-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gM+EWxYDLwA90t/SVvCgF5feun4ra62FZG4YNGOJ1NlHnKBkmSNxyZVtTUmE7cJL bZmTAslqGylIydR37x8soQ== 0000891618-94-000220.txt : 19941031 0000891618-94-000220.hdr.sgml : 19941031 ACCESSION NUMBER: 0000891618-94-000220 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941028 EFFECTIVENESS DATE: 19941116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: 3572 IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56215 FILM NUMBER: 94555691 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 S-8 1 FORM S-8 FOR SEAGATE TECHNOLOGY, INC. 1 As filed with the Securities and Exchange Commission on October 28, 1994 Registration No. 33-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ SEAGATE TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) Delaware 94-2612933 (State of Incorporation) (I.R.S. Employer Identification No.)
920 Disc Drive Scotts Valley, California 95066 (408) 438-6550 (Address and telephone number of Registrant's principal executive offices) ______________________________ EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) ______________________________ Donald L. Waite Senior Vice President Seagate Technology, Inc. 920 Disc Drive Scotts Valley, California 95066 (408) 438-6550 (Name, address and telephone number of agent for service) ______________________________ Copy to: CHRIS F. FENNELL, ESQ. WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304 ______________________________ ================================================================================ 2 ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee
================================================================================ Common Stock, $.01 par value, to be issued under the Employee Stock Purchase Plan 2,000,000 shares $23.8125 $47,625,000 $16,422
================================================================================ (1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee on the basis of the average of the high and low price for the Common Stock as reported on the National Market System of the National Association of Securities Dealers Automated Quotation System (NASDAQ) on October 25, 1994. ================================================================================ DAJ2P9.W42(5P3) 09/23/94 -2- 3 The contents of the Registrant's Form S-8 Registration Statement (Registration No. 33-43911) dated November 14, 1991 are incorporated herein by reference. PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 8. Exhibits
Exhibit Number Documents ------- ----------------------------------------------- 4.1* Employee Stock Purchase Plan 5.1 Opinion of counsel as to legality of securities being registered 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of Independent Auditors 24.1 Power of Attorney (see page 5)
* Incorporated by reference to exhibits filed in response to Item 30(b), "Exhibits," of the Company's Registration Statement on Form S-1 and Amendment No. 1 thereto (File No. 2-73663), as declared effective by the Securities and Exchange Commission on September 24, 1981. DAJ2P9.W42(5P3) 09/23/94 -3- 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Seagate Technology, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Scotts Valley, State of California, on this 27th day of October, 1994. SEAGATE TECHNOLOGY, INC. By: /s/ Alan F. Shugart Alan F. Shugart, President, Chief Executive Officer and Chief Operating Officer DAJ2P9.W42(5P3) 09/23/94 -4- 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan F. Shugart and Donald L. Waite, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE - --------------------------- ----------------------------- ----------------- /s/Alan F. Shugart President, Chief Executive October 27, 1994 - --------------------------- Officer, Chief Operating (Alan F. Shugart) Officer and Chairman of the Board of Directors (Principal Executive Officer) /s/Donald L. Waite Senior Vice President, October 27, 1994 - --------------------------- Finance and Chief Financial (Donald L. Waite) Officer (Principal Financial and Accounting Officer) /s/Gary B. Filler Director October 27, 1994 - --------------------------- (Gary B. Filler) /s/Kenneth E. Haughton Director October 27, 1994 - --------------------------- (Kenneth E. Haughton) /s/Robert A. Kleist Director October 27, 1994 - --------------------------- (Robert A. Kleist) /s/Lawrence Perlman Director October 27, 1994 - --------------------------- (Lawrence Perlman)
DAJ2P9.W42(5P3) 09/23/94 -5- 6 /s/Thomas P. Stafford Director October 27, 1994 - --------------------------- (Thomas P. Stafford) /s/Laurel L. Wilkening Director October 27, 1994 - --------------------------- (Laurel L. Wilkening)
DAJ2P9.W42(5P3) 09/23/94 -6- 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________________ EXHIBITS ______________________________________________ REGISTRATION STATEMENT ON FORM S-8 SEAGATE TECHNOLOGY, INC. OCTOBER 27, 1994 8 SEAGATE TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1* Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . 5.1 Opinion of counsel as to legality of securities being registered . . . . . . . . . . . . . . . . . . . . 23.1 Consent of Counsel (contained in Exhibit 5.1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.2 Consent of Independent Auditors . . . . . . . . . . . . . . . . . . 24.1 Power of Attorney (contained in page 5) . . . . . . . . . . . . . .
* Incorporated by reference to exhibits filed in response to Item 30(b), "Exhibits," of the Company's Registration Statement on Form S-1 and Amendment No. 1 thereto (File No. 2-73663), as declared effective by the Securities and Exchange Commission on September 24, 1981. EX-5.1 2 OPINION OF COUNSEL 1 Wilson, Sonsini, Goodrich & Rosati EXHIBIT 5.1 650 Page Mill Road Palo Alto, CA 94304 (415) 493-9300 October 27, 1994 Seagate Technology, Inc. 920 Disc Drive Scotts Valley, CA 95066 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about October 28, 1994, in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 additional shares of your Common Stock reserved for issuance under the Employee Stock Purchase Plan (the "Plan"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of said shares. It is our opinion that the additional shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and any amendments thereto. Sincerely, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation /S/ WILSON, SONSINI, GOODRICH & ROSATI EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Seagate Technology, Inc. Employee Stock Purchase Plan of our reports dated July 12, 1994, except for the Subsequent Events note as to which the date is August 4, 1994, with respect to the consolidated financial statements of Seagate Technology, Inc. incorporated by reference in its Annual Report (Form 10-K) for the fiscal year ended July 1, 1994 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. Ernst & Young San Jose, California October 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----