-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbQ4Bi64EdSJbEeKlFJwoctbbk3YNSKsuYlskjpomGYKcgUVCmUvMm6iNcKZ4glA w+Dk7GDseXIn7V+6XQqy+Q== 0000891618-98-002093.txt : 19980505 0000891618-98-002093.hdr.sgml : 19980505 ACCESSION NUMBER: 0000891618-98-002093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980504 EFFECTIVENESS DATE: 19980504 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HMT TECHNOLOGY CORP CENTRAL INDEX KEY: 0001005967 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 943084354 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51767 FILM NUMBER: 98609687 BUSINESS ADDRESS: STREET 1: 1055 PAGE AVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104903100 MAIL ADDRESS: STREET 1: 1055 PAGE AVENUE CITY: FREMONT STATE: CA ZIP: 94538 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HMT TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) --------------------------- DELAWARE 94-3084354 (State of Incorporation) (I.R.S. Employer Identification Number) --------------------------- 1055 PAGE AVENUE FREMONT, CALIFORNIA 94538 (510) 490-3100 (Address and telephone of principal executive offices) OPTIONS GRANTED UNDER THE EMPLOYEE STOCK PURCHASE PLAN PETER S. NORRIS VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER HMT TECHNOLOGY CORPORATION 1055 PAGE AVENUE FREMONT, CALIFORNIA 94538 (510) 490-3100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------- Copies to: James C. Kitch, Esq. Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real, Palo Alto, CA 94306-2155 (650) 843-5000 ----------- CALCULATION OF REGISTRATION FEE
============================================================================================== TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE REGISTRATION SHARE (1) OFFERING PRICE (1) FEE ============================================================================================== Stock Options and 1,000,000 $13.09375 $13,093,750 $3,862.66 Common Stock ($0.001 par value) ==============================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price is based upon the average of the high and low prices of the Registrant's Common Stock on May 1, 1998, as reported on the Nasdaq National Market. Total Number of Pages: Exhibit Index at Page: 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,000,000 shares of the Registrant's Common Stock to be issued pursuant to the Registrant's Employee Stock Purchase Plan (the "Plan"), as amended. The Registration statement on Form S-8 previously filed with the Commission relating to the Plan (File No. 333-03178) is incorporated by reference herein. 3 EXHIBITS
EXHIBIT NUMBER 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to the signature pages.
2. 4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, 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 Fremont, State of California, on April 23, 1998. HMT TECHNOLOGY CORPORATION By /s/ Peter S. Norris ------------------------------- Peter S. Norris Vice President, Finance, Chief Financial Officer and Treasurer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald L. Schauer and Peter S. Norris, and each or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 3. 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Ronald L. Schauer President, Chief Executive Officer April 23, 1998 - ----------------------------- and Chairman of the Board (Principal Ronald L. Schauer Executive Officer) /s/ Peter S. Norris Vice President, Finance, Chief April 23, 1998 - ----------------------------- Financial Officer and Treasurer Peter S. Norris /s/ Bruce C. Edwards Director April 23, 1998 - ----------------------------- Bruce C. Edwards Director - ----------------------------- Neil M. Garfinkel /s/ Walter G. Kortschak Director April 23, 1998 - ----------------------------- Walter G. Kortschak
4. 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER - ------ ----------- ---------------------- 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to the signature pages.
5. EX-5.1 2 OPINION OF COOLEY GODWARD LLP 1 Exhibit 5.1 Opinion of Cooley Godward LLP 6. 2 [COOLEY GODWARD LLP LETTERHEAD] EXHIBIT 5.1 May 4, 1998 HMT Technology Corporation 1055 Page Avenue Fremont, CA 94538 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by HMT Technology Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of 1,000,000 shares of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP /s/ Julia S. Davidson Julia L. Davidson EX-23.1 3 CONSENT OF COOPERS & LYBRAND, L.L.P. 1 Exhibit 23.1 Consent of Coopers & Lybrand L.L.P 2. 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of HMT Technology Corporation on form S-8 of our report dated April 22, 1997, on our audits of the consolidated financial statements and financial statement schedule of HMT Technology Corporation as of March 31, 1997 and for each of the three years in the period ended March 31, 1997, which reports are included in the Registrant's Annual Report on Form 10-K for the year ended March 31, 1997, as amended (File No. 27586). /s/ COOPERS & LYBRANDS L.L.P. San Jose, California May 4, 1998 3. -----END PRIVACY-ENHANCED MESSAGE-----