-----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, IgweNd0If1aTYzW80hSn3Sev5hrMgE8YAhE+RHQndAYwinC2CcstTErKi9/mg+tJ Zk6e2JC8rTEKgG5M1++EKg== 0000891618-97-004164.txt : 19971020 0000891618-97-004164.hdr.sgml : 19971020 ACCESSION NUMBER: 0000891618-97-004164 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971017 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: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-24385 FILM NUMBER: 97697339 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 424B3 1 FORM 424(B)(3) 1 PURSUANT TO RULE 424(B)(3) FILE NO. 333-24385 PROSPECTUS SUPPLEMENT NO. 16 TO PROSPECTUS DATED APRIL 29, 1997 $230,000,000 5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF [HMT LOGO] ------------------------ The Prospectus dated April 29, 1997, is hereby supplemented as follows to restate, in its entirety, the "Selling Securityholders" section on page 26 of the Prospectus: SELLING SECURITYHOLDERS The following table sets forth the name of each Selling Securityholder and relationship, if any, with the Company and (i) except as noted below, the amount of Convertible Notes owned by each Selling Securityholder as of March 20, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date), (ii) the maximum amount of Convertible Notes which may be offered for the account of such Selling Securityholder under this Prospectus, (iii) the amount of Common Stock owned by each Selling Securityholder as of March 20, 1997, and (iv) the maximum amount of Common Stock which may be offered for the account of such Selling Securityholder under this Prospectus.
PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF CONVERTIBLE COMMON STOCK COMMON STOCK CONVERTIBLE NOTES OFFERED OWNED PRIOR TO OFFERED NAME OF SELLING SECURITYHOLDER NOTES OWNED($) HEREBY($) OFFERING(1) HEREBY(2) - -------------------------------------- -------------- ------------- -------------- ------------ Salomon Brothers, Inc.(20)............ 27,525,000 27,525,000 1,158,947 1,158,947 Robertson Stephens & Co. LLP(20)...... 12,750,000 12,750,000 536,842 536,842 Shepherd Trading Limted(20)........... 8,649,000 8,649,000 364,168 364,168 Reliant Trading(20)................... 7,102,000 7,102,000 299,031 299,031 Lincoln National Life Insurance(5).... 7,080,000 7,080,000 298,105 298,105 The Northwestern Mutual Life Insurance Company(18)............... 7,000,000 7,000,000 294,736 294,736 AARP Growth and Income Fund........... 5,700,000 5,700,000 240,000 240,000 Equitable Life Assurance Separate Account Convertibles(6)............. 5,645,000 5,645,000 237,684 237,684 Scudder Growth and Income Fund........ 5,300,000 5,300,000 223,157 223,157 OCM Convertible Trust(5).............. 4,095,000 4,095,000 172,421 172,421 Putnam Capital Appreciation Fund...... 3,850,000 3,850,000 162,105 162,105 Dillon, Read & Co. Inc.(9)............ 3,615,000 3,615,000 152,210 152,210 Oregon Equity Fund.................... 3,500,000 3,500,000 147,368 147,368 State of Connecticut Combined Investment Funds(5)................. 3,095,000 3,095,000 130,315 130,315 Credit Suisse First Boston Corporation(15)..................... 3,000,000 3,000,000 126,315 126,315 SAIF Corporation...................... 3,000,000 3,000,000 126,315 126,315 Deutsche Morgan Grenfell, Inc.(18).... 3,000,000 3,000,000 126,315 126,315 SB/Travelers Vintage Alliance Growth(5)........................... 2,905,000 2,905,000 122,315 122,315 Shepherd Investments International Ltd.(17).............................. 2,842,000 2,842,000 119,663 119,663 Stark International(17)............... 2,842,000 2,842,000 119,663 119,663 Lincoln National Convertible Securities Fund(5).................. 2,695,000 2,695,000 113,473 113,473 IBM Corp Retirement Plan (20)......... 2,638,000 2,638,000 111,073 111,073 Daiwa Eurpoe Ltd.(9).................. 2,500,000 2,500,000 105,263 105,263 Millennium Trading Co.(14)............. 2,475,000 2,475,000 104,210 104,210 Delta Air Lines Master Trust(5)....... 2,380,000 2,380,000 100,210 100,210
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PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF CONVERTIBLE COMMON STOCK COMMON STOCK CONVERTIBLE NOTES OFFERED OWNED PRIOR TO OFFERED NAME OF SELLING SECURITYHOLDER NOTES OWNED($) HEREBY($) OFFERING(1) HEREBY(2) - -------------------------------------- ---------------- ------------- -------------- ------------- Vanguard Convertible Securities Fund, Inc.(5)............................. 2,235,000 2,235,000 94,105 94,105 Hudson River Trust Balanced Fund(6)... 2,245,000 2,245,000 94,526 94,526 Memphis Light, Gas & Water Retirement Fund(6)............................. 2,230,000 2,230,000 93,894 93,894 Forum Capital Markets LP(13).......... 2,255,000 2,255,000 94,947 94,947 Natwest Markets (19).................. 2,000,000 2,000,000 84,210 84,210 Hudson River Trust Growth & Income Fund(6)............................. 1,830,000 1,830,000 77,052 77,052 Hudson River Trust Growth Investors(6)........................ 1,790,000 1,790,000 75,368 75,368 Columbia/HCA Money Purchase Plan(6)... 1,685,000 1,685,000 70,947 70,947 Aragon Investments Ltd.(20)........... 1,600,000 1,600,000 67,368 67,368 Chrysler Corp. Employee #1 Pension Plan(20)............................ 1,574,000 1,574,000 66,273 66,273 Taft Securities LLC(20)............... 1,400,000 1,400,000 58,947 58,947 Pension Reserves Investment Management Board............................... 1,325,000 1,325,000 55,789 55,789 BNP Arbitrage SNC(10)................. 1,275,000 1,275,000 53,684 53,684 San Diego County...................... 1,265,000 1,265,000 53,263 53,263 Franklin Universal Trust(16).......... 1,250,000 1,250,000 52,631 52,631 Hughes Aircraft Company Master Retirement Trust(5)................. 1,235,000 1,235,000 52,000 52,000 Arkansas P.E.R.S...................... 1,200,000 1,200,000 50,526 50,526 VIP Growth Fund(5).................... 1,195,000 1,195,000 50,315 50,315 Bear Stearns & Co. Inc. (19).......... 1,025,000 1,025,000 43,157 43,157 State of Delaware -- Froley, Revy..... 1,020,000 1,020,000 42,947 42,947 Lehman Brothers International, Europe(14)............................ 1,000,000 1,000,000 42,105 42,105 Montgomery Securities(12)............. 1,000,000 1,000,000 42,105 42,105 State Employees' Retirement Fund of the State of Delaware(5)............ 970,000 970,000 40,842 40,842 Nicholas-Applegate Income & Growth Fund................................ 958,000 958,000 40,336 40,336 GE Pension Trust(20).................. 936,000 936,000 39,410 39,410 Weirton Trust(5)...................... 815,000 815,000 34,315 34,315 The Hotel Union and Industry of Hawaii(6)........................... 735,000 735,000 30,947 30,947 Shepherd Investments International, Ltd.(5)............................. 625,000 625,000 26,315 26,315 Stark International(5)................ 625,000 625,000 26,315 26,315 Winchester Convertible Plus, Ltd.(8).. 600,000 600,000 25,263 25,263 Donaldson, Lufkin & Jenrette Securities Corp.(15)................ 500,000 500,000 21,052 21,052 The Frist Foundation(6)............... 575,000 575,000 24,210 24,210 McMahan Securities Co., L.P.(16)...... 489,000 489,000 20,589 20,589 Susquehanna Capital Group(9).......... 485,000 485,000 20,421 20,421 Smith Barney Inc.(17)................. 450,000 450,000 18,947 18,947 ICI American Holdings Pension Trust... 410,000 410,000 17,263 17,263 Zeneca Holdings Pension Trust......... 410,000 410,000 17,263 17,263 Equitable Life Assurance Separate Account Balanced(6)................. 380,000 380,000 16,000 16,000 Walker Art Center(5).................. 315,000 315,000 13,263 13,263 Starvest Discretionary Portfolio...... 300,000 300,000 12,631 12,631 San Diego City Retirement............. 297,000 297,000 12,505 12,505 J.M. Hull Associates, L.P............. 250,000 250,000 10,526 10,526 The Hotel Union -- ILWU Pension Trust(6)............................ 250,000 250,000 10,526 10,526 Partner Reinsurance Company, Limited(5).......................... 240,000 240,000 10,105 10,105 Wake Forest University................ 236,000 236,000 9,936 9,936 Kapiolani Medical Center.............. 200,000 200,000 8,421 8,421 David Lipscomb University General Endowment(5)........................ 175,000 175,000 7,368 7,368 Engineers Joint Pension Fund.......... 150,000 150,000 6,315 6,315 Foundation Account No. 1(8)........... 150,000 150,000 6,315 6,315 Collective Convertible Bond Fund(18)....................... 150,000 150,000 6,315 6,315 Nalco Chemical Co. Retirement Trust... 135,000 135,000 5,684 5,684
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PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF CONVERTIBLE COMMON STOCK COMMON STOCK CONVERTIBLE NOTES OFFERED OWNED PRIOR TO OFFERED NAME OF SELLING SECURITYHOLDER NOTES OWNED($) HEREBY($) OFFERING(1) HEREBY(2) - -------------------------------------- ---------------- ---------------- ------------- ------------- United National Life Insurance(5)..... 135,000 135,000 5,684 5,684 Austin Firefighters................... 109,000 109,000 4,589 4,589 Retirement Plan for Pilots of Hawaiian Airlines, Inc....................... 100,000 100,000 4,210 4,210 Franklin & Marshall College(20)....... 102,000 102,000 4,294 4,294 Franklin Strategic Income Fund(16).... 100,000 100,000 4,210 4,210 Franklin Multi-Income Trust(16)....... 100,000 100,000 4,210 4,210 Baptist Hospital...................... 95,000 95,000 4,000 4,000 Occidental College.................... 90,000 90,000 3,789 3,789 Boston Museum of Fine Arts............ 40,000 40,000 1,684 1,684 Dunham & Associates Fund II........... 7,000 7,000 294 294 Dunham & Associates Ser. II........... 3,000 3,000 126 126 Delaware Group Dividend & Income Fund, Inc................................. 1,000 1,000 42 42 Subtotal.............................. 182,486,000 182,486,000 7,683,582 7,683,582 Unnamed holders of Convertible Notes or any future transferees, pledgees, donees or successors of or from any such unnamed holders(3)............. $ 47,514,000 $ 47,514,000 2,000,628 2,000,628 Total....................... $ 230,000,000 $ 230,000,000 9,684,210 9,684,210
- --------------- (1) Comprises the shares of Common Stock into which the Convertible Notes held by such Selling Securityholder are convertible at the initial conversion rate. The Conversion Rate and the number of shares of Common Stock issuable upon conversion of the Convertible Notes are subject to adjustment under certain circumstances. See "Description of Convertible Notes -- Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Convertible Notes may increase or decrease from time to time. (2) Assumes conversion into Common Stock of the full amount of Convertible Notes held by the Selling Securityholder at the initial conversion rate and the offering of such shares by such Selling Securityholder pursuant to this Prospectus. The Conversion Rate and the number of shares of Common Stock issuable upon conversion of the Convertible Notes is subject to adjustment under certain circumstances. See "Description of Convertible Notes -- Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Convertible Notes may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the Convertible Notes; rather, cash will be paid in lieu of fractional shares, if any. (3) No such holder may offer Convertible Notes pursuant to this Prospectus until such holder is included as a Selling Securityholder in a supplement to this Prospectus in accordance with the Registration Agreement (as defined). (4) Assumes that the unnamed holders of Convertible Notes or any future transferees, pledgees, donees or successors of or from any such unnamed holder do not beneficially own any Common Stock other than the Common Stock issuable upon conversion of the Convertible Notes at the initial conversion rate. (5) The amount of Convertible Notes owned by each Selling Securityholder as of May 6, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (6) The amount of Convertible Notes owned by each Selling Securityholder as of May 15, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (7) The amount of Convertible Notes owned by each Selling Securityholder as of May 23, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (8) The amount of Convertible Notes owned by each Selling Securityholder as of June 2, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (9) The amount of Convertible Notes owned by each Selling Securityholder as of June 10, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (10) The amount of Convertible Notes owned by each Selling Securityholder as of June 17, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (11) The amount of Convertible Notes owned by each Selling Securityholder as of June 30, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (12) The amount of Convertible Notes owned by each Selling Securityholder as of July 7, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (13) The amount of Convertible Notes owned by each Selling Securityholder as of July 21, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (14) The amount of Convertible Notes owned by each Selling Securityholder as of August 1, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (15) The amount of Convertible Notes owned by each Selling Securityholder as of August 8, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (16) The amount of Convertible Notes owned by each Selling Securityholder as of August 28, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (17) The amount of Convertible Notes owned by each Selling Securityholder as of September 10, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (18) The amount of Convertible Notes owned by each Selling Securityholder as of September 24, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (19) The amount of Convertible Notes owned by each Selling Securityholder as of October 7, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (20) The amount of Convertible Notes owned by each Selling Securityholder as of October 17, 1997 (assuming no Convertible Notes have been sold under this Prospectus as of such date). Because the Selling Securityholders may, pursuant to this Prospectus, offer all or some portion of the Convertible Notes and Common Stock they presently hold or, with respect to Common Stock, have the right to acquire upon conversion of such Convertible Notes, no estimate can be given as to the amount of the Convertible Notes and Common Stock that will be held by the Selling Securityholders upon termination of any such sales. In addition, the Selling Securityholders identified above may have sold, transferred or otherwise disposed of all or a portion of their Convertible Notes and Common Stock since the date on which they provided the information regarding their Convertible Notes and Common Stock, in transactions exempt from the registration requirements of the Securities Act. See "Plan of Distribution." Only Selling Securityholders identified above who beneficially own the Convertible Notes and Common Stock set forth opposite each such Selling Securityholder's name in the foregoing table on the effective date of the Registration Statement may sell such Convertible Notes and Common Stock pursuant to this Prospectus. The Company may from time to time, in accordance with the Registration Agreement, include additional Selling Securityholders in supplements to this Prospectus. Other than as set forth in the table, none of the Selling Securityholders listed above had any material relationship with the Company other than as a result of ownership of the Convertible Notes, within the three-year period ending on the date of this Prospectus. The Company will pay the expenses of registering the Convertible Notes and Common Stock being sold hereunder. THE DATE OF THIS PROSPECTUS SUPPLEMENT NO. 16 IS October 17, 1997. S-3 -----END PRIVACY-ENHANCED MESSAGE-----