-----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, YR+WmHZ3orHbc4DBC0bBQh3ygsnMhJxq/++8Q4U/8SkAweiP+Uz8N074kpr9g6ZI uUhq+RkcnmNyKOnjtGXKDA== 0000891618-94-000246.txt : 19941205 0000891618-94-000246.hdr.sgml : 19941205 ACCESSION NUMBER: 0000891618-94-000246 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941202 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11403 FILM NUMBER: 94563123 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 8-A12B/A 1 AMEND.#1 TO 8-A12B 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEAGATE TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) DELAWARE 94-2612933 (State of incorporation or organization) (IRS Employer I.D. No.) 920 DISC DRIVE, SCOTTS VALLEY, CALIFORNIA 95066 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Common Stock, $.01 par value New York Stock Exchange 6 3/4% Convertible Subordinated Debentures Due 2012 New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE 2 Item 1. Description of Registrant's Securities to be Registered The authorized capital stock of Seagate Technology, Inc. (the "Registrant") consists of 200,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. The Registrant also has issued 6 3/4% Convertible Subordinated Debentures Due 2012. COMMON STOCK Subject to preferences that may be applicable to any outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. The Registrant has not paid any cash dividends on its Common Stock. Each holder of Common Stock is entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, except that upon giving notice required by law, shareholders may cumulate their votes in the election of directors. In the event of a liquidation, dissolution or winding up of the Registrant, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding Preferred Stock. Holders of Common Stock have no preemptive rights and have no rights to convert their Common Stock into any other securities and there are no redemption provisions with respect to such shares. PREFERRED STOCK There are no shares of Preferred Stock outstanding. The Preferred Stock may be issued from time to time in one or more series. The Registrant's Board of Directors has authority to fix the designation, powers, preferences and rights of each such series and the qualifications, limitations and restrictions thereon and to increase or decrease the number of shares of such series (but not below the number of shares of such series then outstanding), without any further vote or action by the shareholders. The Registrant has no present plans to issue any shares of Preferred Stock. -2- 3 DEBENTURES The 6 3/4% Convertible Subordinated Debentures Due 2012 (the "Debentures") were issued under an Indenture (the "Indenture") dated as of May 6, 1987 between the Registrant and Chemical Bank, as Trustee (the "Trustee"). The Debentures were originally issued in the principal amount of $287,500,000. The Company subsequently repurchased and retired $20,662,000 principal amount of the Debentures. The Debentures are unsecured subordinated obligations of the Registrant, mature on May 1, 2012 and bear interest from the date of original issue at the rate of 6 3/4% per annum, payable semiannually on May 1 and November 1 of each year, commencing November 1, 1987, to the holders of record at the close of business on the preceding April 15 or October 15, respectively. Principal and premium, if any, and interest are payable, and the Debentures may be presented for conversion, registration of transfer and exchange at offices or agencies maintained by the Registrant for such purposes in New York, New York. The Debentures are issued only in registered form in denominations of $1,000 or any integral multiple thereof. The Debentures are exchangeable and transfers thereof will be registrable without charge therefor, but the -3- 4 Registrant may require a payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee acts as paying agent, registrar and conversion agent. Conversion. The Debentures or portions thereof (in denominations of $1,000 or integral multiples thereof) are convertible into Common Stock of the Registrant at any time prior to redemption or maturity, at the initial conversion price of $42.50, subject to adjustment as described below. No adjustment or payment will be made by the Registrant on conversion of any Debenture for interest accrued thereon or for dividends or distributions on any Common Stock issued. Unless called for redemption on a date in such period, any Debenture surrendered for conversion between the close of business on a record date for the payment of interest and the opening of business on the next succeeding interest payment date must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Registrant is not required to issue fractional shares of Common Stock upon conversion of the Debentures and, in lieu thereof, will pay a cash adjustment based upon the last reported sales price of the Common Stock on the last business day prior to the date of conversion. In the case of Debentures called for redemption, conversion rights will expire at the close of business on the date fixed for redemption. Notice of redemption will be sent to the holders of Debentures to be redeemed by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption. The conversion price is subject to adjustment under formulas as set forth in the Indenture in certain events, including: the issuance of Common Stock of the Registrant as a dividend or distribution on the Common Stock; subdivisions and combinations of the Common Stock; the issuance to all holders of Common Stock of certain rights or warrants entitling them to subscribe for or purchase Common Stock at less than the current market price (defined to mean the average of the daily closing prices on the 30 consecutive trading days commencing 45 trading days before the date in question); and the distribution to all holders of Common Stock of equity securities (other than Common Stock), evidences of indebtedness or other assets (excluding cash dividends or distributions from retained earnings) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in this sentence). No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided, that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. The Registrant reserves the right to make such reduction in the conversion price, in addition to those required in the foregoing provisions, as the Registrant in -4- 5 its discretion shall determine to be advisable in order that certain distributions hereafter made by the Registrant to its stockholders shall not be taxable. Except as stated above, the conversion price will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock, or carrying the right to purchase any of the foregoing. In the case of (i) any reclassification of Common Stock, (ii) any consolidation or merger involving the Registrant as a result of which holders of Common Stock shall be entitled to receive stock, securities, or other assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of all or substantially all of the assets or business of the Registrant as an entirety or substantially as an entirety, the holders of the Debentures then outstanding will be entitled thereafter to convert such Debentures into the kind and amount of shares of stock, other securities or other assets (including cash) which they would have been entitled to receive upon such reclassification, consolidation, merger, sale or conveyance had such Debentures been converted immediately prior to such reclassification, consolidation, merger, sale or conveyance. Optional Redemption. The Debentures are redeemable on at least 30 and not more than 60 days notice, at the option of the Registrant, as a whole or in part, at any time, at the following prices (expressed as percentages of the principal amount), together with accrued interest to the date fixed for redemption: If redeemed during the 12-month period beginning May 1:
Year Percentage Year Percentage ----------------------------- ---------- ----------------------------- ---------- 1987 . . . . . . . . . . . . 106.750% 1992 . . . . . . . . . . . . 103.375% 1988 . . . . . . . . . . . . 106.075 1993 . . . . . . . . . . . . 102.700 1989 . . . . . . . . . . . . 105.400 1994 . . . . . . . . . . . . 102.025 1990 . . . . . . . . . . . . 104.725 1995 . . . . . . . . . . . . 101.350 1991 . . . . . . . . . . . . 104.050 1996 . . . . . . . . . . . . 100.675
and 100% if redeemed on or after May 1, 1997; provided, however, that the Debentures may not be redeemed prior to May 1, 1990, unless the last reported sales price of the Registrant's Common Stock equals or exceeds 150% of the then effective conversion price (as described above) for at least 20 days within a period of 30 consecutive trading days ending within five days of the date on which the notice of redemption is first mailed. -5- 6 Sinking Fund. The Indenture provides that, as a sinking fund, the Registrant will pay to the Trustee before May 1, in each of the years from 1998 to 2011, inclusive, an amount in cash sufficient to redeem, on such May 1, $14,375,000 principal amount of the Debentures. The sinking fund redemption price is 100% of the principal amount of Debentures being redeemed, together with interest accrued to the date fixed for redemption. The Registrant has the right to credit Debentures redeemed (otherwise than through operation of the sinking fund) or converted (other than Debentures surrendered for conversion that had been called for redemption by application of a sinking fund payment) or previously delivered to the Trustee for cancellation, at the sinking fund redemption price, in lieu of making all or any part of such sinking fund payment in cash. The amount of any sinking fund payment in any year shall automatically be reduced by the sinking fund redemption price of any Debenture called for redemption through operation of the sinking fund or converted into Common Stock on or before the date fixed for redemption. Subject to a right of carryover if the amount in the sinking fund in any year is less than $50,000, the Indenture provides that the Trustee will apply cash sinking fund payments to the redemption of Debentures on each such May 1. Subordination of Debentures. The indebtedness evidenced by the Debentures is subordinate in right of payment to the prior payment in full of all Senior Debt (defined below). During the continuance beyond any applicable grace period of any default in the payment of principal, premium, interest or rent due on any Senior Debt, no payment of principal of, or premium, if any, or interest on the Debentures shall be made by the Registrant. In addition, upon any distribution of assets of the Registrant upon any dissolution, winding up, liquidation or reorganization, the payment of the principal of, or premium, if any, and interest on the Debentures is to be subordinated to the extent provided in the Indenture in right of payment to the prior payment in full of all Senior Debt. By reason of such subordination, in the event of the Registrant's dissolution, holders of Senior Debt may receive more, ratably, and holders of the Debentures may receive less, ratably, than other creditors of the Registrant. Such subordination will not prevent the occurrence of any Event of Default (defined below) under the Indenture. The term "Senior Debt" means the principal of, premium, if any, or interest on, or rent due, pursuant to any of the following, whether outstanding on the date of the Indenture or thereafter incurred or created: (a) all indebtedness of the Registrant for money borrowed (including any indebtedness secured by a mortgage or other lien which is (i) given to secure all or part of the purchase price of property subject thereto, -6- 7 whether given to the vendor of such property or to another, or (ii) existing on property at the time of acquisition thereof); (b) all indebtedness of the Registrant evidenced by notes, debentures, bonds or other securities of the Registrant (other than the Debentures); (c) all lease obligations of the Registrant which are capitalized on the books of the Registrant in accordance with generally accepted accounting principles; (d) all indebtedness of others of the kinds described in either of the preceding clauses (a) or (b) and all lease obligations of others of the kinds described in the preceding clause (c) assumed by or guaranteed in any manner by the Registrant or in effect guaranteed by the Registrant through an agreement to purchase, contingent or otherwise; and (e) all renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (a), (b) or (d) and all renewals or extensions of leases of the kinds described in either of the preceding clauses (c) or (d) whether or not there is any notice to or consent of the Debentureholders; unless, in the case of any particular indebtedness, lease, renewal, extension or refunding, the instrument or lease creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to the Debentures. Events of Default and Remedies. An Event of Default is defined in the Indenture as being default in payment of the principal of and premium, if any, on any of the Debentures; default in payment of any sinking fund installments; default for 30 days in payment of any instrument of interest on the Debentures; default by the Registrant for 90 days after written notice in the observance or performance of any other covenant in the Indenture; acceleration with respect to instruments under which the Registrant has outstanding at the time in excess of $10,000,000 aggregate principal amount of indebtedness for money borrowed if such acceleration is not annulled or rescinded (or such indebtedness discharged) within 10 days; and any one of certain events involving bankruptcy, insolvency or reorganization of the Registrant. The Indenture will provide that the Trustee may withhold notice to the holders of Debentures of any default (except in payment of principal, or premium, if any, or interest on, or any sinking fund installment with respect to, the Debentures) if the Trustee considers it in the interest of the holders of the Debentures to do so. -7- 8 The Indenture provides that if an Event of Default shall have occurred and be continuing, the Trustee or the holders of not less than 25% in principal amount of the Debentures then outstanding may declare the principal of all of the Debentures and interest accrued thereon to be due and payable immediately, but if the Registrant shall cure all defaults and certain other conditions are met, such declaration may be annulled and past defaults may be waived by the holders of a majority in principal amount of the Debentures then outstanding. The holders of not less than a majority in principal amount of the Debentures then outstanding shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee subject to certain limitations specified in the Indenture. Modification of the Indenture. The Indenture contains provisions permitting the Registrant and the Trustee, with the consent of the holders of not less than two-thirds in principal amount of the Debentures at the time outstanding, to modify the Indenture or any supplemental indenture or the rights of the holders of the Debentures, except that no such modification shall (i) extend the fixed maturity of any Debenture, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or redemption premium thereon, impair the right of a holder to institute suit for the payment thereof, or impair the right to convert the Debentures into Common Stock subject to the terms set forth in the Indenture, without the consent of the holder of each Debenture so affected, or (ii) reduce the aforesaid percentage of Debentures, the consent of the holders of which is required for such modification, without the consent of the holders of all of the Debentures. Merger and Consolidation. The Indenture provides that the Registrant may, without the consent of the holders of Debentures, consolidate with or merge into any other corporation or sell, lease or convey its property as an entirety or substantially as an entirety, provided that the corporation formed by such consolidation or into which the Registrant has been merged or which has acquired such property assumes by a supplemental indenture the Registrant's obligations under the Indenture. Upon compliance with these provisions by a successor corporation which has acquired the property of the Registrant as an entirety or substantially as an entirety, the Registrant would be discharged from all obligations and covenants under the Indenture and the Debentures. -8- 9 Item 2. Exhibits The securities described herein are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. Accordingly, the following exhibits required in accordance with Part II to the Instructions as to exhibits on Form 8-A have been duly filed with the New York Stock Exchange. 1. Registrant's Annual Report on Form 10-K for the fiscal year ended July 1, 1994. 2. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. 3. Definitive Proxy Statement and accompanying Notice with respect to Registrant's Annual Meeting of Shareholders held on October 27, 1994. 4. Certificate of Incorporation of Registrant, as amended. 5. Bylaws of Registrant. 6. Specimen of Registrant's Common Stock certificate. 7. Specimen of Registrant's Debenture certificate. 8. Registrant's Annual Report to Shareholders for the fiscal year ended July 1, 1994. 9. Indenture dated May 6, 1987 between the Registrant and Chemical Bank, as Trustee. -9- 10 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: December 2, 1994 SEAGATE TECHNOLOGY, INC. By: /S/ ALAN F. SHUGART -------------------------- Alan F. Shugart President, Chief Executive Officer and Chief Operating Officer -10- 11 SEAGATE TECHNOLOGY, INC. 920 Disc Drive Scotts Valley, CA 95066 December 1, 1994 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Attn: Filing Desk, Stop 1-4 Re: Seagate Technology, Inc. Registration Statement on Form 8-A Ladies and Gentlemen: Seagate Technology, Inc., a Delaware corporation (the "Registrant"), hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate action to make the Registration Statement on Form 8-A effective immediately upon the Commission's receipt of the certification to be provided by the New York Stock Exchange. Very truly yours, SEAGATE TECHNOLOGY, INC. By: /s/ Donald L. Waite ------------------------------- Donald L. Waite Senior Vice President, Finance, Chief Financial Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----