10-Q/A 1 0001.txt AMENDMENT #1 ON FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended December 31, 1999 Commission File Number 001-11403 SEAGATE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 94-2612933 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 920 Disc Drive, Scotts Valley, California 95066 (Address of principal executive offices) (Zip Code) Telephone: (831) 438-6550 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- On December 31, 1999, 215,847,927 shares of the registrant's common stock were issued and outstanding. INDEX SEAGATE TECHNOLOGY, INC.
PART I FINANCIAL INFORMATION PAGE NO. -------------------------------------------------------------------------------------------- Item 1. Financial Statements (Unaudited) Consolidated condensed statements of operations-- Three and six months ended December 31, 1999 and January 1, 1999 3 Consolidated condensed balance sheets-- December 31, 1999 (As amended June 14, 2000) and July 2, 1999 4 Consolidated condensed statements of cash flows-- Six months ended December 31, 1999 and January 1, 1999 5 Notes to consolidated condensed financial statements (As amended June 14, 2000 to revise Note 8) 6 PART II OTHER INFORMATION -------------------------------------------------------------- Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16
2 SEAGATE TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (In Millions, Except Per Share Data) (Unaudited)
Three Months Ended Six Months Ended -------------------------- -------------------------- December 31, January 1, December 31, January 1, 1999 1999 1999 1999 ------------ ---------- ------------ ----------- Revenue $1,645 $1,801 $3,327 $3,354 Cost of sales 1,334 1,373 2,738 2,605 Product development 146 156 286 297 Marketing and administrative 125 135 243 266 Amortization of goodwill and other intangibles 8 11 17 20 Restructuring costs 23 - 135 - Unusual items 325 - 325 78 ------ ------ ------ ------ Total Operating Expenses 1,961 1,675 3,744 3,266 Income (Loss) from Operations (316) 126 (417) 88 Interest income 21 27 42 53 Interest expense (13) (12) (26) (25) Activity related to equity interest in VERITAS (84) - (183) - Gain on sale of VERITAS stock 344 - 537 - Gain on sale of SanDisk stock 62 - 62 - Other - 4 (2) 8 ------ ------ ------ ------ Other Income (Expense), net 330 19 430 36 ------ ------ ------ ------ Income before income taxes 14 145 13 124 Provision for income taxes 72 41 70 50 ------ ------ ------ ------ Net Income (Loss) $ (58) $ 104 $ (57) $ 74 ====== ====== ====== ====== Net income (loss) per share: Basic $(0.27) $ 0.43 $(0.26) $ 0.30 Diluted (0.27) 0.42 (0.26) 0.30 Number of shares used in per share computations: Basic 214.8 244.9 216.7 245.0 Diluted 214.8 250.4 216.7 249.1
See notes to consolidated condensed financial statements. 3 SEAGATE TECHNOLOGY, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In Millions) (Unaudited)
December 31, July 2, ASSETS 1999 1999 (1) ------ ------------- --------- Cash and cash equivalents $ 486 $ 396 Short-term investments 1,057 1,227 Accounts receivable, net 779 872 Inventories 369 451 Deferred income taxes 254 252 Other current assets 145 114 ------- ------- Total Current Assets 3,090 3,312 Property, equipment and leasehold improvements, net 1,591 1,687 Investment in VERITAS Software, net 1,265 1,745 Goodwill and other intangibles, net 146 144 Other assets (2) 847 184 ------- ------- Total Assets $ 6,939 $ 7,072 ======= ======= LIABILITIES ----------- Accounts payable $ 630 $ 714 Accrued employee compensation 189 205 Accrued expenses 574 577 Accrued income taxes 276 43 Current portion of long-term debt 1 1 ------- ------- Total Current Liabilities 1,670 1,540 Deferred income taxes (2) 1,171 1,103 Other liabilities 168 163 Long-term debt, less current portion 704 703 ------- ------- Total Liabilities 3,713 3,509 ------- ------- STOCKHOLDERS' EQUITY -------------------- Common stock 3 3 Additional paid-in capital 1,752 1,991 Retained earnings 2,202 2,355 Accumulated other comprehensive income (loss) (2) 392 (7) Deferred compensation (36) (43) Treasury common stock at cost (1,087) (736) ------- ------- Total Stockholders' Equity 3,226 3,563 ------- ------- Total Liabilities and Stockholders' Equity $ 6,939 $ 7,072 ======= =======
(1) The information in this column was derived from the Company's audited consolidated balance sheet as of July 2, 1999. (2) See Note 8 to the consolidated condensed financial statements. See notes to consolidated condensed financial statements. 4 SEAGATE TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In Millions) (Unaudited)
Six Months Ended ------------------------- December 31, January 1, 1999 1999 ------------ ---------- OPERATING ACTIVITIES: Net income (loss) $ (57) $ 74 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 351 333 Deferred income taxes (192) 67 Non-cash portion of restructuring charge 76 - Activity related to equity interest in VERITAS 183 - Gain on sale of VERITAS stock (537) - Gain on sale of SanDisk stock (62) - Compensation expense for SSI exchange offer 284 - Other, net 53 25 Changes in operating assets and liabilities: Accounts receivable 85 (33) Inventories 63 89 Accounts payable (86) (1) Accrued income taxes (5) 5 Accrued expenses and employee compensation (135) 24 Other assets and liabilities, net 12 146 ------- ------- Net cash provided by operating activities 33 729 INVESTING ACTIVITIES: Acquisition of property, equipment and leasehold improvements, net (279) (259) Purchases of short-term investments (1,639) (3,676) Maturities and sales of short-term investments 1,803 3,550 Proceeds from sale of VERITAS stock 834 - Proceeds from sale of SanDisk stock 67 - Other, net (19) (20) ------- ------- Net cash provided by (used in) investing activities 767 (405) FINANCING ACTIVITIES: Sale of common stock 65 39 Purchase of treasury stock (776) (101) Other, net 1 (1) ------- ------- Net cash provided by (used in) financing activities (710) 63 Effect of exchange rate changes on cash and cash equivalents - (1) ------- ------- Increase in cash and cash equivalents 90 260 Cash and cash equivalents at the beginning of the period 396 666 ------- ------- Cash and cash equivalents at the end of the period $ 486 $ 926 ======= =======
See notes to consolidated condensed financial statements. 5 SEAGATE TECHNOLOGY, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation --------------------- The consolidated condensed financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes the disclosures included in the unaudited consolidated condensed financial statements, when read in conjunction with the consolidated financial statements of the Company as of July 2, 1999 and notes thereto, are adequate to make the information presented not misleading. The consolidated condensed financial statements reflect, in the opinion of management, all material adjustments necessary to summarize fairly the consolidated financial position, results of operations and cash flows for such periods. Such adjustments are of a normal recurring nature. The results of operations for the three and six month periods ended December 31, 1999 are not necessarily indicative of the results that may be expected for the entire fiscal year ending June 30, 2000. The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. Accordingly, fiscal 1999 was 52 weeks and ended on July 2, 1999 and fiscal 2000 will be 52 weeks and will end on June 30, 2000. 2. Net Income (Loss) Per Share --------------------------- The following table sets forth the computation of basic and diluted net income (loss) per share:
(In Millions, Except Three Months Ended Six Months Ended Per Share Data) ------------------------- ------------------------- December 31, January 1, December 31, January 1, 1999 1999 1999 1999 ------------ ---------- ------------- ---------- Numerator: Net income (loss) $ (58) $ 104 $ (57) $ 74 ------ ------ ------ ------ Denominator: Denominator for basic net income (loss) per share - weighted average shares outstanding 214.8 244.9 216.7 245.0
6 Incremental common shares attributable to exercise of outstanding options (assuming proceeds would be used to purchase treasury stock) - 5.5 - 4.1 ------ ------ ------ ------ Denominator for diluted net income (loss) per share - adjusted weighted average shares 214.8 250.4 216.7 249.1 ====== ====== ====== ====== Basic net income (loss) per share $(0.27) $ 0.43 $(0.26) $ 0.30 ====== ====== ====== ====== Diluted net income (loss) per share $(0.27) $ 0.42 $(0.26) $ 0.30 ====== ====== ====== ======
For the quarter and six months ended December 31, 1999, all options to purchase shares of common stock, including 8.3 million shares and 6.9 million shares, respectively, were excluded from the computation of diluted net loss per share because the effect would be anti-dilutive. Options to purchase 3.1 million shares and 10.1 million shares of common stock were outstanding during the quarter and six months ended January 1, 1999, respectively, but were not included in the computation of diluted net income per share because the options' exercise price was greater than the average market price of the common stock and, therefore, the effect would be antidilutive. 3. Balance Sheet Information ------------------------- (In millions)
December 31, July 2, 1999 1999 ------------- -------- Accounts Receivable: Accounts receivable $ 851 $ 925 Allowance for non-collection (72) (53) ------- ------- $ 779 $ 872 ======= ======= Inventories: Components $ 95 $ 143 Work-in-process 68 54 Finished goods 206 254 ------- ------- $ 369 $ 451 ======= ======= Property, Equipment and Leasehold Improvements: Property, equipment and leasehold improvements $ 3,549 $ 3,533 Allowance for depreciation and amortization (1,958) (1,846) ------- ------- $ 1,591 $ 1,687 ======= =======
7 4. Income Taxes ------------ The effective tax rate used to record the provision for income taxes for the six months ended December 31, 1999 was 534% compared with a 40% effective tax rate used to record the provision for income taxes for the six months ended January 1, 1999. The higher effective tax rate used to record the provision for income taxes for the six months ended December 31, 1999 resulted primarily from the effects of net non-deductible charges associated with the acquisition of the minority interest in Seagate Software, the net gain from the sales of VERITAS Software Corporation ("VERITAS") and SanDisk Corporation ("SanDisk") common stock and activity related to the Company's equity interest in VERITAS. Excluding these items, the Company's settlement of litigation with Rodime PLC (the "Rodime Settlement") and certain non-recurring restructuring costs, the pro forma effective tax rate used to record the provision for income taxes for the six months ended December 31, 1999 would have been 28%. The pro forma effective tax rate of 28% is less than the statutory rate because a portion of the Company's anticipated foreign operating income is not subject to foreign income taxes and is considered to be permanently reinvested in non- U.S. operations. 5. Supplemental Cash Flow Information ---------------------------------- (In millions)
Six Months Ended ------------------------ December 31, January 1, 1999 1999 ------------ ---------- Cash Transactions: Cash paid for interest $ 26 $ 26 Cash paid for income taxes, net of refunds 261 (123) Non-Cash Transactions: Acquisition of minority interest 19 -
6. Restructuring Costs ------------------- In the quarters ended October 1, 1999 and December 31, 1999, the Company recorded restructuring charges of $112 million and $23 million, respectively, for a total of $135 million. These charges were a result of a restructuring plan established to align the Company's global workforce and manufacturing capacity with existing and anticipated future market requirements and necessitated by the Company's improved productivity and operating efficiencies (the "fiscal 2000 restructuring plan"). These actions include workforce reductions, capacity reductions including closure of facilities or portions of facilities, write-off of excess equipment and consolidation of operations in the Company's recording media operations, disc drive assembly and test facilities, printed circuit board assembly manufacturing, recording head operations, software operations, customer service operations, sales and marketing activities, and research and development activities. The restructuring charges were comprised of $48 million for the write-off of excess manufacturing, assembly and test equipment formerly utilized in Singapore, Thailand and Northern California; $46 million for employee termination costs; $29 million for the write-off of owned facilities located in Singapore; $5 million in lease termination and holding costs; $5 million in renovation costs to restore facilities in Singapore and Northern 8 California to their pre-lease condition; and $2 million in contract cancellations associated with one of the Singapore facilities. Prior to this period, there was no indication of permanent impairment of the assets associated with the closure and consolidation of facilities. In connection with the restructuring activities taken to date, the Company plans to reduce its workforce by approximately 11,300 employees. Approximately 8,800 of the 11,300 employees had been terminated as of December 31, 1999. As a result of employee terminations and the write-off of equipment and facilities in connection with the restructuring charges recorded in the quarters ended October 1, 1999 and December 31, 1999 related to the fiscal 2000 restructuring plan, the Company estimates that after completion of these restructuring activities, annual salary and depreciation expense will be reduced by approximately $82 million and $73 million, respectively. As the Company implements additional actions pursuant to the fiscal 2000 restructuring plan, the Company anticipates that additional charges will be taken related to these actions and that the implementation of the fiscal 2000 restructuring plan will be substantially complete by September 30, 2000. In connection with the restructuring plan implemented in fiscal 1999, approximately 800 of the planned workforce reduction of 1,250 employees had been terminated as of December 31, 1999. As a result of employee terminations and the write-off or write-down of equipment and facilities in connection with the fiscal 1999 restructuring plan, the Company estimates that after completion of these restructuring activities, annual salary and depreciation expense will be reduced by approximately $27 million and $16 million, respectively. The Company anticipates that the implementation of the fiscal 1999 restructuring plan will be substantially complete by the end of March 2000. The following table summarizes the Company's restructuring activities for the six months ended December 31, 1999:
Severance and Excess Contract In millions Benefits Facilities Equipment Cancellations Other Total --------------------------------------------------------------------- Reserve balances, July 2, 1999 $ 4 $ 18 $ - $ 3 $ 11 $ 36 Q1FY00 restructuring charge 27 33 48 2 2 112 Q2FY00 restructuring charge 19 1 - - 3 23 Cash charges (26) (5) - - (1) (32) Non-cash charges - (28) (48) - - (76) --------------------------------------------------------------------- Reserve balances, December 31, 1999 $ 24 $ 19 $ - $ 5 $ 15 $ 63 =====================================================================
7. Business Segments ----------------- The Company has three operating segments, disc drives, software and tape drives, however, only the disc drive business is a reportable segment under the criteria of SFAS 131. The "other" category in the following tables consists of tape drives, software, and 9 out-of-warranty repair. The Chief Executive Officer (the "CEO") has been identified as the Chief Operating Decision Maker as defined by SFAS 131. The CEO evaluates performance and allocates resources based on revenue and gross profit from operations. Gross profit from operations is defined as revenue less cost of sales. The following tables summarize the Company's operations by business segment: In millions
Three Months Ended Six Months Ended -------------------------- ------------------------ December 31, January 1, December 31, January 1, 1999 1999 1999 1999 ------------- ----------- ------------ ---------- Revenue: Disc Drives $ 1,534 $ 1,622 $3,100 $3,013 Other 111 179 227 341 -------- -------- ------ ------ Consolidated $ 1,645 $ 1,801 $3,327 $3,354 ======== ======== ====== ====== Gross Profit: Disc Drives $ 258 $ 325 $ 489 $ 563 Other 53 103 100 186 -------- -------- ------ ------ Consolidated $ 311 $ 428 $ 589 $ 749 ======== ======== ====== ======
December 31, July 2, 1999 1999 ------------ -------- Total Assets (see note 8): Disc Drives $ 18,071 $ 16,553 Other 210 586 -------- -------- Operating Segments 18,281 17,139 Investment in VERITAS 1,265 1,745 Eliminations (12,607) (11,812) -------- -------- Consolidated $ 6,939 $ 7,072 ======== ========
8. Comprehensive Income (As amended June 14, 2000) ----------------------------------------------- During the quarter ended October 1, 1999, Gadzoox Networks Inc. ("Gadzoox"), a company in which Seagate Technology holds a 19.89% interest, completed an initial public offering of its common stock. The Company is required to account for its investment under Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"). The Company has identified this investment as "available-for-sale". Under SFAS 115, an available-for-sale security is recorded at fair value on the balance sheet and unrealized holding gains and losses are reported, net of taxes, in a separate component of stockholders' equity called accumulated other comprehensive income, until realized. The Company recorded an unrealized gain on securities, net of tax, of $146 million to record its investment in Gadzoox at fair value as of October 1, 1999. For the six months ended December 31, 1999, the Company recorded net unrealized gains on securities of $117 million, net of tax, with respect to its investment in Gadzoox. 10 The recorded investment in SanDisk has been amended to revise the calculation of its fair value, unrealized holding gain and related taxes. As a result, the balance sheet caption amounts of other assets, deferred income tax liabilities and accumulated other comprehensive income increased by $310 million, $122 million and $188 million, respectively. No other financial statements were affected by this matter. During the quarter ended December 31, 1999, the Company identified its investment in SanDisk as "available-for-sale" after it had sold 1,000,000 shares of stock it held in SanDisk resulting in a final ownership percentage of 15.8%. The Company recorded an unrealized gain on securities of $285 million, net of $184 million of tax, to record its investment in SanDisk at fair value as of December 31, 1999. The components of comprehensive income, net of related tax, for the three and six months ended December 31, 1999 and January 1, 1999 were as follows (in millions):
Three Months Ended Six Months Ended -------------------------- ------------------------- December 31, January 1, December 31, January 1, 1999 1999 1999 1999 ------------- ----------- ------------- ---------- Net income (loss) $ (58) $ 104 $ (57) $ 74 Unrealized gain (loss) on securities 254 1 399 1 Foreign currency translation adjustments - (1) - - ----- ----- ----- ----- Comprehensive income (loss) $ 196 $ 104 $ 342 $ 75 ===== ===== ===== =====
The components of accumulated other comprehensive income, net of related tax, at December 31, 1999 and July 2, 1999 were as follows (in millions):
December 31, July 2, 1999 1999 ------------- -------- Unrealized gain (loss) on securities $ 394 $ (5) Foreign currency translation adjustments (2) (2) ----- ----- Accumulated other comprehensive income (loss) $ 392 $ (7) ===== =====
9. Equity Investment in VERITAS Software Corporation ------------------------------------------------- During the quarters ended October 1, 1999 and December 31, 1999, the Company's Seagate Software Holdings, Inc. ("Seagate Software") subsidiary sold 12,349,001 and 6,000,000 shares of VERITAS Software Corporation common stock, adjusted for a 3 for 2 stock split on November 22, 1999, for proceeds of $397 million and $437 million, respectively, net of underwriting discounts and commissions. Seagate Software acquired such shares in connection with Seagate Software's contribution of its Network & Storage Management Group business to VERITAS. The sale of shares of VERITAS common stock by Seagate Software in the quarters ended October 1, 1999 and December 31, 1999 resulted in pre-tax gains of $193 million and $344 million, respectively. As of December 31, 1999, the Company held approximately 33% of the outstanding common stock of VERITAS. The Company accounts for its investment in VERITAS under the equity 11 method and records its equity interest in VERITAS' net income (loss) on a one-quarter lag. Summarized income statement information for VERITAS for the three and six months ended September 30, 1999 is as follows (in millions):
Three Months Ended Six Months Ended September 30, September 30, 1999 1999 ------------------- ----------------- Revenue $ 183 $ 298 Gross profit 151 250 Net loss (184) (346)
The Company's recorded equity in the net income of VERITAS for the three and six months ended December 31, 1999 was $9 million and $7 million, respectively, and differs from the Company's proportionate share of VERITAS' reported net loss for the three and six months ended September 30, 1999. This difference is primarily because the Company eliminates from VERITAS' net income (loss) the effect of VERITAS' accounting for the Network & Storage Management Group business contribution, including VERITAS' amortization expense related to intangible assets. The Company's activity related to equity interest in VERITAS for the three and six months ended December 31, 1999 consisted of the recorded equity in the net income of VERITAS of $9 million and $7 million, respectively, as described above, and the Company's amortization expense for goodwill and other intangible assets relating to the investment in VERITAS amounting to $93 million and $190 million, respectively. 10. Seagate Software Reorganization ------------------------------- On October 20, 1999, the stockholders of Seagate Software, a majority-owned subsidiary of the Company, approved the merger of Seagate Daylight Merger Corp., a wholly-owned subsidiary of the Company, with and into Seagate Software. Seagate Software's assets consist of the assets of the Information Management Group ("IMG") and its investment in the common stock of VERITAS Software Corporation. The merger was effected on October 20, 1999. As a result of the merger, Seagate Software became a wholly-owned subsidiary of the Company. In connection with the merger, Seagate Software's stockholders and optionees received payment in the form of 3.23 shares of the Company's common stock per share of Seagate Software common stock less any amounts due for the payment of the exercise price for such options. All outstanding Seagate Software stock options were accelerated immediately prior to the merger. Seagate Technology issued 9,124,046 shares to optionees and minority stockholders of Seagate Software. In connection with the reorganization, Seagate Software also formed a wholly-owned subsidiary that assumed the name "Seagate Software, Inc." ("Software Operating Company"). Seagate Software transferred the IMG assets into Software Operating Company. This new company, Software Operating Company, is now the operating entity for the IMG business. A new stock option plan has been established for Software Operating Company, and employees of the IMG business are eligible to participate in the plan. 12 Seagate Software accounted for the exchange of shares of its common stock as the acquisition of a minority interest for Seagate Software common stock outstanding and vested more than six months held by employees and all stock held by former employees and consultants. The fair value of the shares of Seagate Technology issued was $19 million and was recorded as purchase price and allocated to the assets and liabilities received. The Company accounted for the exchange of shares of its common stock for stock options in Seagate Software held by employees and stock held and vested by employees less than six months as the settlement of an earlier stock award. During the quarter ended December 31, 1999, the Company recorded compensation expense of $284 million, plus $2 million in payroll taxes, related to the purchase of minority interest in Seagate Software.
Allocation of minority interest purchase price to the intangible assets of Seagate Software In millions -------------------------------------------------------------------------- Distribution channel.......................................... $ 1 Developed technology.......................................... 1 Goodwill...................................................... 18 --- Subtotal...................................................... 20 Deferred tax liability........................................ (1) --- Total......................................................... 19 === Compensation relating to stock purchased from employees Dollars in millions, except per share data -------------------------------------------------------------------------- Seagate Software options exercised and exchanged for Seagate Technology stock....................... 3,723,015 Plus: Seagate Software stock held for less than 6 months and exchanged for Seagate Technology stock................... 17,952 ----------- Total Seagate Software shares exchanged...................... 3,740,967 Times: Exchange ratio into Seagate Technology stock.......... 3.23 ----------- Number of Seagate Technology shares issued................... 12,083,323 ----------- Value per share of Seagate Technology common stock on October 20, 1999.................................... $ 29.00 Less: Average price paid per Seagate Technology share........ $ (5.50) ----------- Average compensation expense per Seagate Technology share issued.............................. $ 23.50 ----------- Total compensation expense................................... $ 284 ===========
11. Subsequent Events - Acquisition of XIOtech Corporation ------------------------------------------------------- On January 28, 2000, the Company acquired XIOtech Corporation ("XIOtech"), a provider of virtual storage and Storage Area Network (SAN) solutions, for Seagate Technology 13 common stock with a value of $360 million. The acquisition will be accounted for under the purchase method. The purchase price allocation is preliminary and it has been allocated based on the estimated fair market value of net tangible and intangible assets acquired as well as in-process research and development costs. In the quarter ending March 31, 2000, the Company expects to record a charge of approximately $105 million associated with the purchased in- process research and development costs. The excess of the purchase price over the net assets is approximately $241 million, will be recorded as goodwill and other intangibles and will be amortized on a straight-line basis over two to seven years. 12. Litigation ---------- In late 1992, Rodime PLC filed a complaint alleging infringement on a certain patent. The process of litigation ensued and elapsed through January 2000. On January 18, 2000, the U.S. Supreme Court denied the Company's petition for certiorari. On the following day, through a mediation process, the Company and Rodime agreed to a settlement amount of $45 million to bring the related litigation to an end. As a result, a previously recorded estimate of related settlement costs was revised and a charge of $39 million was recorded in the three months ended December 31, 1999. See Part II, Item 1 of this Form 10-Q for a description of legal proceedings. 14 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits The following exhibits are included herein: 10.16(1) 1999 Stock Option Plan 10.17(2) XIOtech Corporation 1996 Stock Option Plan 10.18(3) Form of Stockholder Agreement between Seagate Software, Inc., a wholly-owned subsidiary of Seagate Technology, Inc., and VERITAS Software Corporation 10.19(4) Form of Registration Rights Agreement between Seagate Software, Inc., a wholly-owned subsidiary of Seagate Technology, Inc. and VERITAS Software Corporation 27. Financial Data Schedule (As amended June 14, 2000) (b) Reports on Form 8-K The following reports on Form 8-K were filed with the Securities and Exchange Commission during the fiscal quarter ended December 31, 1999 and the month of January 2000: A Form 8-K dated December 17, 1999 regarding the Company's announcement of its agreement to acquire XIOtech Corporation. A Form 8-K dated January 27, 2000 regarding the Company's announcement that it had entered into a settlement with Rodime PLC. (1) Incorporated by reference to exhibits filed by the Company in connection with its Registration statement on Form S-8 (Reg. No. 333-92277) dated December 7, 1999. (2) Incorporated by reference to exhibits filed by the Company in connection with its Registration statement on Form S-8 (Reg. No. 333-95719) dated January 31, 2000. (3) Incorporated by reference to exhibits filed by Seagate Software, Inc. (File No. 000-23169) in connection with its Quarterly Report on Form 10-Q/A for the period ended January 1, 1999 filed with the Securities and Exchange Commission on April 21, 1999. (4) Incorporated by reference to exhibits filed by Seagate Software, Inc. (File No. 000-23169) in connection with its Quarterly Report on Form 10-Q/A for the period ended January 1, 1999 filed with the Securities and Exchange Commission on April 16, 1999. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SEAGATE TECHNOLOGY, INC. ------------------------ (Registrant) DATE: June 14, 2000 BY: /s/ Charles C. Pope _______________________ CHARLES C. POPE Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) DATE: June 14, 2000 BY: /s/ Stephen J. Luczo _______________________ STEPHEN J. LUCZO Chief Executive Officer (Principal Executive Officer and Director) 16 SEAGATE TECHNOLOGY, INC. INDEX TO EXHIBITS
Exhibit Number ------- 10.16 (1) 1999 Stock Option Plan 10.17 (2) XIOtech Corporation 1996 Stock Option Plan 10.18 (3) Form of Stockholder Agreement between Seagate Software, Inc., a wholly-owned subsidiary of Seagate Technology, Inc., and VERITAS Software Corporation 10.19 (4) Form of Registration Rights Agreement between Seagate Software, Inc., a wholly-owned subsidiary of Seagate Technology, Inc. and VERITAS Software Corporation 27 Financial Data Schedule (As amended June 14, 2000)
(1) Incorporated by reference to exhibits filed by the Company in connection with its Registration statement on Form S-8 (Reg. No. 333-92277) dated December 7, 1999. (2) Incorporated by reference to exhibits filed by the Company in connection with its Registration statement on Form S-8 (Reg. No. 333-95719) dated January 31, 2000. (3) Incorporated by reference to exhibits filed by Seagate Software, Inc. (File No. 000-23169) in connection with its Quarterly Report on Form 10-Q/A for the period ended January 1, 1999 filed with the Securities and Exchange Commission on April 21, 1999. (4) Incorporated by reference to exhibits filed by Seagate Software, Inc. (File No. 000-23169) in connection with its Quarterly Report on Form 10-Q/A for the period ended January 1, 1999 filed with the Securities and Exchange Commission on April 16, 1999. 17