As filed with the Securities and Exchange Commission on May 31, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Keysight Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware46-4254555
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)

1400 Fountaingrove Parkway
Santa Rosa, California 95403
(Address of Principal Executive Offices) (Zip Code)
Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan
(Full title of the plan)
Jeffrey K. Li, Esq.
Senior Vice President, General Counsel and Secretary
Keysight Technologies, Inc.
1400 Fountaingrove Parkway
Santa Rosa, California 95403
(Name and address of agent for service)
(800) 829-4444
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Juliano Banuelos, Esq.
William L. Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street, San Francisco, California 94105
(415) 773-5700
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 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. ☐
1

KEYSIGHT TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8

EXPLANATORY NOTE


Pursuant to General Instruction E of Form S-8, this registration statement (this “Registration Statement”) is being filed for the purpose of registering additional shares of common stock of Keysight Technologies, Inc. (the “Registrant”) issuable pursuant to the Registrant’s 2014 Equity and Incentive Compensation Plan, as amended and restated. These additional shares of common stock are securities of the same class and relate to the same employee benefit plan as other securities for which a registration statement on Form S-8 (No. 333-199507) was filed with the Securities and Exchange Commission (the “Commission”) on October 21, 2014, the contents of which are hereby incorporated by reference. An additional 6,155,000 shares of common stock have become reserved for issuance as a result of the amendment and restatement of the Registrant’s 2014 Equity and Incentive Compensation Plan effective as of March 21, 2024.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
    
The following documents, which have been filed by the Registrant with the Commission, are hereby incorporated by reference in this Registration Statement:

(a)the Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended October 31, 2023, filed with the Commission on December 15, 2023 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”);

(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and    

(c)the description of the Registrant’s common stock contained in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 3, 2014, as updated by the description of the Registrant’s common stock contained in Exhibit 4.5 to the Form 10-K (incorporated by reference therein to Exhibit 4.5 to the Registrant's annual report on Form 10-K for the fiscal year ended October 31, 2022).

    All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents, except as to specific sections of such statements as set forth therein.

    Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained 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 in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.















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Item 8.Exhibits

The following documents are filed as exhibits to this Registration Statement.
    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
  10-Q 001-
36334		 3.1 5/31/2024 
  10-Q 001-
36334		 3.2 5/31/2024 
      X
      X
      X
      X
  10-Q001-
36334		 10.15/31/2024 
      X



























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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Rosa, California, on this 31st day of May, 2024.
KEYSIGHT TECHNOLOGIES, INC.
/s/ Satish C. Dhanasekaran
Satish C. Dhanasekaran
President and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Jeffrey K. Li and JoAnn Juskie as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming that all such agents, proxies and attorneys-in-fact, any of them or any of his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature Title Date
/s/ Satish C. Dhanasekaran  
President, Chief Executive Officer and Director (Principal Executive Officer)
 
May 31, 2024
Satish C. Dhanasekaran
/s/ Neil P. Dougherty  
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
 May 31, 2024
Neil P. Dougherty
/s/ Lisa M. Poole  Vice President, Principal Accounting Officer, Corporate Controller
(Principal Accounting Officer)		 May 31, 2024
Lisa M. Poole
 










II-4


/s/ James G. Cullen
DirectorMay 31, 2024
James G. Cullen
/s/ Charles J. DockendorffDirectorMay 31, 2024
Charles J. Dockendorff
/s/ Richard P. HamadaDirectorMay 31, 2024
Richard P. Hamada
/s/ Michelle J. HolthausDirectorMay 31, 2024
Michelle J. Holthaus
/s/ Paul A. LacoutureDirectorMay 31, 2024
Paul A. Lacouture
/s/ Ronald S. NersesianChairman of the BoardMay 31, 2024
Ronald S. Nersesian
/s/ Jean M. NyeDirectorMay 31, 2024
Jean M. Nye
/s/ Joanne B. OlsenDirectorMay 31, 2024
Joanne B. Olsen
/s/ Robert A. RangoDirectorMay 31, 2024
Robert A. Rango
/s/ Kevin A. StephensDirectorMay 31, 2024
Kevin A. Stephens
 





















II-5


Exhibit 5.1 



orricka.jpg

Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
+1-415-773-5700
orrick.com
May 31, 2024
Keysight Technologies, Inc.
1400 Fountaingrove Parkway
Santa Rosa, California 95403
Re:Registration Statement on Form S-8

Ladies and Gentlemen:
We have acted as counsel for Keysight Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 2,955,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), reserved for issuance pursuant to the Company’s 2014 Equity and Incentive Compensation Plan, as amended and restated on March 21, 2024 (the “Plan”).
As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, (iii) the Registration Statement, (iv) the Plan, and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify,


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May 31, 2024
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we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares to be issued pursuant to the terms of the Plan have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.


Very truly yours,    

/s/ Orrick, Herrington & Sutcliffe LLP



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Keysight Technologies, Inc. of our report dated December 15, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Keysight Technologies, Inc.'s Annual Report on Form 10-K for the year ended October 31, 2023.
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 31, 2024



Exhibit 107

Calculation of Filing Fee Tables

Form S-8
(Form Type)
Keysight Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type
Security
Class Title
Fee Calculation RuleAmount Registered(1)Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, $0.01 par value per share
-Reserved for future issuance under the 2014 Equity and Incentive Compensation Plan457(c) and 457(h)
2,955,000 (2)
$139.16 (3)
$411,217,800
0.0001476
$60,696
Total Offering Amounts
$411,217,800
$60,696
Total Fee Offsets—
Net Fee Due
$60,696
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall also cover any additional shares of the common stock, $0.01 par value per share (the “Common Stock”), of Keysight Technologies, Inc. (the “Registrant”) that become issuable under the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan, as amended and restated (the “Plan”), by reason of any stock dividend, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2) Reflects the net amount of 6,155,000 additional shares of Common Stock that were reserved for issuance under the Plan, effective March 21, 2024, less 3,200,000 previously-registered shares that had been previously reserved for issuance thereunder by the Registrant’s Board of Directors but not its stockholders. The Registrant initially registered 25,000,000 shares of Common Stock for issuance under the Plan in connection with the filing of its Form S-8 (No. 333-199507) with the Securities and Exchange Commission on October 21, 2014. Subsequently, the stockholders of the Registrant initially approved the Plan with 17,000,000 shares of Common Stock reserved for issuance thereunder, and thereafter approved the reservation of an additional 4,800,000 shares of Common Stock for issuance thereunder.
(3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to $139.16, which was computed by averaging the high and low prices of a share of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 30, 2024.

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