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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HMT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3084354
(State of Incorporation) (I.R.S. Employer Identification Number)
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1055 PAGE AVENUE
FREMONT, CALIFORNIA 94538
(510) 490-3100
(Address and telephone of principal executive offices)
OPTIONS GRANTED UNDER
THE EMPLOYEE STOCK PURCHASE PLAN
PETER S. NORRIS
VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER
HMT TECHNOLOGY CORPORATION
1055 PAGE AVENUE
FREMONT, CALIFORNIA 94538
(510) 490-3100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
James C. Kitch, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real, Palo Alto, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE REGISTRATION
SHARE (1) OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Stock Options and 1,000,000 $13.09375 $13,093,750 $3,862.66
Common Stock ($0.001
par value)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price is based upon the average of the high and low
prices of the Registrant's Common Stock on May 1, 1998, as reported on the
Nasdaq National Market.
Total Number of Pages:
Exhibit Index at Page:
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's Employee Stock Purchase Plan (the
"Plan"), as amended. The Registration statement on Form S-8 previously filed
with the Commission relating to the Plan (File No.
333-03178) is incorporated by reference herein.
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EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
</TABLE>
2.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California, on April 23, 1998.
HMT TECHNOLOGY CORPORATION
By /s/ Peter S. Norris
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Peter S. Norris
Vice President, Finance, Chief
Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald L. Schauer and Peter S. Norris,
and each or any of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
3.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Ronald L. Schauer President, Chief Executive Officer April 23, 1998
- ----------------------------- and Chairman of the Board (Principal
Ronald L. Schauer Executive Officer)
/s/ Peter S. Norris Vice President, Finance, Chief April 23, 1998
- ----------------------------- Financial Officer and Treasurer
Peter S. Norris
/s/ Bruce C. Edwards Director April 23, 1998
- -----------------------------
Bruce C. Edwards
Director
- -----------------------------
Neil M. Garfinkel
/s/ Walter G. Kortschak Director April 23, 1998
- -----------------------------
Walter G. Kortschak
</TABLE>
4.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
- ------ ----------- ----------------------
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
</TABLE>
5.
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Exhibit 5.1
Opinion of Cooley Godward LLP
6.
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[COOLEY GODWARD LLP LETTERHEAD]
EXHIBIT 5.1
May 4, 1998
HMT Technology Corporation
1055 Page Avenue
Fremont, CA 94538
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by HMT Technology Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 1,000,000 shares of the Company's
Common Stock, $0.001 par value (the "Shares"), pursuant to the Company's
Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
/s/ Julia S. Davidson
Julia L. Davidson
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Exhibit 23.1
Consent of Coopers & Lybrand L.L.P
2.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
HMT Technology Corporation on form S-8 of our report dated April 22, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of HMT Technology Corporation as of March 31, 1997 and for each of the
three years in the period ended March 31, 1997, which reports are included in
the Registrant's Annual Report on Form 10-K for the year ended March 31, 1997,
as amended (File No. 27586).
/s/ COOPERS & LYBRANDS L.L.P.
San Jose, California
May 4, 1998
3.
