-----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, CgQTUWATVGV5lbUpSe77Qcj1tL/myfdM5qZaXhzh6RlfypCm6Yq9yOLV4gysWmJ+ IJEw7sRL/+bp7o8THzBE2w== 0000891618-94-000210.txt : 19941017 0000891618-94-000210.hdr.sgml : 19941017 ACCESSION NUMBER: 0000891618-94-000210 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941014 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56027 FILM NUMBER: 94552766 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 S-3 1 FORM S-3 REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 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. Wilson, Sonsini, Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS POSSIBLE AFTER THIS 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 MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE - ------------------------------------------------------------------------------------------------- Common Stock, $.01 par value...................... 737,099 shares(1) $22 1/4(2) $16,400,452.75(2) $5,655.33
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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 October 7, 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 SUBJECT TO COMPLETION, DATED OCTOBER 14, 1994 PROSPECTUS 737,099 SHARES SEAGATE TECHNOLOGY, INC COMMON STOCK This Prospectus may be used in connection with the offer and sale, from time to time, of up to 737,099 shares (the "Shares") of Common Stock, $.01 par value per share (the "Common Stock"), of Seagate Technology, Inc. ("Seagate" or the "Company"), for the account of 9001-7138 Quebec Inc., a corporation organized under the laws of Quebec (the "Selling Stockholder"). All of the Shares covered hereby are to be sold by the Selling Stockholder. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder. The expenses incurred in registering the Shares, including legal and accounting fees, will be paid by the Company. The Shares offered hereby were acquired by the Selling Stockholder from the Company in connection with the acquisition by the Company of all of the outstanding capital stock of Crystal Computer Services Inc. in May 1994. Terry Cunningham, the sole shareholder of 9001-7138 Quebec Inc., is President of Crystal Computer Services Inc., now a wholly owned subsidiary of the Company. The Shares may be offered and sold, from time to time, by the Selling Stockholder in one or more transactions (which may involve block transactions) on the Nasdaq National Market (or any exchange on which the Common Stock may then be listed), in the over-the-counter market, in negotiated transactions or otherwise. Sales will be effected at such prices and for such consideration as may be obtainable from time to time. Commission expenses and brokerage fees, if any, will be paid by the Selling Stockholder. See "Plan of Distribution." The Company's Common Stock is traded on the Nasdaq National Market under the symbol "SGAT." On October 12, 1994, the last sale price for the Common Stock as reported on the Nasdaq National Market was $25 3/8 per share. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES 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 OCTOBER , 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 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 PCs 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 magnetic 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 broadened strategy may include expanding its traditional rigid magnetic disc drive business to include other forms of data storage and retrieval, such as flash memory. The Company's broadened strategy may 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 the Shares 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 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 that 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 that meet changing customer needs, and that 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 magneto-resistive ("MR") heads to be incorporated into future products. MR heads have discrete read and write structures that 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 effects 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 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 demand, these high fixed costs have had, and could in the future have, a material adverse effect on the Company's 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 manufacturers 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 that have particularly affected the market price for many technology companies and that 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. USE OF PROCEEDS The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholder. SELLING STOCKHOLDER 9001-7138 Quebec Inc. (the "Selling Stockholder") acquired the Shares in connection with the acquisition (the "Acquisition") by the Company of all of the outstanding capital stock of Crystal Computer Services Inc. on May 30, 1994. The Shares held by the Selling Stockholder represent approximately 1% of the outstanding shares of the Company's Common Stock as of September 2, 1994. Terry Cunningham, the sole shareholder of 9001-7138 Quebec Inc., is President of Crystal Computer Services Inc., now a wholly owned subsidiary of the Company. Pursuant to the terms of the Registration Rights Agreement dated as of May 30, 1994 (the "Registration Rights Agreement"), between the Company and the Selling Stockholder, the Company undertook to use its best reasonable efforts to register, at the request of the Selling Stockholder, the Shares held by the Selling Stockholder. The Registration Rights Agreement also includes certain indemnification arrangements with the Selling Stockholder. On August 16, 1994, the Selling Stockholder exercised its registration rights and requested that the Company register all of the Shares. 6 8 PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Stockholder or by pledgees, donees, transferees or other successors in interest. Such sales may be made in any one or more transactions (which may involve block transactions) on the Nasdaq National Market, or any exchange on which the Common Stock may then be listed, in the over-the-counter market or otherwise in negotiated transactions or a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholder may effect such transactions by selling shares to or through broker-dealers, and such broker-dealers may sell the Shares as agent or may purchase such Shares as principal and resell them for their own account pursuant to this Prospectus. Such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholder and/or purchasers the Shares, for whom they may act as agent (which compensation may be in excess of customary commissions). In connection with such sales, the Selling Stockholder and any participating brokers or dealers may be deemed to be "underwriters"as defined in the Securities Act. The Registration Rights Agreement provides that the Company will indemnify the Selling Stockholder against certain liabilities, including liabilities under the Securities Act. 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) April 15, 1995 or (b) the date on which all Shares offered hereby have been sold by the Selling Stockholder. 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. 7 9 - ------------------------------------------------------ - ------------------------------------------------------ TABLE OF CONTENTS
PAGE Available Information................... 2 Incorporation of Certain Documents by Reference............................. 2 The Company............................. 3 Risk Factors............................ 4 Use of Proceeds......................... 6 Selling Stockholder..................... 6 Plan of Distribution.................... 7 Legal Matters........................... 7 Experts................................. 7 ------------------------ 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 Stockholder. This Prospectus does not con- stitute 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. - --------------------------------------------- - ---------------------------------------------
- ------------------------------------------------------ - ------------------------------------------------------ 737,099 SHARES SEAGATE TECHNOLOGY, INC. COMMON STOCK ------------------------ PROSPECTUS ------------------------ October , 1994 - ------------------------------------------------------ - ------------------------------------------------------ 10 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............................................ $ 5,656 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................................................. $43,656 =======
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 Delaware law, including circumstances in which indemnification may otherwise be discretionary under Delaware 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 Delaware law and may require the Registrant, among other things, to indemnify its officers and directors against certain liabilities that may arise by reason of their status as officers or directors (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. The Registration Rights Agreement (Exhibit 4.5 hereto) provides for cross-indemnification of the Selling Stockholder and the Registrant, its directors and officers for certain liabilities arising under the Securities Act or otherwise. II-1 11 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 Seagate Technology, Inc. and Bank of America, N.T. & S.A. 4.5 Registration Rights Agreement dated as of May 30, 1994, by and between Seagate Technology, Inc. and 9001-7138 Quebec Inc. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 24.1 Consent of Independent Auditors (see page II-5). 24.2 Consent of Counsel (included in Exhibit 5.1). 25.1 Power of Attorney (included on page II-4).
- --------------- (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. 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. 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 II-2 12 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 13 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 12th day of October, 1994. SEAGATE TECHNOLOGY, INC. By: /s/ 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 - --------------------------------------------- ------------------------ --------------------- /s/ ALAN F. SHUGART President, Chief October 12, 1994 - --------------------------------------------- Executive Officer and (Alan F. Shugart) Chairman of the Board of Directors (Principal Executive Officer) /s/ DONALD L. WAITE Senior Vice President October 12, 1994 - --------------------------------------------- and Chief Financial (Donald L. Waite) Officer (Principal Financial and Accounting Officer) /s/ GARY B, FILLER Director October 12, 1994 - --------------------------------------------- (Gary B. Filler) /s/ ROBERT A. KLEIST Director October 12, 1994 - --------------------------------------------- (Robert A. Kleist) /s/ KENNETH E. HAUGHTON Director October 12, 1994 - --------------------------------------------- (Kenneth E. Haughton) /s/ THOMAS P. STAFFORD Director October 12, 1994 - --------------------------------------------- (Thomas P. Stafford) /s/ LAWRENCE PERLMAN Director October 12, 1994 - --------------------------------------------- (Lawrence Perlman) /s/ LAUREL L. WILKENING Director October 12, 1994 - --------------------------------------------- (Laurel L. Wilkening)
II-4 14 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 737,099 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 October 13, 1994 15 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBITS PAGE - ------- ---------------------------------------------------------------------------- 4.2 (1) Preferred Shares Rights Agreement dated as of November 22, 1988, between Seagate Technology, Inc. and Bank of America, N.T. & S.A. .................. 4.5 Registration Rights Agreement dated as of May 30, 1994, by and between Seagate Technology, Inc. and 9001-7138 Quebec Inc. ......................... 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation....... 24.1 Consent of Independent Auditors (see page II-5)............................. 24.2 Consent of Counsel (included in Exhibit 5.1)................................ 25.1 Power of Attorney (included on page II-4)...................................
- --------------- (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. EX-4.5 2 REGISTRATION RIGHT AGREEMENT DATED MAY 30, 1994 1 EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 30, 1994, between SEAGATE TECHNOLOGY, INC., a Delaware corporation (the 'Company"), and 9001-7138 Quebec Inc., a corporation organized under the laws of Quebec ("Holdings"). RECITALS A. Pursuant to the terms of the Stock Acquisition Agreement dated as of April 29, 1994 (the "Acquisition Agreement"), by and among the Company, Seagate Technology International Holdings, Crystal Computer Services Inc. and Holdings, Holdings acquired from the Company Seven Hundred Thirty-Seven Thousand and Ninety-Nine (737,099) fully paid and nonassessable shares of the Company's Common Stock, $.0l par value (the "Seagate Shares"). B. The Acquisition Agreement provides for the execution and delivery of this Agreement at the closing of the transactions contemplated thereby. NOW, THEREFORE, in consideration of the representations, warranties, covenants and conditions herein and in the Acquisition Agreement, the parties hereto hereby agree as follows: SECTION 1 REGISTRATION RIGHTS 1.1 Requested Registration. (a) If the Company shall receive a written request from Holders who in the aggregate hold not less than 80% of the outstanding Registrable Securities (the "Initiating Holders") that the Company register under the Securities Act any shares of Registrable Securities held by any of them having an aggregate offering price exceeding $5,000,000, the Company shall use its best reasonable efforts to cause the shares of Registrable Securities specified in such request to be registered as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file as soon as practicable, but not later than sixty (60) days after receipt of the request of the Initiating Holders, a Form S-3 registration statement or, if such form is not then available, then such other form as is then available (or any successor form of registration statement to such Form S-3 or other available registration statement), with the SEC under the Securities Act to effect such registration; provided, however, that each such request shall (i) specify the number of shares of Registrable Securities intended to be offered and sold by each participating Holder, (ii) express the present intention of each participating Holder to offer or cause the offering of such shares of Registrable Securities for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of each participating Holder to provide all such information and materials and take all such action as may be required in order to permit the Company shall not be obligated to file any such registration statement pursuant to this Section 1. 1 prior to the earlier of (i) July 31, 1994, or (ii) ninety (90) days after the closing date of a public offering or offerings of equity securities of the Company registered under the Securities Act (provided, however, that if the respective investment bankers for the Company (or in the event such bankers are unable to agree, a third investment banker selected by each of such bankers) determine that such offering of Registrable Securities would adversely impact the market price of the Company's Common Stock based upon the then current market conditions, the filing of the registration statement may be delayed for not more than six (6) months from the date of such closing). In addition, notwithstanding the foregoing, the Company shall be entitled to postpone filing of any such registration statement for a reasonable period of time, but not in excess of ninety (90) calendar days from the date such filing would otherwise be required to be made; provided, however, that during such time the Company shall not file a registration statement relating to newly-issued shares of the Company's securities for sale to the public in order to raise funds for the Company's account. 2 (b) The Company is obligated to effect only one (1) such registration pursuant to this Section 1.1. (c) The participating Holders shall have 90 days from the effective date of a registration statement filed with the SEC pursuant to Section 1.1 (a) (the "Registration Statement") to sell their Registrable Securities (the "90-Day Period"); however, if the Company's insider trading compliance program prohibits any Holder from selling during the 90-Day Period, the Company will use its best reasonable efforts to cause the Registration Statement to remain effective following the 90-Day Period for the number of days during which such Holder was prohibited by such program from selling during the 90-Day Period. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.1(a). The right of any Holder granted registration rights by the Company pursuant to Section 1.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the shares of the participating Holders for which registration is requested, which representative shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.1, if the representative advises the participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten which is below the number of shares proposed to be registered by such Holders, then the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such participating Holders at the time of filing the registration statement, or as such Holders have otherwise agreed among themselves. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any participating Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters or the Company), then all Holders who have included Registrable Securities in the registration shall be offered the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.1(d). The participating Holders will provide the Company with a description of the proposed method or methods of distribution of securities from time to time contemplated by such Holders and the Company shall include such description in the registration statement and file any and all amendments and supplements necessary in connection therewith. 1.2 Company Registration. (a) If, at any time or from time to time, the Company shall determine to register any of its securities, whether for its own account or for a security holder or holders exercising their respective demand registration rights, other than (i) a registration relating solely to employee benefit plans on Form S-1 or S-8 or similar forms which may be promulgated in the future, or (ii) a registration on Form S-4 or similar form which may be promulgated in the future relating solely to a SEC Rule 145 transaction, the Company will promptly give to the Holders written notice thereof and include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request or requests, made within fifteen (15) business days after receipt of such written notice from the Company by the Holders. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a). In such event the right of each Holder to registration pursuant to this Section 1.2 shall be -2- 3 conditioned upon such Holder's agreeing to participate in such underwriting and in the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders distributing securities in the offering) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company or by other holders exercising their demand registration rights. Notwithstanding any other provision of this Section 1.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude the Registrable Securities or other securities requested to be registered. The Company shall so advise the Holders and the other holders distributing their securities through such underwriting, and the number of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all holders thereof (other than those holders who are exercising their demand registration rights) in proportion, as nearly as practicable, to the respective amounts of securities entitled to inclusion in such registration held by such holders at the time of filing the registration statement; provided, however, that (i) in no event (unless such participating Holders request) shall the amount of Registrable Securities included by the Holders in any such offering occurring after July 31, 1994 be reduced below twenty percent (20%) of the total shares to be sold in the registered public offering, and (ii) securities which are not Registrable Securities shall be excluded before any Registrable Securities are excluded from such offering. If the Holders or any other holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 1.3 Obligations of the Company. Whenever the Company is required by the provisions of this Agreement to use its best reasonable efforts to effect the registration of any Registrable Securities under the Securities Act, the Company shall: (i) Prepare and, as soon as practicable, file with the SEC a registration statement with respect to the shares of Registrable Securities as to which registration has been requested, and shall use its best reasonable efforts to cause such registration statement to become effective and to remain effective until the earlier of (i) the sale of such shares of Registrable Securities so registered or (ii) 90 days subsequent to the effective date of such registration, unless extended further pursuant to the terms of Section 1.1(c). (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of (i) the sale of the shares of Registrable Securities so registered or (ii) 90 days subsequent to the effective date of such registration statement, unless extended further pursuant to the terms of Section 1.1(c). (iii) Furnish to the participating Holders or the underwriters such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the. Securities Act, as the participating Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current. (iv) Use its best efforts to register or qualify the shares of Registrable Securities covered by such registration statement under the securities or Blue Sky laws of such states as the participating Holders shall reasonably request, maintain any such registration or qualification current until the earlier of (i) the sale of the shares of Registrable Securities so registered or (ii) 90 days subsequent to the effective date of the registration statement, unless extended further pursuant to the terms of Section 1.1(c); provided, however, that the Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where the Company is not so qualified. -3- 4 (v) Take all such other action either necessary or desirable to permit the shares of Registrable Securities held by Holder (or its permitted assignees) to be registered and disposed of in accordance with the method of disposition described herein, including, if required by the broker effecting the sale of the Registrable Securities held by the Holders, delivery of an agreement containing representations, warranties and indemnities of the type that are customary in the distribution of like securities. (vi) Enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each participating Holder participating in such underwriting shall also enter into and perform its obligations under any such agreement. 1.4 Expenses. (a) All expenses, other than discounts and commissions, incurred in connection with any registration pursuant to Section 1.1 and Section 1.2 shall be borne by the Company. The costs and expenses of any such registration shall include, without limitation, the reasonable fees and expenses of the Company's counsel and its accountants, the reasonable fees and expenses of one counsel for the participating Holders and all other costs and expenses of the Company incident to the preparation, printing and filing under the Securities Act of the registration statement and all amendments and supplements thereto and the cost of furnishing copies of each preliminary prospectus, each final.prospectus and each amendment or supplement thereto to underwriters, dealers and other purchasers of the securities so registered, the costs and expenses incurred in connection with the qualification of such securities so registered under the "blue sky" laws of various jurisdictions, the fees and expenses of the Company's transfer agent and all other costs and expenses of complying with the provisions of this Section 1 with respect to such registration (collectively, "Registration Expenses"). However, the Company shall not be required to pay for any Registration Expenses of any registration proceeding begun pursuant to Section 1.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, in which case all Holders participating in such registration shall bear such expenses of a majority. Notwithstanding the foregoing, the first time the Holders withdraw from a registration proceeding begun pursuant to Section 1.1, the Company will pay the Registration Expenses, and such registration proceeding will not constitute and will not be deemed to constitute a registration pursuant to Section 1.1, and the Company's obligation to effect one (1) such registration pursuant to Section 1.1 shall remain outstanding. (b) Excluding the Registration Expenses, the participating Holders (and other holders including any securities in such registration) shall pay all other expenses incurred on their behalf with respect to any registration pursuant to Section 1.1 or 1.2, including any counsel for the participating Holders (other than counsel as provided in Section 1.4(a)) and all underwriting discounts and selling commissions with respect to the Registrable Securities sold by them pursuant to such registration statement. 1.5 Indemnification. (a) In the case of any offering registered pursuant to this Section 1, the Company hereby indemnifies and agrees to hold harmless each participating Holder, any underwriter (as defined in the Securities Act) of securities offered by such participating Holder, and each person, if any, who controls such participating Holder or any such underwriter within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which any such persons may be subject, under the Securities Act or otherwise, and to reimburse any of such persons for any legal or other expenses reasonably incurred by them in connection with investigating any claims or defending against any actions, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such shares of Registrable Securities were registered under the Securities Act pursuant to this Section 1, any prospectus contained therein, if used during the period appropriate for such prospectus, or any amendment or supplement thereto, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are (i) based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished to the Company in writing by such Holder or any underwriter for such Holder specifically for use therein, or -4- 5 (ii) made in any preliminary prospectus, and the prospectus contained in the registration statement as declared effective or in the form filed by the Company with the SEC pursuant to Rule 424 under the Securities Act shall have corrected such statement or omission and a copy of such prospectus shall not have been sent or otherwise delivered to such person at or prior to the confirmation of such sale to such person. (b) By requesting registration under this Section 1, each participating Holder agrees, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, and each underwriter shall agree, in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and to hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which any of such persons may be subject under the Securities Act or otherwise, and to reimburse any of such persons for any legal or other expenses incurred in connection with investigating or defending against any such losses, claims, damages or liabilities, but only to the extent it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission of a material fact in any registration statement under which the shares of Registrable Securities were registered under the Securities Act pursuant to this Section 1, any prospectus contained therein, or any amendment or supplement thereto, which was based upon and made in conformity with information furnished to the Company in writing by such Holder or such underwriter expressly for use therein. (c) Each party entitled to indemnification under this Section 1.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1 unless such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, (i) in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, or (ii) shall be liable for amounts paid in any settlement if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 1.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 1.6 Issuances by the Company or Other Holders. As to each registration statement referred to in Section 1.1, additional shares of Company Common Stock to be sold for the account of the Company or other holders may be included therein, provided that the Company's or other holders' inclusion of any other -5- 6 securities in such registration statement may be conditioned or restricted if, in the opinion of the managing underwriter or underwriters of the offering for which such registration statement is being filed, marketing factors require a limitation of the number of shares to be underwritten. 1.7 Information by Holder. The participating Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders in the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 1. 1.8 Transfer of Registration Rights. Holdings may assign any or all of its registration rights under this Section 1 to a transferee who, after such transfer, holds at least 20% of the Registrable Securities, provided that the Company shall be entitled to written notice of any such transfer no later than 10 days after such transfer. No transferee, assignee or other person purporting to exercise rights under this Section 1 who is not a signatory to this Agreement shall be entitled to do so unless and until such person agrees in a writing delivered to the Company to be bound by the terms of this Agreement. 1.9 Limitations of Subsequent Registration Rights. The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder to include such securities in any registration filed under Section 1. 1 or 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration, (i) in the case of a registration pursuant to Section 1.1, only to the extent inclusion of such holder or holders securities would not diminish the amount of Registrable Securities of any participating Holder which are included or the per share price of the offering, and (ii) in the case of a registration pursuant to Section 1.2, only to the extent the terms of such agreement (including the cut-back provisions) are consistent with the rights of the Holders to participate in any such registration as set forth in Section 1.2. 1.10 Termination of Registration Rights. The registration rights granted pursuant to this Section 1 shall terminate as to any Holder at such time as all Registrable Securities beneficially owned by such Holder can be sold within a given three-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 and a written opinion to that effect of legal counsel for the Company delivered to such Holder which shall be reasonably satisfactory in form and substance to legal counsel for such Holder. Notwithstanding the foregoing, such registration rights shall terminate three (3) years from the date of this Agreement. SECTION 2 MISCELLANEOUS 2.1 Certain Definitions. As used in this Agreement: (a) The term "beneficially owned" refers to the meaning of such terms as provided in Rule 13d-3 promulgated under the Exchange Act. References to ownership of Voting Stock hereunder mean beneficial ownership. (b) The term "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time. (c) The term "person" shall mean any person, individual, corporation, partnership, trust or other nongovernmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise). (d) The term "Holder" means Holdings and any transferee of Registrable Securities pursuant to Section 1. 8 of this Agreement, provided that any such person shall cease to be a Holder at such time as the registration rights to which such person is entitled hereunder terminate pursuant to Section 1.10. -6- 7 (e) The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. (f) The term "Registrable Securities" means (i) the Seagate Shares and (ii) any shares of the Company's Common Stock (or Common Stock issued by the Company upon the exercise, conversion or exchange of any other securities) issued by the Company to Holdings with respect to such shares of Common Stock held by Holdings upon any stock split, stock dividend, recapitalization, or similar event; provided, that if, upon any stock dividend, recapitalization or similar event, the Company issues securities which are not immediately convertible into Common Stock, the term "Registrable Securities" shall also include such securities. (g) The term "Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. (h) The term "SEC" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. 2.2 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California as applied to contracts entered into solely between residents of, and to be performed entirely within, such state. 2.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by a party without the prior written consent of the other party. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than Holdings and the Company and no person shall assert any rights as third party beneficiary hereunder. 2.4 Entire Agreement: Amendment. This Agreement contains the entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersedes all prior agreements and understandings among the parties relating to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 2.5 Notices and Dates. All notices or other communications required or permitted under this Agreement shall be made in the manner provided in Section of the Acquisition Agreement. In the event that any date provided for in this Agreement falls on a Saturday, Sunday or legal holiday, such date shall be deemed extended to the next business day. 2.6 Language Interpretation. In the interpretation of this Agreement, unless the context otherwise requires, (i) words importing the singular shall be deemed to import the plural and vice versa, (ii) words denoting gender shall include all genders, (iii) references to persons shall include corporations or other entities and vice versa, and (iv) references to parties, sections, schedules, paragraphs and exhibits shall mean the parties, sections, schedules, paragraphs and exhibits of and to this Agreement, unless otherwise indicated by the context. 2.7 Table of Contents: Titles: Headings. The Table of Contents, titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 2.8 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other party. 2.9 Severability. If any provision of this Agreement or portion thereof is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. -7- 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers as of the date aforesaid. "COMPANY" SEAGATE TECHNOLOGY, INC., a Delaware corporation By: /s/ Donald L. Waite Name: Donald L. Waite Tide: Senior Vice President, Finance and Chief Financial Officer, "HOLDINGS" 9001-7138 QUEBEC INC., a corporation incorporated under the laws of Quebec By: /s/ Terry Cunningham Name: Terry Cunningham Title: President -8- EX-5.1 3 OPINION OF WILSON SONSINI ET AL DATED OCT 14, 1994 1 EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300 OCTOBER 14, 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 October 14, 1994 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 737,099 shares of your Common Stock, par value $.01 per share (the "Shares"), all of which are authorized and have been previously issued to 9001-7138 Quebec Inc. (the "Selling Stockholder") in connection with the acquisition by the Company of all of the outstanding capital stock of Crystal Computer Services Inc. The Shares are to be offered by the Selling Stockholder for sale to the public as described in the Registration Statement. As your counsel in connection with this transaction, we have examined the proceedings taken and proposed to be taken in connection with the sale of the Shares. It is our opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the registration 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 sold 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-----