-----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, HsVQttWYwuidtydyLbCSsmMTnr71DQFJMLLcR9WGLJRd5UqmRMbEYXS2i3C6GEpL 4dyAvkK2jbA1cMI0zVAzJQ== 0001104659-09-060949.txt : 20091029 0001104659-09-060949.hdr.sgml : 20091029 20091028181620 ACCESSION NUMBER: 0001104659-09-060949 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091026 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20091029 DATE AS OF CHANGE: 20091028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seagate Technology CENTRAL INDEX KEY: 0001137789 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 980355609 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31560 FILM NUMBER: 091142779 BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN KY1-1104 STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN KY1-1104 STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY DATE OF NAME CHANGE: 20021212 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY HOLDINGS DATE OF NAME CHANGE: 20010406 8-K 1 a09-32368_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): October 26, 2009

 

 

SEAGATE TECHNOLOGY

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands

 

001-31560

 

98-0355609

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

P.O. Box 309, Ugland House,
Grand Cayman KY1-1104, Cayman Islands

 

NA

(Address of Principal Executive Office)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (345) 949-8066

 

NA

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 26, 2009, the Compensation Committee of the Board of Directors (the “Compensation Committee”) revised the funding targets to be used for calculating annual bonus awards to each of the executive officers of Seagate Technology (“Seagate” or the “Company”) for fiscal year 2010 under Seagate’s Executive Officer Performance Bonus Plan (EPB).  As part of the Company’s management of overall operating expenses, the Compensation Committee revised downward the funding of the EPB from the levels originally approved by the Compensation Committee on July 29, 2009 and disclosed on the Company’s Form 8-K filed on July 31, 2009.  Specifically, the maximum funding level under the EPB for fiscal year 2010 is approximately 135% (reduced from 200%) of the target funding level.  Additionally, the overall reduction in funding levels will result in a reduction of approximately 50% of bonus funding with respect to the previously disclosed target bonus levels for the Company’s senior executive officers (Stephen J. Luczo, Patrick O’Malley, Robert W. Whitmore, William D. Mosley and D. Kurt Richarz), who were included as the Named Executive Officers in the Company’s fiscal year 2009 proxy statement.

 

Item 7.01

Regulation FD Disclosure.

 

On October 28, 2009, at the Company’s 2009 Annual General Meeting of Shareholders, the Company’s shareholders approved an increase in the common shares available for purchase under Seagate Technology’s Employee Stock Purchase Plan in the amount of 10 million shares.

 

In addition, in light of the recent increase in the Company’s share price since the announcement of a proposed employee stock option exchange program (the “Exchange Program”) and other considerations, the Company decided not to move forward with the Exchange Program at this time, and the Exchange Program proposal accordingly was not submitted for shareholder approval.

 

The information contained in this Item 7.01 is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

SEAGATE TECHNOLOGY

 

 

 

 

 

 

By:

/s/ Kenneth M. Massaroni

 

Name:

Kenneth M. Massaroni

 

Title:

Senior Vice President & General Counsel

 

Date: October 28, 2009

 

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