-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UAMyvAhOnUDEGnZuiMz7h+Fheu4d2zxYO8MoJraTGCau6Ul1sVeQxwasnmMaj3/M FQ29cPMoVhfKiLat404Zgw== 0000891618-99-000912.txt : 19990312 0000891618-99-000912.hdr.sgml : 19990312 ACCESSION NUMBER: 0000891618-99-000912 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEEQ TECHNOLOGY INC CENTRAL INDEX KEY: 0000702756 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942711298 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-11778 FILM NUMBER: 99563542 BUSINESS ADDRESS: STREET 1: 47200 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5102267400 MAIL ADDRESS: STREET 1: 47200 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 8-A12G/A 1 FORM 8-A/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 TO REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEEQ TECHNOLOGY INCORPORATED - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 94-2711298 -------- ---------- (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 47200 Bayside Parkway Fremont, California 94538 ------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become effective filing pursuant to General Instruction simultaneously with the effectiveness A(c)(1) please check the following box. of a concurrent registration statement [ ] under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ]
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 - ------------------------------------------- -----------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: PREFERRED SHARE PURCHASE RIGHTS - -------------------------------------------------------------------------------- (TITLE OF CLASS) 2 AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM 8-A The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Registration Statement on Form 8-A dated May 2, 1995, as amended August 13, 1997, as follows: ITEM 1. Description of Registrant's Securities to be Registered. Except for and to the extent it is amended by the following paragraph, the description of the securities to be registered pursuant to this registration statement is incorporated herein by reference to the description of the securities contained in the Initial Form 8-A. Unless otherwise indicated herein, words and terms which are defined in the Rights Agreement (as defined herein) shall have the same meaning where used herein. The Rights Agreement dated as of April 21, 1995, as amended August 13, 1997 (the "Rights Agreement"), by and between SEEQ Technology Incorporated (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent"), was amended as of February 22, 1999 (the "Amendment"). The Amendment made changes to a section of the Rights Agreement concerning redemption of the Rights and to add a section confirming that none of the parties to the Agreement and Plan of Reorganization and Merger, dated as of February 21, 1999, among LSI Logic Corporation, Stealth Acquisition Corporation and the Registrant (the "Merger Agreement") would be deemed an Acquiring Person for purposes of the Rights Agreement. Consistent with recent Delaware caselaw, the Amendment also removed references in the Rights Agreement to "Continuing Directors." The amendment described above was effected by that certain Amendment No. 2 to the Rights Agreement dated as of February 22, 1999, by and between the Company and the Rights Agent. ITEM 2. EXHIBITS. DESCRIPTION 1 Amendment No. 2 to Rights Agreement dated as of April 21, 1995, as amended August 13, 1997, by and between SEEQ Technology Incorporated and American Stock Transfer & Trust Company, as Rights Agent. 3 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. SEEQ TECHNOLOGY INCORPORATED Date: March 4, 1999 By: /s/ Gary R. Fish ------------------------------- Gary R. Fish Vice President, Finance and Chief Financial Officer 4 EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1 Amendment No. 2 to Rights Agreement dated as of April 21, 1995, as amended August 13, 1997, by and between SEEQ Technology Incorporated and American Stock Transfer & Trust Company, as Rights Agent.
EX-1 2 AMENDMENT #2 TO RIGHTS PLAN 1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT OF SEEQ TECHNOLOGY INCORPORATED Amendment No. 2, dated as of February 22, 1999 (the "Amendment"), to the Rights Agreement, dated as of April 21, 1995, as amended as of August 13, 1997 (as so amended, the "Agreement"), between SEEQ Technology Incorporated, a Delaware corporation (the "Company"), and American Stock Transfer Company (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent entered into the Agreement; and WHEREAS, on February 21, 1999, the Board of Directors of the Company, upon approval of the Continuing Directors (as defined in the Agreement) in accordance with Section 27 of the Agreement, determined it desirable and in the best interest of the Company and its stockholders to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Amendment to Section 1(a). The definition of "Acquiring Person" in Section 1(a) of the Agreement is amended by deleting the parenthetical "(upon approval by a majority of the Continuing Directors (as such term is hereinafter defined))" in the last sentence of that Section. Section 2. Amendment to Section 1(c)(ii)(A)(2). Section 1(c)(ii)(A)(2)of the Agreement is amended by deleting the words "upon the affirmative vote of a majority of the Continuing Directors," in the last sentence of that Section. Section 3. Amendment to Section 1(i). Section 1(i) of the Agreement is amended to delete the current text thereof and to insert in lieu thereof the words "intentionally omitted". Section 4. Amendment to Sections 3(a), 11(a), 11(b), 11(c), 11(d), 13(d), 14(a), 24(a), 24(d), 27, 31. Each of Sections 3(a), 11(a), 11(b), 11(c), 11(d), 13(d), 14(a), 24(a), 24(d), 27 and 31 of the Agreement is amended to delete the words "upon approval by a majority of the Continuing Directors," (and, where such words appear in parentheses, the parentheses surrounding such words) each and every time those words appears in each of those Sections. Section 5. Amendment to Section 23(a). Section 23(a) of the Agreement is amended to read in its entirety as follows: "The Board of Directors may, at any time prior to the Shares Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being 2 hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish." Section 6. Amendment to Section 29. Section 29 of the Agreement is amended to (I) delete the phrases "(and, where specifically provided for herein, only upon approval by a majority of the Continuing Directors)" and "(or, where specifically provided for herein, only upon approval by a majority of the Continuing Directors)"each time those parentheticals appear in such Section, and (ii) delete the words "or the Continuing Directors" from clause (y) in the last sentence of such Section. Section 7. Addition of New Section 35. The Agreement is amended by adding a new Section 35 thereof which shall read as follows: "Section 35. Exception For Merger Agreement. Notwithstanding any provision of this Agreement to the contrary, neither a Distribution Date nor a Shares Acquisition Date shall be deemed to have occurred, neither Parent or Merger Sub (each as defined in the Agreement and Plan of Reorganization and Merger, dated as of February 21, 1999 among LSI Logic Corporation , Stealth Acquisition Corporation and the Company (the "Merger Agreement")) nor any of their affiliates shall be deemed to have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any such case solely by reason of (a) the approval, execution or delivery of any of the Merger Agreement, the Company Voting Agreements (as defined in the Merger Agreement), the Company Option Agreement (as defined in the Merger Agreement) or any amendments to any thereof approved in advance by the Board of Directors of the Company or (b) the commencement or, prior to termination of the Merger Agreement, the consummation of any the transactions contemplated by the Merger Agreement in accordance with the provisions of the Merger Agreement, including the Merger (as defined in the Merger Agreement)." Section 8. Amendment of Summary of Rights. The Summary of Rights attached as Exhibit C to the Agreement is amended to (i) delete the words "upon the approval of a majority of the Continuing Directors," wherever such words appear in the Summary of Rights, and (ii) delete the words "Continuing Directors" wherever such words continue to appear in the Summary of Rights after the deletion of the phrase identified in (i) of this Section 8 and replace such words with the words "Board of Directors." Section 9. Agreement as Amended. The term "Agreement" as used in the Agreement shall be deemed to refer to the Agreement as amended hereby. This Amendment shall be effective as of the date hereof and, except as set forth herein, the Agreement shall remain in full force and effect and be otherwise unaffected hereby. 3 Section 10. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: SEEQ TECHNOLOGY INCORPORATED By:___________________________ By:__________________________ Name: Name: Title: Title: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By:___________________________ By:__________________________ Name: Name: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----