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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HMT Technology Corporation
________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3084354
________________________________________ ____________________________________
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1055 Page Avenue, Fremont, CA 94538
__________________________________ ____________________________________
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to
General Instruction A(c)(1) please check the following
box. / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously
with the effectiveness 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 to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
______________________ ______________________________
None
______________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Convertible Subordinated Notes
________________________________________________________________________________
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Convertible Subordinated Notes to be registered
hereunder is contained in the section entitled "Description of Notes,"
commencing at page 58 of the Preliminary Prospectus included in the
Registrant's Form S-1 Registration Statement, No. 333-04705 filed with the
Securities and Exchange Commission (the "Commission") on May 29, 1996 and is
incorporated herein by reference.
The class of securities into which the Convertible Subordinated Notes
may be converted is contained in the section entitled "Description of Capital
Stock" commencing on page 53 of the Final Prospectus included in the
Registrant's Form S-1 Registration Statement No. 333-450, filed with the
Commission on March 13, 1996, and is incorporated herein by reference.
ITEM 2. EXHIBITS
A. EXHIBITS TO PRELIMINARY PROSPECTUS ON S-1 REGISTRATION STATEMENT
NO. 333-04705
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.2 Form of Underwriting for Notes(1)
4.3 Form of Indenture(1)
4.4 Form of Note(1)
</TABLE>
B. EXHIBITS TO FINAL PROSPECTUS ON S-1 REGISTRATION STATEMENT
NO. 333-450
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant(2)
3.3 Bylaws of the Registrant(2)
4.2 Specimen Stock Certificate(2)
</TABLE>
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(1) Filed as exhibit to Registrant's Form S-1 Registration Statement, No.
333-04705, filed with the Securities and Exchange Commission on May 29,
1996, and incorporated herein by reference.
(2) Filed as exhibit to Registrant's Form S-1 Registration Statement No.
333-450, filed with the Securities and Exchange Commission on March 13,
1996, and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
HMT TECHNOLOGY CORPORATION
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(Registrant)
By: /s/ PETER S. NORRIS
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Peter S. Norris
Chief Financial Officer
Date: June 12, 1996
