<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1999
REGISTRATION NO. 333-
================================================================================
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)
----------------
DELAWARE 94-3084354
(State of Incorporation) (I.R.S. Employer Identification Number)
----------------
1055 PAGE AVENUE
FREMONT, CALIFORNIA 94538
(510) 490-3100
(Address and telephone of principal executive offices)
----------------
THE EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF 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)
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
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock ($0.001
par value) 1,500,000 $3.07813 $4,617,187.50 $1,283.58
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. 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
November 1, 1999, as reported on the Nasdaq National Market System.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,500,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's Employee Stock Purchase Plan (the
"Plan"), as amended.
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENTS
ON FORM S-8, NOS. 333-51767 AND 333-03178
The contents of the Registration Statement's on Form S-8 previously
filed with the Securities and Exchange Commission relating to the Plan (File
Nos. 333-51767 and 333-03178) are incorporated by reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered hereby will
be passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
James C. Kitch, a partner at Cooley Godward LLP, is Secretary of the Company.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers, L.L.P, Independent Accountants.
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.
<PAGE> 3
SIGNATURES
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 November 3, 1999.
HMT TECHNOLOGY CORPORATION
By /s/ Peter S. Norris
-----------------------------------
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.
<PAGE> 4
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ronald L. Schauer
____________________________________ President, Chief Executive Officer November 3, 1999
Ronald L. Schauer and Chairman of the Board (Principal
Executive Officer)
/s/ Peter S. Norris
____________________________________ Vice President, Finance, Chief November 3, 1999
Peter S. Norris Financial Officer and Treasurer
/s/ Donald P. Beadle
____________________________________ Director November 3, 1999
Donald P. Beadle
/s/ Bruce L. Edwards
____________________________________ Director November 3, 1999
Bruce C. Edwards
/s/ Richard S. Love
____________________________________ Director November 3, 1999
Richard S. Love
____________________________________ Director
Harry G. Van Wickle
</TABLE>
4.
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------ ----------- -----------
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers, L.L.P, Independent Accountants.
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.
<PAGE> 1
[COOLEY GODWARD LLP LETTERHEAD]
Exhibit 5.1
November 4, 1999
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 1,500,000 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/ James C. Kitch
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of HMT Technology Corporation on Form S-8 (File Nos. 333-51767) and
the registration statement of HMT Technology Corporation on Form S-3 as amended
(File No. 333-24385) of our reports dated April 16, 1999, on our audits of the
consolidated financial statements and financial statement schedules of HMT
Technology Corporation as of March 31, 1999 and 1998 and for years ended March
31, 1999, 1998, 1997, which reports are included in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on this Form-10K.
/s/ PricewaterhouseCoopers L.L.P.
PricewaterhouseCoopers L.L.P.
San Jose, California
November 3, 1999
