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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 1997
HMT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27586 94-3084354
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
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1055 Page Avenue
Fremont, CA 94538
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 490-3100
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This Current Report on Form 8-K, dated January 21, 1997, initially
filed with the Commission on February 6, 1997, is hereby amended to include
Item 9 in its entirety as follows:
Item 9. Sales of Equity Securities Pursuant to Regulation S
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(a) On January 21, 1997, HMT Technology Corporation (the "Company") sold
by a private placement $200,000,000 aggregate principal amount of its
5-3/4% Convertible Subordinated Notes due 2004 (the "Notes"), of which
$8,900,000 aggregate principal amount of the Notes (the "Reg. S
Notes") were sold in reliance upon Regulation S under the Securities
Act of 1933, as amended (the "Act"). A Form of the Reg. S Note is
included as Exhibit 4.6 to this Current Report on Form 8-K (the "Form
8-K"). The Notes, including the Reg. S Notes, are governed by an
Indenture which is included as Exhibit 4.8 to this Form 8-K.
(b) Salomon Brothers Inc, Alex. Brown & Sons Incorporated, Hambrecht &
Quist LLC and Robertson, Stephens & Company LLC were the initial
purchasers of the Notes from the Company, and entered into a Purchase
Agreement with the Company (included as Exhibit 4.10 to this Form
8-K), pursuant to which the Notes, including the Reg. S Notes, were
sold to investors.
(c) The total offering price of the Reg. S Notes was $8,900,000. Net
proceeds to the Company resulting from the sale of the Reg. S Notes
after a 3% discount for placement fees of $267,000, but before legal
and other expenses, were $8,633,000.
(d) The offering of the Reg. S Notes was made in reliance on Regulation S
promulgated under the Act, based on the fact that the Company is a
reporting issuer pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the offer and sale of the Reg. S
Notes was made in offshore transactions to non-U.S. persons (as
defined in Regulation S), and no direct selling efforts with respect
to the Reg. S Notes were made in the United States by the Company, a
distributor, any of their respective affiliates, or any person acting
on behalf of the foregoing.
(e) The Notes are convertible into shares of common stock of the Company
(the "Common Stock") at a conversion price of $23.75 per share,
subject to adjustment in certain events as described below, and have a
seven-year term.
The conversion price is subject to adjustment upon the occurrence of
certain events, including: (i) the issuance of shares of Common Stock
as a dividend or distribution on the Common Stock; (ii) the
subdivision or combination of the outstanding Common Stock (iii) the
issuance to substantially all holders of Common Stock of rights or
warrants to subscribe for or purchase Common Stock (or securities
convertible into Common Stock) at a price per share less than the then
current market price per share, as defined; (iv) the distribution of
shares of capital stock of the Company (other than Common Stock),
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evidences of indebtedness or other assets (excluding dividends in
cash, except as described in clause (v) below) to all holders of
Common Stock; (v) the distribution, by dividend or otherwise, of cash
to all holders of Common Stock in an aggregate amount that, together
with the aggregate of any other distributions of cash that did not
trigger a conversion price adjustment to all holders of its Common
Stock within the 12 months preceding the date fixed for determining
the stockholders entitled to such distribution and all Excess Payments
(as defined below) in respect of each tender offer or other negotiated
transaction by the Company or any of its subsidiaries for Common
Stock, concluded within the preceding 12 months not triggering a
conversion price adjustment, exceeds 15% of the product of the current
market price per share (determined as set forth below) on the date
fixed for the determination of stockholders entitled to receive such
distribution times the number of shares of Common Stock outstanding on
such date; (vi) payment of an Excess Payment in respect of a tender
offer or other negotiated transaction by the Company or any of its
subsidiaries for Common Stock, if the aggregate amount of such Excess
Payment, together with the aggregate amount of cash distributions made
within the preceding 12 months not triggering a conversion price
adjustment and all Excess Payments in respect of each tender offer or
other negotiated transaction by the Company or any of its subsidiaries
for Common Stock concluded within the preceding 12 months not
triggering a conversion price adjustment, exceeds 15% of the product
of the current market price per share (determined as set forth below)
on the expiration of such tender offer times the number of shares of
Common Stock outstanding on such date; and (vii) the distribution to
substantially all holders of Common Stock of rights or warrants to
subscribe for securities (other than those securities referred to in
clause (iii) above). In the event of a distribution to substantially
all holders of Common Stock of rights to subscribe for additional
shares of the Company's capital stock (other than those securities
referred to in clause (iii) above), the Company may, instead of making
any adjustment in the conversion price, make proper provision so that
each holder of a Note who converts such Note after the record date for
such distribution and prior to the expiration or redemption of such
rights shall be entitled to receive upon such conversion in addition
to shares of Common Stock, an appropriate number of such rights. No
adjustment of the conversion price will be made until cumulative
adjustments amount to one percent or more of the conversion price as
last adjusted.
The Indenture provides that, if the Company implements a stockholder
rights plan, such rights plan must provide that upon conversion of the
Notes the holders will receive, in addition to the Common Stock
issuable upon such conversion, such rights (whether or not such rights
have separated from the Common Stock at the time of such conversion).
If the Company reclassifies or changes its outstanding Common Stock,
or consolidates with or merges into any person or transfers or leases
all or substantially all its assets, or is a party to a merger that
reclassifies or changes its outstanding Common Stock, the Notes will
become convertible into the kind and amount of securities, cash or
other assets which the holders of the Notes would have owned
immediately after the transaction if the holders had converted the
Notes immediately before the effective date of the transaction.
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The Indenture also provides that if rights, warrants or options expire
unexercised the conversion price shall be readjusted to take into
account the actual number of such warrants, rights or options which
were exercised.
In the Indenture, the "current market price" per share of Common Stock
on any date is deemed to be the average of the daily market prices for
the shorter of (i) 30 consecutive business days ending on the last
full trading day on the exchange or market referred to in determining
such daily market prices prior to the time of determination or (ii)
the period commencing on the date next succeeding the first public
announcement of the issuance of such rights or warrants or such
distribution through such last full trading day prior to the time of
determination.
"Excess Payment" means the excess of (A) the aggregate of the cash and
fair market value of other consideration paid by the Company or any of
its subsidiaries with respect to the shares acquired in the tender
offer or other negotiated transaction over (B) the market value of
such acquired shares after giving effect to the completion of the
tender offer or other negotiated transaction.
The Company from time to time may to the extent permitted by law
reduce the conversion price by any amount for any period of at least
20 days, in which case the Company will give at least 15 days' notice
of such reduction, if the board of directors has made a determination
that such reduction would be in the best interests of the Company
which determination shall be conclusive. The Company may, at its
option, make such reductions in the conversion price, in addition to
those set forth above, as the board of directors deems advisable to
avoid or diminish any income tax to holders of Common Stock resulting
from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.
The preceding is qualified in its entirety by reference to the
Indenture, which is incorporated herein by reference and a copy of
which is included as Exhibit 4.8 to this Report on Form 8-K.
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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 hereunto duly authorized.
HMT Technology Corporation
Dated: March 11, 1997 By: /s/ Peter S. Norris
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Peter S. Norris
Chief Financial Officer
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