well, and thus the “Number of Shares subject to
Purchase Rights” will increase (but subject to the purchase limit of 5,000 shares per calendar year).
However, the amount of the Contributions is already fixed and will not change depending on the
stock price, unless the Participant reduces the amount of his or her Contributions or withdraws
from participation in the Plan, both as permitted under the Plan.
(2) The “Number of Shares subject to Stock Purchase Rights” is calculated by dividing the amount
of Contributions during the applicable offering/purchase period, by the Purchase Price which shall
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be equal to 85% of the Fair Market Value per share on the Purchase Date; provided, however, as
described below, the “Aggregate Amount of Payment upon Exercise of Stock Purchase Rights”
will not change depending on the stock price.
(3) The purpose of this Plan is to provide an opportunity for Employees to purchase Common
Stock and thereby have an additional incentive to contribute to the prosperity of the Company.
The participation in the Plan is voluntary, and the “Aggregate Amount of Payment upon Exercise
of Stock Purchase Rights” will be determined by the funds accumulated as Contributions at the
maximum rate of 10% of Compensation (but subject to the maximum purchase value per calendar
year of US$ 25,000 per person). Accordingly, minimum amount for such “Aggregate Amount of
Payment upon Exercise of Stock Purchase Rights” is not determined.
In addition, the maximum number of shares of Common Stock which may be issued worldwide
under the Plan in the aggregate shall not exceed seventy-five million (75,000,000) shares.
(4) The shares subject to the Stock Purchase Rights of each Participant shall be automatically
purchased on behalf of each Participant on each Purchase Date (after conversion into Dollars, if
necessary).
However, the Board (or Committee, as applicable) may terminate or suspend the Plan at any time
in its sole discretion.
Further, in the following cases, the Stock Purchase Rights shall be terminated and thus such Stock
Purchase Rights may not be exercised:
• A Participant withdraws from participation in the Plan during the offering/purchase period.
• A Participant ceases to remain an Employee while his/her Stock Purchase Right remains
outstanding.
If there is any increase or decrease in the number of outstanding shares of Common Stock or other
change affecting the shares of Common Stock or their value because of a stock split, stock
dividend, other distribution (whether in the form of cash, shares of Common Stock, other securities
or other property) other than a regular cash dividend, combination or other recapitalization of
shares subject to options, the Board will, in such manner as it may deem equitable, make such
proportional adjustments to: (a) the number, class of Common Stock and kind of securities and the
Purchase Price per share covered by each Stock Purchase Right under the Plan that has not yet
been exercised; (b) the maximum number and class of shares of Common Stock any kind of
securities that may be delivered under the Plan; and (c) the numerical limits specified in Section 8
of the Plan.
(ii) Reason for the Decision to Use MSPSO as a Method of Funding
The Plan is intended to provide an opportunity for Employees of the Company and its Designated
Companies to purchase Common Stock and thereby have an additional incentive to contribute to the
prosperity of the Company. We believe the Plan will give Employees of the Company and its
Designated Companies to motivate toward work. Subject to adjustment as set forth in Section 11 of
the Plan, the maximum number of shares of Common Stock which may be issued pursuant to the
Plan shall be twenty-five (25) million shares plus an annual increase to be added on the first day of
each fiscal year of the Company beginning in 2015, equal to one percent (1%) of the outstanding
shares of the Company on such date or a lesser amount determined by the Committee, provided that
the maximum number of shares of Common Stock that may be issued pursuant to the Plan shall be
seventy-five (75) million. Therefore, although it is dilutive, we believe the impact is limited.
(i ii ) Content of Agreement to be Made Between the Offerees and the Company Concerning the
Exercise of MSPSO
The terms and conditions are prescribed in the Plan and the enrollment form prescribed by the
Committee.
(i v ) Content of Agreement to be Made Between the Offerees and the Company Concerning the
Trade of the Company’s Common Stock
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キーサイト・テクノロジーズ・インク(E31452)
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Not applicable.
(v) Content of Agreement to be Made Between the Offerees and the Company’s Special Interested
Parties, among Others, Concerning Stock Lending, if Any
Not applicable.
(v i) Other Matters Essential for Investor Protection
Not applicable.
(10 ) Matters to be Noted in Case of Allocation to Third Party
Not applicable .
(11 ) Amount of Capital and Outstanding Shares of the Company
(a) Amount of Capital :
Common Stock and Additional Paid-In Capital: US$ 2,380 million (JPY 316,897 million ) as of
January 31, 2023
(b) Number of Outstanding Shares :
Common Stock: 178,138,727 shares as of February 28, 2023 .
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