-----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, MBiUs4PeNFUW20hQROrNkpIgdH9Ruawdatm4R/p5QZOUIRDt8hcH3JtfnOiO6My6 Qk/cJPV3/ZoCnZj9FFcyXA== 0000891618-94-000180.txt : 19940829 0000891618-94-000180.hdr.sgml : 19940829 ACCESSION NUMBER: 0000891618-94-000180 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940826 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55249 FILM NUMBER: 94546418 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 S-3 1 SEAGATE FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------ SEAGATE TECHNOLOGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 94-2612933 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
920 Disc Drive, Scotts Valley, CA 95066 (408) 438-6550 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ ALAN F. SHUGART Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer Seagate Technology, Inc. 920 Disc Drive, Scotts Valley, CA 95066 (408) 438-6550 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: LARRY W. SONSINI, ESQ. WILLIAM L. HUDSON, ESQ. WILSON, SONSINI, GOODRICH & ROSATI BROBECK, PHLEGER & HARRISON Professional Corporation Spear Street Tower 650 Page Mill Road One Market Plaza Palo Alto, CA 94304 San Francisco, CA 94105
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon as possible after the Registration Statement becomes effective. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ ------------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------- Common Stock, $.01 par value........ 10,314,286 shs.(1) $24 1/8(2) $248,832,149.80(2) $85,804.19
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Includes Preferred Shares Purchase Rights, which prior to the occurrence of certain events will not be exercisable or evidenced separately from the Common Stock. (2) Estimated solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices for the Common Stock as reported on the Nasdaq National Market on August 23, 1994 in accordance with Rule 457(c) under the Securities Act of 1933. ------------------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED AUGUST 26, 1994 PROSPECTUS 10,314,286 SHARES SEAGATE TECHNOLOGY, INC COMMON STOCK The shares of Common Stock, $.01 par value per share (the "Common Stock"), of Seagate Technology, Inc. ("Seagate" or the "Company") covered by this Prospectus are shares which may be offered and sold, from time to time, for the account of certain prospective stockholders of the Company (the "Selling Stockholders") who currently hold the Company's 5% Convertible Subordinated Debentures Due 2003 (the "Debentures"). See "Selling Stockholders." The shares of Common Stock covered by this Prospectus are issuable to the Selling Stockholders upon conversion of the Debentures. All of the shares covered hereby are to be sold by the Selling Stockholders. The Company will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders may from time to time sell the shares of Common Stock covered by this Prospectus to or through one or more underwriters, and may also sell shares of Common Stock directly to other purchasers or through agents, on the Nasdaq National Market in ordinary brokerage transactions, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to the then prevailing market prices or at negotiated prices. See "Plan of Distribution." This Prospectus may not be used to consummate sales of Common Stock unless accompanied by a Prospectus Supplement which sets forth the names of any underwriters, dealers or agents involved in the sale of the shares of Common Stock in respect of which this Prospectus is being delivered, and any applicable fee, commission or discount arrangements with them. The Company's Common Stock is traded on the Nasdaq National Market under the symbol "SGAT." On August 24, 1994, the last sale price for the Common Stock as reported on the Nasdaq National Market was $24 1/4 per share. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1994 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy and information statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, Seven World Trade Center, New York, New York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the prescribed fees. The Common Stock of the Company is quoted on the Nasdaq National Market. Reports, proxy and information statements and other information concerning the Company may be inspected at the National Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. This Prospectus constitutes a part of a Registration Statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the shares covered by this prospectus, reference is made to the Registration Statement. Statements contained herein concerning the provisions of any document are not necessarily complete, and each such statement is qualified in its entirety by reference to the copy of such document filed with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are hereby incorporated by reference in this Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1994; (ii) the description of the Company's Common Stock contained in its Registration Statement on Form 8-A as filed with the Commission on April 17, 1987; and (iii) the description of the Company's Preferred Stock Purchase Rights contained in its Registration Statement on Form 8-A filed with the Commission on November 23, 1988. All reports and other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement incorporated herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, in a Prospectus Supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be submitted in writing to Investor Relations at the Company's principal executive offices at 920 Disc Drive, Scotts Valley, California 95066 or by telephone at (408) 438-6550. ------------------------ 2 4 THE COMPANY Seagate Technology, Inc. ("Seagate" or the "Company") designs, manufactures and markets a broad line of rigid magnetic disc drives for use in computer systems ranging from notebook computers and desktop personal computers to workstations and supercomputers, as well as in multimedia applications such as digital video and video-on-demand. The Company's products include over 100 rigid disc drive models with form factors from 2.5 to 5.25 inches and capacities from 130 megabytes to 9 gigabytes. The Company sells its products to original equipment manufacturers ("OEMs") for inclusion in their computer systems or subsystems, and to distributors, resellers and dealers. The Company has pursued a strategy of vertical integration and accordingly designs and manufactures rigid disc drive components including recording heads, discs, substrates, motors and custom integrated circuits. Seagate also assembles certain of the key subassemblies for use in its products including printed circuit board and head stack assemblies. The Company's products are currently manufactured primarily in the Far East with limited production in the United States. In addition to pursuing its core rigid disc drive business, the Company is broadening its business strategy as a data technology company to more fully address the markets for storage, retrieval and management of data. In this regard, the Company has implemented a strategy to sell selected magnetic recording components including thin-film heads, head stack assemblies and motors to other manufacturers. The Company is also investigating various opportunities to invest in software activities in which software might be sold together with the Company's products or marketed separately to third parties. Finally, the Company's strategy includes expanding its traditional rigid disc drive business to include other forms of data storage and retrieval, such as flash memory. The Company's broadened strategy has included and may continue to include acquisitions of, investments in and strategic alliances regarding complementary businesses, products and technologies. Seagate Technology is a registered trademark of Seagate Technology, Inc. 3 5 RISK FACTORS An investment in shares of the Company's Common Stock being offered hereby involves a high degree of risk. In addition to the other information provided elsewhere in this Prospectus or incorporated herein by reference, the following risk factors should be considered carefully by potential purchasers in evaluating an investment in the shares of Common Stock covered by this Prospectus. Variability of Demand, Price Erosion and Other Characteristics of the Rigid Disc Drive Industry. The rigid disc drive industry in which the Company competes is subject to a number of risks. The demand for rigid disc drive products depends principally on demand for computer systems, which has historically been volatile. Changes in demand for computer systems often have an exaggerated effect on the demand for rigid disc drive products in any given period, and unexpected slowdowns in demand for computer systems generally cause sharp declines in demand for rigid disc drive products. The industry has been characterized by periodic situations in which the supply of rigid disc drives exceeds demand, resulting in higher than anticipated inventory levels, strong price competition and significant price erosion. Even during periods of consistent demand, the industry is characterized by intense competition and ongoing price erosion over the life of a given rigid disc drive product. The Company expects that price erosion in the rigid disc drive industry will continue and that overall unit volumes may not grow sufficiently to result in material levels of industry-wide revenue growth. In addition, the demand of rigid disc drive customers for new generations of products has led to short product life cycles, which requires that industry participants constantly develop and introduce new rigid disc drive products on a cost effective and timely basis. The manufacture of rigid disc drive products is difficult and complex, and it is common in the industry for companies to experience production difficulties which occasionally create delivery delays and quality problems. Most rigid disc drive products, including those of the Company, are manufactured outside of North America and foreign manufacturing is subject to a number of risks, including changes in government policies, transportation delays, tariffs, customs duties, fluctuations in foreign exchange rates, and export and tax controls. For these reasons, as well as those discussed in the following additional risk factors, an investment in the securities of the Company involves a high degree of risk. New Product Development. The rigid disc drive industry is characterized by rapidly changing technology, short product life cycles and rapidly changing customer needs, each of which requires ongoing development and introduction of new products. The Company believes that its future success will depend upon its ability to develop, manufacture and market products which meet changing customer needs, and which successfully anticipate or respond to changes in technology and standards on a cost-effective and timely basis. No assurance can be given that the Company will be able to successfully design or introduce new products in a timely manner, that the Company will be able to manufacture new products in volume with acceptable manufacturing yields and gross margins or successfully market such products, or that such products will perform to specifications on a long-term basis. In addition, during periods of new product introduction the Company must manage its inventory more carefully to avoid inventory obsolescence. The failure of the Company to achieve any of these objectives could have a material adverse effect on the Company's business and results of operations. Until recently, most rigid disc drives used ferrite heads. Although the performance of ferrite heads has dramatically improved over the years, the need for higher performance drives and the limitation of ferrite machining technology led to the development of thin-film heads. Thin-film heads, which are based on semiconductor processing technology, have better dimensional control than ferrite heads, permitting a higher density of storage on each disc. Today, all Seagate drives use thin-film heads. However, the Company believes that as requirements for even greater storage densities increase, demand for a more advanced head technology will grow. In anticipation of such growth, the Company currently has under development magnetoresistive ("MR") heads to be incorporated into future products. MR heads have discrete read and write structures which take advantage of special magnetic properties in certain metals to achieve significantly higher storage capacities. There can be no assurance that the Company's MR head development effort will be successful and a failure of the Company to successfully manufacture and market products incorporating MR head technology in a timely manner could have a material adverse effect on the Company's business and results of operations. Moreover, International Business Machines Corporation ("IBM") has initiated a lawsuit against the Company alleging misappropriation of IBM trade secrets, including trade secrets related to IBM's MR head 4 6 technology. The Company believes that IBM's claims are without merit, is vigorously defending this suit and is continuing development and preparation for commercial manufacture of MR heads. However, if IBM prevails in this suit, the Company could be enjoined from manufacturing MR heads or commercializing disc drives containing such heads and could also be held liable for damages, any of which could have a material adverse effect on the Company's business and results of operations. Fluctuation of Quarterly Results. The rigid disc drive industry in which the Company competes is characterized by variability of demand and declining unit sales prices over the life of a product, and the Company anticipates that these characteristics will continue. The Company expects its competitors to offer new and existing products at prices necessary to gain or retain market share and customers. This competition and continuing price erosion could adversely affect the Company's results of operations in any given quarter and such adverse effect often cannot be anticipated until late in any given quarter. In addition, the Company's operating results may also be subject to significant quarterly fluctuations as a result of a number of other factors, including the timing of orders from and shipment of products to major customers, product mix, variations in product costs and pricing, delays in product development, introduction and production, increased competition and general economic and industry fluctuations. Variability of Customer Requirements. The rigid disc drive industry has been characterized by large volume OEM purchase agreements and large distributor orders. Typically, the Company's OEM purchase agreements permit customers to cancel orders and reschedule delivery dates without significant penalties. Anticipated orders from many of the Company's OEM customers have in the past failed to materialize or delivery schedules have been deferred as a result of changes in customer requirements. Such OEM order fluctuations and deferrals have had a material adverse effect on the Company's results of operations in the past, and there can be no assurance that the Company will not experience such adverse effects in the future. Distributors typically furnish the Company with non-binding indications of their near-term requirements, with product deliveries based on weekly confirmations. To the extent actual orders from distributors decrease from their non-binding forecasts, such variances could have a material adverse effect on the Company's business and results of operations. Legal Proceedings. The Company is currently involved in numerous legal proceedings, including tax proceedings, securities class actions, patent claims, claims of misappropriation of trade secrets and claims for damages and costs relating to environmental matters. For a discussion of such legal proceedings see the "Income Taxes" and "Litigation" footnotes of the Company's consolidated financial statements incorporated herein by reference. An adverse judgment on one or more of these legal disputes could have a material adverse effect on the Company's business and results of operations. Business Diversification. In addition to pursuing its core rigid disc drive business, the Company is broadening its business strategy as a data technology company to more fully address the markets for storage, retrieval and management of data. Implementation of this broadened strategy entails risks of entering markets in which the Company may have limited or no experience. In addition, such broadened strategy could result in the diversion of management's attention from the core rigid disc drive business which could adversely impact the core business. The Company's strategy to sell selected magnetic recording components to other rigid disc drive manufacturers may improve such manufacturers' ability to compete with the Company in its core business. The broadened strategy also entails acquisitions of, or investments in, businesses, products and technologies. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations and products of the acquired businesses and the potential loss of key employees or customers of the acquired businesses. High Fixed Costs. The Company has pursued a strategy of vertical integration of its manufacturing process in order to reduce unit costs, control quality and assure availability of certain components. This strategy entails a high level of fixed costs and requires a high volume of production and sales to be successful. During periods of decreased production, these high fixed costs have had, and could in the future have, a material adverse effect on the Company's business and results of operations. Manufacturing. Continued improvement in manufacturing process capabilities and reduced materials and manufacturing costs will be critical factors affecting the Company's results of operations. The Company 5 7 frequently changes the manufacturing processes for and constituent components of many of its products and continually evaluates the transfer of volume production of many of its components and products between facilities. There can be no assurance that such changes and transfers will be implemented on a timely or cost-effective basis. Delays or problems encountered in any of the foregoing could have a material adverse effect on the Company's business and results of operations. Competition. The Company has experienced and expects to continue to experience intense competition from a number of domestic and foreign companies. These companies include the other leading independent rigid disc drive manufacturers, as well as large integrated multinational computer manufactures such as Digital Equipment Corporation, Fujitsu Limited, Hewlett-Packard Company, Hitachi Limited, IBM, NEC Corporation and Toshiba Corporation. The Company also continues to face indirect competition from present and potential customers, including several of the computer manufacturers listed above, which continuously evaluate whether to manufacture their own drives or purchase them from outside sources. The introduction of products using alternative data storage and retrieval technologies could also be a significant source of competition. Products based upon such alternative technologies, which include optical recording technology and semiconductor memory (flash memory, SRAM and DRAM), could compete with the Company's products in the future. Availability of Component Supply. The Company relies on sole sources for certain components used in some of its products, and has experienced production delays when unable to obtain sufficient quantities of certain components or assembly capacity. While the Company maintains component inventory at levels it believes are adequate for its short-term needs, a prolonged inability to obtain essential components could have a material adverse effect on the Company's business and results of operations. Price Volatility of the Company's Common Stock. The Company's Common Stock has historically been subject to substantial price volatility as a result of quarter-to-quarter variations in the financial results of the Company or its competitors, announcements of new products by the Company or its competitors and announcements of changing business conditions by the Company's competitors or other companies within the computer industry. In addition, the stock market has experienced and continues to experience extreme price and volume fluctuations which have particularly affected the market price for many technology companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market prices of the Company's Common Stock. 6 8 USE OF PROCEEDS The Company will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. SELLING STOCKHOLDERS The Selling Stockholders are those individuals and entities who will hold shares of Common Stock issuable upon conversion of the Debentures. As of the date of this Prospectus, $270,750,000 principal amount of the Debentures is outstanding. The Debentures are convertible at any time through the close of business on November 1, 2003, subject to prior redemption, into shares of Common Stock at a price of $26 1/4 per share, subject to adjustment under certain circumstances. The registration of the shares of Common Stock offered for resale hereby is pursuant to a Registration Rights Agreement entered into in connection with the original issuance of the Debentures (the "Registration Rights Agreement"). As of the date of this Prospectus, none of the Debentures has been converted and, as a result, the identity of the Selling Stockholders is not known. This Prospectus may not be used to consummate sales of Common Stock unless accompanied by a Prospectus Supplement. The applicable Prospectus Supplement will set forth the name and number of shares of Common Stock beneficially owned by each Selling Stockholder selling shares of Common Stock pursuant to such Prospectus Supplement, the number of shares to be offered by each Selling Stockholder pursuant to such Prospectus Supplement and the number of shares to be beneficially owned by each such Selling Stockholder if all of the shares offered thereby are sold. The applicable Prospectus Supplement will also indicate whether any Selling Stockholder has held any position or office with, been employed by, or otherwise had a material relationship with, the Company or any of its affiliates during the three years prior to the date of such Prospectus Supplement. PLAN OF DISTRIBUTION The shares of Common Stock to be issued upon conversion of the Debentures and covered by this Prospectus may be offered and sold from time to time by the Selling Stockholders. The Selling Stockholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. Such sales may be made in the over-the-counter market or otherwise, at market prices prevailing at the time of the sale, at prices related to the then prevailing market prices or in negotiated transactions, including pursuant to an underwritten offering or pursuant to one or more of the following methods: (a) purchases by a broker-dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (b) ordinary brokerage transactions and transactions in which a broker solicits purchasers; and (c) block trades in which a broker-dealer so engaged will attempt to sell the shares as agent but may take a position and resell a portion of the block as principal to facilitate the transaction. In connection with the sale of shares of Common Stock covered hereby, Selling Stockholders may engage broker-dealers, who in turn may arrange for other broker-dealers to participate. Broker-dealers may receive commissions or discounts from the Selling Stockholders in amounts to be negotiated immediately prior to the sale. In addition, underwriters or agents may receive compensation from the Selling Stockholders or from purchasers of the shares of Common Stock covered hereby for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell shares of Common Stock to or through dealers, such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they act as agents. Underwriters, dealers and agents that participate in the distribution of shares of Common Stock covered hereby may be deemed to be underwriters, and any discounts or commissions received by them from the Selling Stockholders and any profit on the resale of shares of Common Stock by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from the Selling Stockholders will be described, in the applicable Prospectus Supplement. The Registration Rights Agreement provides that the Company will indemnify the Selling Stockholders against certain liabilities, including liabilities under the Securities Act. 7 9 The place and date of delivery of the shares of Common Stock in respect of which this Prospectus is being delivered will be set forth in the applicable Prospectus Supplement. The Company may suspend the use of this Prospectus for a discrete period of time if, in the judgment of its Board of Directors, it is advisable to do so due to pending corporate developments, public filings with the Securities and Exchange Commission or similar events. The Company is obligated in the event of such suspension to use its reasonable efforts to ensure that the use of the Prospectus may be resumed as soon as practicable. This offering will terminate on the earlier of (a) December 30, 1996 or (b) the date on which all shares offered hereby have been sold by the Selling Stockholders. LEGAL MATTERS Certain legal matters relating to the validity of the securities offered hereby will be passed upon for the Company by Wilson, Sonsini, Goodrich and Rosati, Professional Corporation, Palo Alto, California. EXPERTS The consolidated financial statements of Seagate Technology, Inc. incorporated by reference in Seagate Technology, Inc.'s Annual Report (Form 10-K) for the fiscal year ended July 1, 1994 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 8 10 ------------------------------------------------------ ------------------------------------------------------ TABLE OF CONTENTS
PAGE Available Information................. 2 Incorporation of Certain Documents by Reference........................ 2 The Company........................... 3 Risk Factors.......................... 4 Use of Proceeds....................... 7 Selling Stockholders.................. 7 Plan of Distribution.................. 7 Legal Matters......................... 8 Experts............................... 8 ------------------------ NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS PROSPECTUS, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS. - --------------------------------------------- - ---------------------------------------------
------------------------------------------------------ ------------------------------------------------------ 10,314,286 SHARES SEAGATE TECHNOLOGY, INC. COMMON STOCK ------------------------ PROSPECTUS ------------------------ SEPTEMBER , 1994 ------------------------------------------------------ ------------------------------------------------------ 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the various expenses, all of which will be paid by the Company in connection with the sale and distribution of the securities being registered, other than underwriting discounts and commissions, if any. All of the amounts shown are estimates except the SEC registration fee. SEC registration fee..................................................... $ 85,804 Printing and engraving expenses.......................................... 3,000 Legal fees and expenses.................................................. 25,000 Accounting fees and expenses............................................. 7,000 Blue Sky fees and expenses (including legal fees)........................ 3,000 Transfer agent's and registrar's fees and expenses....................... -- Miscellaneous expenses................................................... -- --------- Total............................................................... $ 123,804 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company has the power, pursuant to Section 145 of the Delaware General Corporation Law, to limit the liability of directors of the Company for certain breaches of fiduciary duty and to indemnify its directors, officers and other persons for certain acts. The Company's Certificate of Incorporation includes the following provision: To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article 11, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 11, shall eliminate or reduce the effect of this Article 11 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 11, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). Article VI of the Company's By-laws provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. Pursuant to Article IV of the Company's By-laws, in January 1987 the Registrant entered into Indemnification Agreements with its officers and directors, a form of which is contained in the Registrant's Proxy Statement for the 1986 Annual Meeting of Shareholders on file with the Commission. The Indemnification Agreements provide the Registrant's officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. The By-laws of the Company also provide that the Company shall indemnify its directors and executive officers to the full extent permitted by Delaware law, including circumstances in which indemnification may otherwise be discretionary under Delaware law. The Company has entered into separate indemnification agreements with its directors and officers, which may require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. II-1 12 The Registration Rights Agreement (Exhibit 4.4 hereto) provides for cross-indemnification of the Selling Stockholders and the Registrant, its directors and officers for certain liabilities arising under the Securities Act or otherwise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------ 4.2(1) Preferred Shares Rights Agreement dated as of November 22, 1988 between Registrant and Bank of America, N.T. & S.A. 4.4(2) Registration Rights Agreement dated as of December 14, 1993 by and between Registrant and Bear, Stearns & Co. Inc. 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation. 24.1 Consent of Independent Auditors (see page II-7). 24.2 Consent of Counsel (included in Exhibit 5.1). 25.1 Power of Attorney (included on page II-5).
- --------------- (1) Incorporated by reference to exhibits filed in response to Item 2, "Exhibits," of the Company's Registration Statement on Form 8-A, as amended, filed with the Securities and Exchange Commission on November 23, 1988. (2) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits" of the Company's Annual Report on Form 10-K for the year ended July 1, 1994. ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: a. To include any prospectus required by Section 10(a)(3) of the Securities Act; b. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; c. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a) and (b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 13 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon 430A and contained in a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. II-3 14 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-3 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 25TH DAY OF AUGUST, 1994. SEAGATE TECHNOLOGY, INC. By: ALAN F. SHUGART (Alan F. Shugart) (Chairman of the Board of Directors, President, Chief Executive Officer and Chief Operating Officer) 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-3 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 - --------------------------------------------- ------------------------------ ALAN F. SHUGART President, Chief Executive August 25, 1994 (Alan F. Shugart) Officer, Chief Operating Officer and Chairman of the Board of Directors (Principal Executive Officer) DONALD L. WAITE Senior Vice President and August 25,1994 (Donald L. Waite) Chief Financial Officer (Principal Financial and Accounting Officer) GARY B. Director August 25, 1994 FILLER (Gary B. Filler) ROBERT A. KLEIST Director August 25, 1994 (Robert A. Kleist) KENNETH E. HAUGHTON Director August 25, 1994 (Kenneth E. Haughton) Director August , 1994 (Thomas P. Stafford) LAWRENCE PERLMAN Director August 25, 1994 (Lawrence Perlman) LAUREL L. WILKENING Director August 25, 1994 (Laurel L. Wilkening)
II-4 15 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Seagate Technology, Inc. for the registration of 10,314,286 shares of its Common Stock and to the incorporation by reference therein of our report 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 LLP San Jose, California August 25, 1994 II-5 EX-5 2 SEAGATE WILSON SONSINI OPINION 1 EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (415) 493-9300 August 26, 1994 Seagate Technology, Inc. 920 Disc Drive Scotts Valley, California 95066 RE: SEAGATE TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission on August 26, 1994 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 10,314,286 shares of your Common Stock, par value $.01 per share (the "Shares"). The Shares are issuable upon conversion of the Company's 5% Convertible Subordinated Debentures Due 2003. As your counsel in connection with this transaction, we have examined the proceedings taken and proposed to be taken in connection with the issuance of the Shares. It is our opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the issuance of the Shares, including such proceedings to be carried out in accordance with the securities laws of the various states, where required, the Shares, when issued in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation -----END PRIVACY-ENHANCED MESSAGE-----