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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEAGATE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2612933
(State of incorporation or organization) (IRS Employer I.D. No.)
920 DISC DRIVE, SCOTTS VALLEY, CALIFORNIA 95066
(Address of principal executive offices) (Zip Code)
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
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Common Stock, $.01 par value New York Stock Exchange
Preferred Shares Purchase Rights New York Stock Exchange
6 3/4% Convertible Subordinated
Debentures Due 2012 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of Seagate Technology, Inc. (the
"Registrant") consists of 200,000,000 shares of Common Stock, $.01 par value,
and 1,000,000 shares of Preferred Stock, $.01 par value, of which 800,000
shares are designated Series A Participating Preferred Stock, $.01 par value.
The Registrant also has issued 6 3/4% Convertible Subordinated Debentures Due
2012.
COMMON STOCK
Subject to preferences that may be applicable to any outstanding
Preferred Stock, holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. The Registrant has not paid any cash dividends on its
Common Stock. Each holder of Common Stock is entitled to one vote for each
share held of record on all matters submitted to a vote of shareholders, except
that upon giving notice required by law, shareholders may cumulate their votes
in the election of directors. In the event of a liquidation, dissolution or
winding up of the Registrant, holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and the
liquidation preference of any outstanding Preferred Stock. Holders of Common
Stock have no preemptive rights and have no rights to convert their Common
Stock into any other securities and there are no redemption provisions with
respect to such shares.
PREFERRED STOCK
There are no shares of Preferred Stock outstanding. The Preferred
Stock may be issued from time to time in one or more series. The Registrant's
Board of Directors has authority to fix the designation, powers, preferences
and rights of each such series and the qualifications, limitations and
restrictions thereon and to increase or decrease the number of shares of such
series (but not below the number of shares of such series then outstanding),
without any further vote or action by the shareholders. Except in accordance
with the Rights Plan (described below), the Registrant has no present plans to
issue any shares of Preferred Stock.
Preferred Shares Rights Agreement. On November 21, 1988, the Board of
Directors of the Registrant declared a dividend distribution of one Preferred
Shares Purchase Right (each a "Right" and collectively the "Rights") for each
share of Common Stock of the Registrant outstanding as of the close of business
on December 19, 1988 and each share of Common Stock issued thereafter (subject
to certain limitations). The Preferred Shares Rights Agreement dated November
22, 1988 between the Registrant and Bank of America, N.T. & S.A. (the "Rights
Plan"), as Rights Agent (the "Rights Agent"), provides, among other things,
that after a "Distribution Date" as defined below, each Right entitles the
registered holder to purchase from the Registrant one one-thousandth of a share
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of the Registrant's Series A Participating Preferred Stock, $.01 par value
(the "Series A Participating Preferred"), initially at a price of $36.00 (the
"Purchase Price"). On October 27, 1994, the Company's Board of Directors
adopted resolutions directing the Company's management to terminate the
Rights Plan. The Company is currently in the process of carrying out such
termination in accordance with the terms of the Rights Plan and currently
expects the Rights Plan to be terminated prior to January 1, 1995. The
following describes the terms of the Rights until such time as the Rights Plan
is terminated.
The Rights will expire ten years after the date of issuance, or
November 23, 1998, unless earlier redeemed, and will become exercisable and
transferable separately from the Common Stock following the tenth day after a
person or group (i) acquires beneficial ownership of 25% or more of the
Registrant's Common Stock or (ii) announces a tender or exchange offer, the
consummation of which would result in ownership by a person or group of 30% or
more of the Registrant's Common Stock, or such later date after the occurrence
of an event described in clause (i) or (ii) above as may be determined by a
majority of Directors not affiliated with the acquiring group or person (the
"Distribution Date"). If, after the Distribution Date, (a) an acquiror obtains
30% or more of the Registrant's Common Stock, (b) an acquiring entity merges or
otherwise combines with the Registrant in a transaction in which the Registrant
survives and its Common Stock remains outstanding and unchanged or (c) the
Registrant effects or permits certain "self-dealing" transactions with an owner
of 25% or more of the Registrant's Common Stock or its affiliates or
associates, then each Right will entitle the holder thereof to purchase, at the
then-current Purchase Price, a number of shares of Common Stock having a
then-current market value of twice the Purchase Price. If, after the
Distribution Date, (x) the Registrant merges into another entity, (y) an
acquiring entity merges into the Registrant and Common Stock of the Registrant
is changed into or exchanged for other securities or assets or (z) the
Registrant sells more than 50% of the Registrant's assets or earning power,
then each Right will entitle the holder thereof to purchase, at the
then-current Purchase Price, a number of shares of common stock of the person
engaging in the transaction having a then-current market value of twice the
Purchase Price.
The Rights are redeemable at the Registrant's option for $.01 per
Right at any time on or prior to the tenth day after public announcement that a
person or group has acquired beneficial ownership of 25% or more of the
Registrant's Common Stock (the "Shares Acquisition Date") or such later date as
may be determined by a majority of the Directors not affiliated with the
acquiring group or person. The Rights are also redeemable at the Registrant's
option following the Shares Acquisition Date if (a) such redemption is in
connection with a consolidation or merger in which the Registrant is not the
surviving corporation, (b) no acquiror has held more than 25% of the
Registrant's Common Stock for less than the last three years and (c) the
redemption is approved by a majority of the Directors not affiliated with the
acquiring group or person. The Registrant's right of redemption may be
reinstated if the acquiring person or group reduces its beneficial ownership to
10% or less of the Registrant's Common Stock.
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Pursuant to the Rights Plan, 800,000 shares of authorized Preferred
Stock have been designated Series A Participating Preferred, and reserved for
issuance under the Rights Plan. The Series A Participating Preferred
purchasable upon exercise of the Rights will be nonredeemable and junior to any
other series of Preferred Stock the Registrant may issue (unless otherwise
provided in the terms of such stock). Each share of Series A Participating
Preferred will have a preferential cumulative quarterly dividend in an amount
equal to 1,000 times the dividend declared on each share of Common Stock and,
in the event of liquidation, the holders of Series A Participating Preferred
will receive a preferred liquidation payment equal to $36,000 per share, plus
accrued dividends (the "Series A Liquidation Preference"). Following payment
of the Series A Liquidation Preference, and after the holders of shares of
Common Stock shall have received an amount per share equal to the quotient
obtained by dividing the Series A Liquidation Preference by 1,000, the holders
of Series A Participating Preferred and holders of Common Stock shall share
ratably and proportionately the remaining assets to be distributed in
liquidation. Each share of Series A Participating Preferred Stock will have
1,000 votes, voting together with the shares of Common Stock. In the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged for or changed into other securities, cash and/or other property,
each share of Series A Participating Preferred will be entitled to receive
1,000 times the amount and type of consideration received per share of Common
Stock.
DEBENTURES
The 6 3/4% Convertible Subordinated Debentures Due 2012 (the
"Debentures") were issued under an Indenture (the "Indenture") dated as of
May 6, 1987 between the Registrant and Chemical Bank, as Trustee (the
"Trustee").
The Debentures were originally issued in the principal amount of
$287,500,000. The Company subsequently repurchased and retired $20,662,000
principal amount of the Debentures. The Debentures are unsecured subordinated
obligations of the Registrant, mature on May 1, 2012 and bear interest from the
date of original issue at the rate of 6 3/4% per annum, payable semiannually on
May 1 and November 1 of each year, commencing November 1, 1987, to the holders
of record at the close of business on the preceding April 15 or October 15,
respectively.
Principal and premium, if any, and interest are payable, and the
Debentures may be presented for conversion, registration of transfer and
exchange at offices or agencies maintained by the Registrant for such purposes
in New York, New York.
The Debentures are issued only in registered form in denominations of
$1,000 or any integral multiple thereof. The Debentures are exchangeable and
transfers thereof will be registrable without charge therefor, but the
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Registrant may require a payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. The Trustee acts as
paying agent, registrar and conversion agent.
Conversion. The Debentures or portions thereof (in denominations of
$1,000 or integral multiples thereof) are convertible into Common Stock of the
Registrant at any time prior to redemption or maturity, at the initial
conversion price of $42.50, subject to adjustment as described below. No
adjustment or payment will be made by the Registrant on conversion of any
Debenture for interest accrued thereon or for dividends or distributions on any
Common Stock issued. Unless called for redemption on a date in such period, any
Debenture surrendered for conversion between the close of business on a record
date for the payment of interest and the opening of business on the next
succeeding interest payment date must be accompanied by funds equal to the
interest payable on such succeeding interest payment date on the principal
amount so converted. The Registrant is not required to issue fractional shares
of Common Stock upon conversion of the Debentures and, in lieu thereof, will
pay a cash adjustment based upon the last reported sales price of the Common
Stock on the last business day prior to the date of conversion. In the case of
Debentures called for redemption, conversion rights will expire at the close of
business on the date fixed for redemption. Notice of redemption will be sent
to the holders of Debentures to be redeemed by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption.
The conversion price is subject to adjustment under formulas as set
forth in the Indenture in certain events, including: the issuance of Common
Stock of the Registrant as a dividend or distribution on the Common Stock;
subdivisions and combinations of the Common Stock; the issuance to all holders
of Common Stock of certain rights or warrants entitling them to subscribe for
or purchase Common Stock at less than the current market price (defined to mean
the average of the daily closing prices on the 30 consecutive trading days
commencing 45 trading days before the date in question); and the distribution
to all holders of Common Stock of equity securities (other than Common Stock),
evidences of indebtedness or other assets (excluding cash dividends or
distributions from retained earnings) or rights or warrants to subscribe for or
purchase any of its securities (excluding those referred to in this sentence).
No adjustment in the conversion price will be required unless such adjustment
would require a change of at least 1% in the conversion price then in effect;
provided, that any adjustment that would otherwise be required to be made shall
be carried forward and taken into account in any subsequent adjustment. The
Registrant reserves the right to make such reduction in the conversion price,
in addition to those required in the foregoing provisions, as the Registrant in
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its discretion shall determine to be advisable in order that certain
distributions hereafter made by the Registrant to its stockholders shall not be
taxable. Except as stated above, the conversion price will not be adjusted for
the issuance of Common Stock or any securities convertible into or exchangeable
for Common Stock, or carrying the right to purchase any of the foregoing.
In the case of (i) any reclassification of Common Stock, (ii) any
consolidation or merger involving the Registrant as a result of which holders
of Common Stock shall be entitled to receive stock, securities, or other assets
(including cash) with respect to or in exchange for such Common Stock or (iii)
any sale or conveyance of all or substantially all of the assets or business of
the Registrant as an entirety or substantially as an entirety, the holders of
the Debentures then outstanding will be entitled thereafter to convert such
Debentures into the kind and amount of shares of stock, other securities or
other assets (including cash) which they would have been entitled to receive
upon such reclassification, consolidation, merger, sale or conveyance had such
Debentures been converted immediately prior to such reclassification,
consolidation, merger, sale or conveyance.
Optional Redemption. The Debentures are redeemable on at least 30 and
not more than 60 days notice, at the option of the Registrant, as a whole or in
part, at any time, at the following prices (expressed as percentages of the
principal amount), together with accrued interest to the date fixed for
redemption:
If redeemed during the 12-month period beginning May 1:
<TABLE>
<CAPTION>
Year Percentage Year Percentage
----------------------------- ---------- ----------------------------- ----------
<S> <C> <C> <C>
1987 . . . . . . . . . . . . 106.750% 1992 . . . . . . . . . . . . 103.375%
1988 . . . . . . . . . . . . 106.075 1993 . . . . . . . . . . . . 102.700
1989 . . . . . . . . . . . . 105.400 1994 . . . . . . . . . . . . 102.025
1990 . . . . . . . . . . . . 104.725 1995 . . . . . . . . . . . . 101.350
1991 . . . . . . . . . . . . 104.050 1996 . . . . . . . . . . . . 100.675
</TABLE>
and 100% if redeemed on or after May 1, 1997; provided, however, that the
Debentures may not be redeemed prior to May 1, 1990, unless the last reported
sales price of the Registrant's Common Stock equals or exceeds 150% of the then
effective conversion price (as described above) for at least 20 days within a
period of 30 consecutive trading days ending within five days of the date on
which the notice of redemption is first mailed.
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Sinking Fund. The Indenture provides that, as a sinking fund, the
Registrant will pay to the Trustee before May 1, in each of the years from 1998
to 2011, inclusive, an amount in cash sufficient to redeem, on such May 1,
$14,375,000 principal amount of the Debentures. The sinking fund redemption
price is 100% of the principal amount of Debentures being redeemed, together
with interest accrued to the date fixed for redemption. The Registrant has the
right to credit Debentures redeemed (otherwise than through operation of the
sinking fund) or converted (other than Debentures surrendered for conversion
that had been called for redemption by application of a sinking fund payment)
or previously delivered to the Trustee for cancellation, at the sinking fund
redemption price, in lieu of making all or any part of such sinking fund
payment in cash. The amount of any sinking fund payment in any year shall
automatically be reduced by the sinking fund redemption price of any Debenture
called for redemption through operation of the sinking fund or converted into
Common Stock on or before the date fixed for redemption. Subject to a right of
carryover if the amount in the sinking fund in any year is less than $50,000,
the Indenture provides that the Trustee will apply cash sinking fund payments
to the redemption of Debentures on each such May 1.
Subordination of Debentures. The indebtedness evidenced by the
Debentures is subordinate in right of payment to the prior payment in full of
all Senior Debt (defined below). During the continuance beyond any applicable
grace period of any default in the payment of principal, premium, interest or
rent due on any Senior Debt, no payment of principal of, or premium, if any, or
interest on the Debentures shall be made by the Registrant. In addition, upon
any distribution of assets of the Registrant upon any dissolution, winding up,
liquidation or reorganization, the payment of the principal of, or premium, if
any, and interest on the Debentures is to be subordinated to the extent
provided in the Indenture in right of payment to the prior payment in full of
all Senior Debt. By reason of such subordination, in the event of the
Registrant's dissolution, holders of Senior Debt may receive more, ratably, and
holders of the Debentures may receive less, ratably, than other creditors of
the Registrant. Such subordination will not prevent the occurrence of any
Event of Default (defined below) under the Indenture.
The term "Senior Debt" means the principal of, premium, if any, or
interest on, or rent due, pursuant to any of the following, whether outstanding
on the date of the Indenture or thereafter incurred or created:
(a) all indebtedness of the Registrant for money borrowed
(including any indebtedness secured by a mortgage or other lien which is (i)
given to secure all or part of the purchase price of property subject thereto,
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whether given to the vendor of such property or to another, or (ii)
existing on property at the time of acquisition thereof);
(b) all indebtedness of the Registrant evidenced by notes,
debentures, bonds or other securities of the Registrant (other than the
Debentures);
(c) all lease obligations of the Registrant which are capitalized
on the books of the Registrant in accordance with generally accepted accounting
principles;
(d) all indebtedness of others of the kinds described in either of
the preceding clauses (a) or (b) and all lease obligations of others of the
kinds described in the preceding clause (c) assumed by or guaranteed in any
manner by the Registrant or in effect guaranteed by the Registrant through an
agreement to purchase, contingent or otherwise; and
(e) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (a), (b) or (d) and all
renewals or extensions of leases of the kinds described in either of the
preceding clauses (c) or (d) whether or not there is any notice to or consent
of the Debentureholders;
unless, in the case of any particular indebtedness, lease, renewal, extension
or refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is not superior in right of payment to
the Debentures.
Events of Default and Remedies. An Event of Default is defined in the
Indenture as being default in payment of the principal of and premium, if any,
on any of the Debentures; default in payment of any sinking fund installments;
default for 30 days in payment of any instrument of interest on the Debentures;
default by the Registrant for 90 days after written notice in the observance or
performance of any other covenant in the Indenture; acceleration with respect
to instruments under which the Registrant has outstanding at the time in excess
of $10,000,000 aggregate principal amount of indebtedness for money borrowed if
such acceleration is not annulled or rescinded (or such indebtedness
discharged) within 10 days; and any one of certain events involving bankruptcy,
insolvency or reorganization of the Registrant. The Indenture will provide
that the Trustee may withhold notice to the holders of Debentures of any
default (except in payment of principal, or premium, if any, or interest on, or
any sinking fund installment with respect to, the Debentures) if the Trustee
considers it in the interest of the holders of the Debentures to do so.
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The Indenture provides that if an Event of Default shall have occurred
and be continuing, the Trustee or the holders of not less than 25% in principal
amount of the Debentures then outstanding may declare the principal of all of
the Debentures and interest accrued thereon to be due and payable immediately,
but if the Registrant shall cure all defaults and certain other conditions are
met, such declaration may be annulled and past defaults may be waived by the
holders of a majority in principal amount of the Debentures then outstanding.
The holders of not less than a majority in principal amount of the
Debentures then outstanding shall have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee
subject to certain limitations specified in the Indenture.
Modification of the Indenture. The Indenture contains provisions
permitting the Registrant and the Trustee, with the consent of the holders of
not less than two-thirds in principal amount of the Debentures at the time
outstanding, to modify the Indenture or any supplemental indenture or the
rights of the holders of the Debentures, except that no such modification shall
(i) extend the fixed maturity of any Debenture, reduce the rate or extend the
time of payment of interest thereon, reduce the principal amount thereof or
redemption premium thereon, impair the right of a holder to institute suit for
the payment thereof, or impair the right to convert the Debentures into Common
Stock subject to the terms set forth in the Indenture, without the consent of
the holder of each Debenture so affected, or (ii) reduce the aforesaid
percentage of Debentures, the consent of the holders of which is required for
such modification, without the consent of the holders of all of the Debentures.
Merger and Consolidation. The Indenture provides that the Registrant
may, without the consent of the holders of Debentures, consolidate with or
merge into any other corporation or sell, lease or convey its property as an
entirety or substantially as an entirety, provided that the corporation formed
by such consolidation or into which the Registrant has been merged or which has
acquired such property assumes by a supplemental indenture the Registrant's
obligations under the Indenture. Upon compliance with these provisions by a
successor corporation which has acquired the property of the Registrant as an
entirety or substantially as an entirety, the Registrant would be discharged
from all obligations and covenants under the Indenture and the Debentures.
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Item 2. Exhibits
The securities described herein are to be registered on the
New York Stock Exchange, on which no other securities of the
Registrant are registered. Accordingly, the following
exhibits required in accordance with Part II to the
Instructions as to exhibits on Form 8-A have been duly filed
with the New York Stock Exchange.
1. Registrant's Annual Report on Form 10-K for the
fiscal year ended July 1, 1994.
2. Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1994.
3. Definitive Proxy Statement and accompanying Notice
with respect to Registrant's Annual Meeting of
Shareholders held on October 27, 1994.
4. Certificate of Incorporation of Registrant, as
amended.
5. Bylaws of Registrant.
6. Specimen of Registrant's Common Stock certificate.
7. Specimen of Registrant's Debenture certificate.
8. Registrant's Annual Report to Shareholders for the
fiscal year ended July 1, 1994.
9. Preferred Shares Rights Agreement dated November 22,
1988 between the Registrant and Bank of America,
N.T. & S.A., as Rights Agent.
10. Indenture dated May 6, 1987 between the Registrant
and Chemical Bank, as Trustee.
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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.
Date: November 18, 1994
SEAGATE TECHNOLOGY, INC.
By: /S/ ALAN F. SHUGART
--------------------------
Alan F. Shugart
President, Chief Executive
Officer and Chief
Operating Officer
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