<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SEAGATE TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 94-2612933
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (IDENTIFICATION NUMBER)
</TABLE>
920 Disc Drive
Scotts Valley, CA 95066
(408) 438-6550
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ALAN F. SHUGART
Chairman of the Board, President, Chief
Executive Officer and Chief Operating Officer
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, CA 95066
(408) 438-6550
(Name, address, including zip code and telephone number, including area code, of
agent for service)
------------------------
Copies to:
Larry W. Sonsini, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS POSSIBLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value...................... 737,099 shares(1) $22 1/4(2) $16,400,452.75(2) $5,655.33
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Includes Preferred Shares Purchase Rights, which prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Common Stock.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market on October 7, 1994, in accordance
with Rule 457(c) under the Securities Act of 1933.
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 14, 1994
PROSPECTUS
737,099 SHARES
SEAGATE TECHNOLOGY, INC
COMMON STOCK
This Prospectus may be used in connection with the offer and sale, from
time to time, of up to 737,099 shares (the "Shares") of Common Stock, $.01 par
value per share (the "Common Stock"), of Seagate Technology, Inc. ("Seagate" or
the "Company"), for the account of 9001-7138 Quebec Inc., a corporation
organized under the laws of Quebec (the "Selling Stockholder"). All of the
Shares covered hereby are to be sold by the Selling Stockholder. The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholder. The expenses incurred in registering the Shares, including legal
and accounting fees, will be paid by the Company.
The Shares offered hereby were acquired by the Selling Stockholder from the
Company in connection with the acquisition by the Company of all of the
outstanding capital stock of Crystal Computer Services Inc. in May 1994. Terry
Cunningham, the sole shareholder of 9001-7138 Quebec Inc., is President of
Crystal Computer Services Inc., now a wholly owned subsidiary of the Company.
The Shares may be offered and sold, from time to time, by the Selling
Stockholder in one or more transactions (which may involve block transactions)
on the Nasdaq National Market (or any exchange on which the Common Stock may
then be listed), in the over-the-counter market, in negotiated transactions or
otherwise. Sales will be effected at such prices and for such consideration as
may be obtainable from time to time. Commission expenses and brokerage fees, if
any, will be paid by the Selling Stockholder. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SGAT." On October 12, 1994, the last sale price for the Common Stock
as reported on the Nasdaq National Market was $25 3/8 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER , 1994
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, New York, New
York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. The Common Stock of the Company is
quoted on the Nasdaq National Market. Reports, proxy and information statements
and other information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and the
shares covered by this prospectus, reference is made to the Registration
Statement. Statements contained herein concerning the provisions of any document
are not necessarily complete, and each such statement is qualified in its
entirety by reference to the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended July 1, 1994; (ii) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A as
filed with the Commission on April 17, 1987; and (iii) the description of the
Company's Preferred Stock Purchase Rights contained in its Registration
Statement on Form 8-A filed with the Commission on November 23, 1988.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be submitted in writing
to Investor Relations at the Company's principal executive offices at 920 Disc
Drive, Scotts Valley, California 95066 or by telephone at (408) 438-6550.
------------------------
2
<PAGE> 4
THE COMPANY
Seagate Technology, Inc. ("Seagate" or the "Company") designs, manufactures
and markets a broad line of rigid magnetic disc drives for use in computer
systems ranging from notebook computers and desktop PCs to workstations and
supercomputers, as well as in multimedia applications such as digital video and
video-on-demand. The Company's products include over 100 rigid disc drive models
with form factors from 2.5 to 5.25 inches and capacities from 130 megabytes to 9
gigabytes. The Company sells its products to original equipment manufacturers
("OEMs") for inclusion in their computer systems or subsystems, and to
distributors, resellers and dealers. The Company has pursued a strategy of
vertical integration and accordingly designs and manufactures rigid disc drive
components including recording heads, discs, substrates, motors and custom
integrated circuits. Seagate also assembles certain of the key subassemblies for
use in its products including printed circuit board and head stack assemblies.
The Company's products are currently manufactured primarily in the Far East with
limited production in the United States.
In addition to pursuing its core rigid magnetic disc drive business, the
Company is broadening its business strategy as a data technology company to more
fully address the markets for storage, retrieval and management of data. In this
regard, the Company has implemented a strategy to sell selected magnetic
recording components including thin-film heads, head stack assemblies and motors
to other manufacturers. The Company is also investigating various opportunities
to invest in software activities in which software might be sold together with
the Company's products or marketed separately to third parties. Finally, the
Company's broadened strategy may include expanding its traditional rigid
magnetic disc drive business to include other forms of data storage and
retrieval, such as flash memory. The Company's broadened strategy may include
acquisitions of, investments in and strategic alliances regarding complementary
businesses, products and technologies.
Seagate Technology is a registered trademark of Seagate Technology, Inc.
3
<PAGE> 5
RISK FACTORS
An investment in the Shares being offered hereby involves a high degree of
risk. In addition to the other information provided elsewhere in this Prospectus
or incorporated herein by reference, the following risk factors should be
considered carefully by potential purchasers in evaluating an investment in the
Shares covered by this Prospectus.
Variability of Demand, Price Erosion and Other Characteristics of the Rigid
Disc Drive Industry. The rigid disc drive industry in which the Company
competes is subject to a number of risks. The demand for rigid disc drive
products depends principally on demand for computer systems, which has
historically been volatile. Changes in demand for computer systems often have an
exaggerated effect on the demand for rigid disc drive products in any given
period, and unexpected slowdowns in demand for computer systems generally cause
sharp declines in demand for rigid disc drive products. The industry has been
characterized by periodic situations in which the supply of rigid disc drives
exceeds demand, resulting in higher than anticipated inventory levels, strong
price competition and significant price erosion. Even during periods of
consistent demand, the industry is characterized by intense competition and
ongoing price erosion over the life of a given rigid disc drive product. The
Company expects that price erosion in the rigid disc drive industry will
continue and that overall unit volumes may not grow sufficiently to result in
material levels of industry-wide revenue growth. In addition, the demand of
rigid disc drive customers for new generations of products has led to short
product life cycles, which requires that industry participants constantly
develop and introduce new rigid disc drive products on a cost-effective and
timely basis. The manufacture of rigid disc drive products is difficult and
complex, and it is common in the industry for companies to experience production
difficulties that occasionally create delivery delays and quality problems. Most
rigid disc drive products, including those of the Company, are manufactured
outside of North America and foreign manufacturing is subject to a number of
risks, including changes in government policies, transportation delays, tariffs,
customs duties, fluctuations in foreign exchange rates, and export and tax
controls. For these reasons, as well as those discussed in the following
additional risk factors, an investment in the securities of the Company involves
a high degree of risk.
New Product Development. The rigid disc drive industry is characterized by
rapidly changing technology, short product life cycles and rapidly changing
customer needs, each of which requires ongoing development and introduction of
new products. The Company believes that its future success will depend upon its
ability to develop, manufacture and market products that meet changing customer
needs, and that successfully anticipate or respond to changes in technology and
standards on a cost-effective and timely basis. No assurance can be given that
the Company will be able to successfully design or introduce new products in a
timely manner, that the Company will be able to manufacture new products in
volume with acceptable manufacturing yields and gross margins or successfully
market such products, or that such products will perform to specifications on a
long-term basis. In addition, during periods of new product introduction the
Company must manage its inventory more carefully to avoid inventory
obsolescence. The failure of the Company to achieve any of these objectives
could have a material adverse effect on the Company's business and results of
operations.
Until recently, most rigid disc drives used ferrite heads. Although the
performance of ferrite heads has dramatically improved over the years, the need
for higher performance drives and the limitation of ferrite machining technology
led to the development of thin-film heads. Thin-film heads, which are based on
semiconductor processing technology, have better dimensional control than
ferrite heads, permitting a higher density of storage on each disc. Today, all
Seagate drives use thin-film heads. However, the Company believes that as
requirements for even greater storage densities increase, demand for a more
advanced head technology will grow. In anticipation of such growth, the Company
currently has under development magneto-resistive ("MR") heads to be
incorporated into future products. MR heads have discrete read and write
structures that take advantage of special magnetic properties in certain metals
to achieve significantly higher storage capacities. There can be no assurance
that the Company's MR head development effort will be successful and a failure
of the Company to successfully manufacture and market products incorporating MR
head technology in a timely manner could have a material adverse effect on the
Company's business and results of operations. Moreover, International Business
Machines Corporation ("IBM") has initiated a lawsuit against the Company
alleging misappropriation of IBM trade secrets, including trade secrets related
to IBM's MR head
4
<PAGE> 6
technology. The Company believes that IBM's claims are without merit, is
vigorously defending this suit and is continuing development and preparation for
commercial manufacture of MR heads. However, if IBM prevails in this suit, the
Company could be enjoined from manufacturing MR heads or commercializing disc
drives containing such heads and could also be held liable for damages, any of
which could have a material adverse effect on the Company's business and results
of operations.
Fluctuation of Quarterly Results. The rigid disc drive industry in which
the Company competes is characterized by variability of demand and declining
unit sales prices over the life of a product, and the Company anticipates that
these characteristics will continue. The Company expects its competitors to
offer new and existing products at prices necessary to gain or retain market
share and customers. This competition and continuing price erosion could
adversely affect the Company's results of operations in any given quarter and
such adverse effects often cannot be anticipated until late in any given
quarter. In addition, the Company's operating results may also be subject to
significant quarterly fluctuations as a result of a number of other factors,
including the timing of orders from and shipment of products to major customers,
product mix, variations in product costs and pricing, delays in product
development, introduction and production, increased competition and general
economic and industry fluctuations.
Variability of Customer Requirements. The rigid disc drive industry has
been characterized by large volume OEM purchase agreements and large distributor
orders. Typically, the Company's OEM purchase agreements permit customers to
cancel orders and reschedule delivery dates without significant penalties.
Anticipated orders from many of the Company's OEM customers have in the past
failed to materialize or delivery schedules have been deferred as a result of
changes in customer requirements. Such OEM order fluctuations and deferrals have
had a material adverse effect on the Company's results of operations in the
past, and there can be no assurance that the Company will not experience such
effects in the future. Distributors typically furnish the Company with
non-binding indications of their near-term requirements, with product deliveries
based on weekly confirmations. To the extent actual orders from distributors
decrease from their non-binding forecasts, such variances could have a material
adverse effect on the Company's business and results of operations.
Legal Proceedings. The Company is currently involved in numerous legal
proceedings, including tax proceedings, securities class actions, patent claims,
claims of misappropriation of trade secrets and claims for damages and costs
relating to environmental matters. For a discussion of such legal proceedings
see the "Income Taxes" and "Litigation" footnotes of the Company's consolidated
financial statements incorporated herein by reference. An adverse judgment on
one or more of these legal disputes could have a material adverse effect on the
Company's business and results of operations.
Business Diversification. In addition to pursuing its core rigid disc
drive business, the Company is broadening its business strategy as a data
technology company to more fully address the markets for storage, retrieval and
management of data. Implementation of this broadened strategy entails risks of
entering markets in which the Company may have limited or no experience. In
addition, such broadened strategy could result in the diversion of management's
attention from the core rigid disc drive business, which could adversely impact
the core business. The Company's strategy to sell selected magnetic recording
components to other rigid disc drive manufacturers may improve such
manufacturers' ability to compete with the Company in its core business. The
broadened strategy also entails acquisitions of, or investments in, businesses,
products and technologies. Acquisitions involve numerous risks, including
difficulties in the assimilation of the operations and products of the acquired
businesses and the potential loss of key employees or customers of the acquired
businesses.
High Fixed Costs. The Company has pursued a strategy of vertical
integration of its manufacturing process in order to reduce unit costs, control
quality and assure availability of certain components. This strategy entails a
high level of fixed costs and requires a high volume of production and sales to
be successful. During periods of decreased demand, these high fixed costs have
had, and could in the future have, a material adverse effect on the Company's
results of operations.
Manufacturing. Continued improvement in manufacturing process capabilities
and reduced materials and manufacturing costs will be critical factors affecting
the Company's results of operations. The Company
5
<PAGE> 7
frequently changes the manufacturing processes for and constituent components of
many of its products and continually evaluates the transfer of volume production
of many of its components and products between facilities. There can be no
assurance that such changes and transfers will be implemented on a timely or
cost-effective basis. Delays or problems encountered in any of the foregoing
could have a material adverse effect on the Company's business and results of
operations.
Competition. The Company has experienced and expects to continue to
experience intense competition from a number of domestic and foreign companies.
These companies include the other leading independent rigid disc drive
manufacturers, as well as large integrated multinational computer manufacturers
such as Digital Equipment Corporation, Fujitsu Limited, Hewlett-Packard Company,
Hitachi Limited, IBM, NEC Corporation and Toshiba Corporation. The Company also
continues to face indirect competition from present and potential customers,
including several of the computer manufacturers listed above, which continuously
evaluate whether to manufacture their own drives or purchase them from outside
sources. The introduction of products using alternative data storage and
retrieval technologies could also be a significant source of competition.
Products based upon such alternative technologies, which include optical
recording technology and semiconductor memory (flash memory, SRAM and DRAM),
could compete with the Company's products in the future.
Availability of Component Supply. The Company relies on sole sources for
certain components used in some of its products, and has experienced production
delays when unable to obtain sufficient quantities of certain components or
assembly capacity. While the Company maintains component inventory at levels it
believes are adequate for its short-term needs, a prolonged inability to obtain
essential components could have a material adverse effect on the Company's
business and results of operations.
Price Volatility of the Company's Common Stock. The Company's Common Stock
has historically been subject to substantial price volatility as a result of
quarter-to-quarter variations in the financial results of the Company or its
competitors, announcements of new products by the Company or its competitors and
announcements of changing business conditions by the Company's competitors or
other companies within the computer industry. In addition, the stock market has
experienced and continues to experience extreme price and volume fluctuations
that have particularly affected the market price for many technology companies
and that have often been unrelated to the operating performance of these
companies. These broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market prices of the Company's
Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholder.
SELLING STOCKHOLDER
9001-7138 Quebec Inc. (the "Selling Stockholder") acquired the Shares in
connection with the acquisition (the "Acquisition") by the Company of all of the
outstanding capital stock of Crystal Computer Services Inc. on May 30, 1994. The
Shares held by the Selling Stockholder represent approximately 1% of the
outstanding shares of the Company's Common Stock as of September 2, 1994. Terry
Cunningham, the sole shareholder of 9001-7138 Quebec Inc., is President of
Crystal Computer Services Inc., now a wholly owned subsidiary of the Company.
Pursuant to the terms of the Registration Rights Agreement dated as of May
30, 1994 (the "Registration Rights Agreement"), between the Company and the
Selling Stockholder, the Company undertook to use its best reasonable efforts to
register, at the request of the Selling Stockholder, the Shares held by the
Selling Stockholder. The Registration Rights Agreement also includes certain
indemnification arrangements with the Selling Stockholder. On August 16, 1994,
the Selling Stockholder exercised its registration rights and requested that the
Company register all of the Shares.
6
<PAGE> 8
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in any one or more transactions (which may involve block transactions) on
the Nasdaq National Market, or any exchange on which the Common Stock may then
be listed, in the over-the-counter market or otherwise in negotiated
transactions or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may sell the Shares as agent or may purchase such Shares as
principal and resell them for their own account pursuant to this Prospectus.
Such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholder and/or
purchasers the Shares, for whom they may act as agent (which compensation may be
in excess of customary commissions). In connection with such sales, the Selling
Stockholder and any participating brokers or dealers may be deemed to be
"underwriters"as defined in the Securities Act.
The Registration Rights Agreement provides that the Company will indemnify
the Selling Stockholder against certain liabilities, including liabilities under
the Securities Act.
The Company may suspend the use of this Prospectus for a discrete period of
time if, in the judgment of its Board of Directors, it is advisable to do so due
to pending corporate developments, public filings with the Securities and
Exchange Commission or similar events. The Company is obligated in the event of
such suspension to use its reasonable efforts to ensure that the use of the
Prospectus may be resumed as soon as practicable. This offering will terminate
on the earlier of (a) April 15, 1995 or (b) the date on which all Shares offered
hereby have been sold by the Selling Stockholder.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for the Company by Wilson, Sonsini, Goodrich and
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements of Seagate Technology, Inc.
incorporated by reference in Seagate Technology, Inc.'s Annual Report (Form
10-K) for the fiscal year ended July 1, 1994 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
7
<PAGE> 9
- ------------------------------------------------------
- ------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 3
Risk Factors............................ 4
Use of Proceeds......................... 6
Selling Stockholder..................... 6
Plan of Distribution.................... 7
Legal Matters........................... 7
Experts................................. 7
------------------------
No dealer, salesperson or other person has
been authorized to give any information or
to make any representations other than those
contained in this Prospectus, and, if given
or made, such information and representations
must not be relied upon as having been
authorized by the Company or the Selling
Stockholder. This Prospectus does not con-
stitute an offer to sell or a solicitation of
an offer to buy the shares by anyone in any
jurisdiction in which such offer or
solicitation is not authorized, or in which
the person making the offer or solicitation
is not qualified to do so, or to any person
to whom it is unlawful to make such offer or
solicitation. Under no circumstances shall
the delivery of this Prospectus or any sale
made pursuant to this Prospectus, create any
implication that the information contained in
this Prospectus is correct as of any time
subsequent to the date of this Prospectus.
- ---------------------------------------------
- ---------------------------------------------
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
737,099 SHARES
SEAGATE TECHNOLOGY, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
October , 1994
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses, all of which will be
paid by the Company in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and commissions,
if any. All of the amounts shown are estimates except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee............................................ $ 5,656
Printing and engraving expenses................................. 3,000
Legal fees and expenses......................................... 25,000
Accounting fees and expenses.................................... 7,000
Blue Sky fees and expenses (including legal fees)............... 3,000
Transfer agent's and registrar's fees and expenses.............. --
Miscellaneous expenses.......................................... --
-------
Total................................................. $43,656
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has the power, pursuant to Section 145 of the Delaware General
Corporation Law, to limit the liability of directors of the Company for certain
breaches of fiduciary duty and to indemnify its directors, officers and other
persons for certain acts. The Company's Certificate of Incorporation includes
the following provision:
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article 11, nor the
adoption of any provision of this Certificate of Incorporation inconsistent
with this Article 11, shall eliminate or reduce the effect of this Article
11 in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article 11, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Company's By-laws provides
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by Delaware law, including circumstances in which
indemnification may otherwise be discretionary under Delaware law. Pursuant to
Article IV of the Company's By-laws, in January 1987 the Registrant entered into
Indemnification Agreements with its officers and directors, a form of which is
contained in the Registrant's Proxy Statement for the 1986 Annual Meeting of
Shareholders on file with the Commission. The Indemnification Agreements provide
the Registrant's officers and directors with further indemnification to the
maximum extent permitted by Delaware law and may require the Registrant, among
other things, to indemnify its officers and directors against certain
liabilities that may arise by reason of their status as officers or directors
(other than liabilities arising from willful misconduct of a culpable nature),
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified.
The Registration Rights Agreement (Exhibit 4.5 hereto) provides for
cross-indemnification of the Selling Stockholder and the Registrant, its
directors and officers for certain liabilities arising under the Securities Act
or otherwise.
II-1
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------------------
<S> <C>
4.2(1) Preferred Shares Rights Agreement dated as of November 22, 1988, between Seagate
Technology, Inc. and Bank of America, N.T. & S.A.
4.5 Registration Rights Agreement dated as of May 30, 1994, by and between Seagate
Technology, Inc. and 9001-7138 Quebec Inc.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
24.1 Consent of Independent Auditors (see page II-5).
24.2 Consent of Counsel (included in Exhibit 5.1).
25.1 Power of Attorney (included on page II-4).
</TABLE>
- ---------------
(1) Incorporated by reference to exhibits filed in response to Item 2,
"Exhibits," of the Company's Registration Statement on Form 8-A, as amended,
filed with the Securities and Exchange Commission on November 23, 1988.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b. To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a) and (b) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or
II-2
<PAGE> 12
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, the information omitted from
the form of Prospectus filed as part of this Registration Statement in reliance
upon 430A and contained in a form of Prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Seagate Technology, Inc., a corporation organized and existing under the laws of
the State of Delaware, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scotts Valley, State of California, on this 12th
day of October, 1994.
SEAGATE TECHNOLOGY, INC.
By: /s/ ALAN F. SHUGART
------------------------------------
Alan F. Shugart, Chairman of the
Board of Directors, President,
Chief Executive Officer and Chief
Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan F. Shugart and Donald L. Waite,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-3 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------ ---------------------
<C> <S> <C>
/s/ ALAN F. SHUGART President, Chief October 12, 1994
- --------------------------------------------- Executive Officer and
(Alan F. Shugart) Chairman of the Board
of Directors
(Principal Executive
Officer)
/s/ DONALD L. WAITE Senior Vice President October 12, 1994
- --------------------------------------------- and Chief Financial
(Donald L. Waite) Officer (Principal
Financial and
Accounting Officer)
/s/ GARY B, FILLER Director October 12, 1994
- ---------------------------------------------
(Gary B. Filler)
/s/ ROBERT A. KLEIST Director October 12, 1994
- ---------------------------------------------
(Robert A. Kleist)
/s/ KENNETH E. HAUGHTON Director October 12, 1994
- ---------------------------------------------
(Kenneth E. Haughton)
/s/ THOMAS P. STAFFORD Director October 12, 1994
- ---------------------------------------------
(Thomas P. Stafford)
/s/ LAWRENCE PERLMAN Director October 12, 1994
- ---------------------------------------------
(Lawrence Perlman)
/s/ LAUREL L. WILKENING Director October 12, 1994
- ---------------------------------------------
(Laurel L. Wilkening)
</TABLE>
II-4
<PAGE> 14
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Seagate Technology,
Inc. for the registration of 737,099 shares of its Common Stock and to the
incorporation by reference therein of our report dated July 12, 1994, except for
the Subsequent Events note as to which the date is August 4, 1994, with respect
to the consolidated financial statements of Seagate Technology, Inc.,
incorporated by reference in its Annual Report (Form 10-K) for the fiscal year
ended July 1, 1994, and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
October 13, 1994
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------- ----------------------------------------------------------------------------
<S> <C> <C>
4.2 (1) Preferred Shares Rights Agreement dated as of November 22, 1988, between
Seagate Technology, Inc. and Bank of America, N.T. & S.A. ..................
4.5 Registration Rights Agreement dated as of May 30, 1994, by and between
Seagate Technology, Inc. and 9001-7138 Quebec Inc. .........................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.......
24.1 Consent of Independent Auditors (see page II-5).............................
24.2 Consent of Counsel (included in Exhibit 5.1)................................
25.1 Power of Attorney (included on page II-4)...................................
</TABLE>
- ---------------
(1) Incorporated by reference to exhibits filed in response to Item 2,
"Exhibits," of the Company's Registration Statement on Form 8-A, as amended,
filed with the Securities and Exchange Commission on November 23, 1988.
<PAGE> 1
EXHIBIT 4.5
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 30,
1994, between SEAGATE TECHNOLOGY, INC., a Delaware corporation (the 'Company"),
and 9001-7138 Quebec Inc., a corporation organized under the laws of Quebec
("Holdings").
RECITALS
A. Pursuant to the terms of the Stock Acquisition Agreement dated as of
April 29, 1994 (the "Acquisition Agreement"), by and among the Company, Seagate
Technology International Holdings, Crystal Computer Services Inc. and Holdings,
Holdings acquired from the Company Seven Hundred Thirty-Seven Thousand and
Ninety-Nine (737,099) fully paid and nonassessable shares of the Company's
Common Stock, $.0l par value (the "Seagate Shares").
B. The Acquisition Agreement provides for the execution and delivery of
this Agreement at the closing of the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and conditions herein and in the Acquisition Agreement, the parties
hereto hereby agree as follows:
SECTION 1
REGISTRATION RIGHTS
1.1 Requested Registration.
(a) If the Company shall receive a written request from Holders who in the
aggregate hold not less than 80% of the outstanding Registrable Securities (the
"Initiating Holders") that the Company register under the Securities Act any
shares of Registrable Securities held by any of them having an aggregate
offering price exceeding $5,000,000, the Company shall use its best reasonable
efforts to cause the shares of Registrable Securities specified in such request
to be registered as soon as reasonably practicable so as to permit the sale
thereof, and in connection therewith shall prepare and file as soon as
practicable, but not later than sixty (60) days after receipt of the request of
the Initiating Holders, a Form S-3 registration statement or, if such form is
not then available, then such other form as is then available (or any successor
form of registration statement to such Form S-3 or other available registration
statement), with the SEC under the Securities Act to effect such registration;
provided, however, that each such request shall (i) specify the number of shares
of Registrable Securities intended to be offered and sold by each participating
Holder, (ii) express the present intention of each participating Holder to offer
or cause the offering of such shares of Registrable Securities for distribution,
(iii) describe the nature or method of the proposed offer and sale thereof, and
(iv) contain the undertaking of each participating Holder to provide all such
information and materials and take all such action as may be required in order
to permit the Company shall not be obligated to file any such registration
statement pursuant to this Section 1. 1 prior to the earlier of (i) July 31,
1994, or (ii) ninety (90) days after the closing date of a public offering or
offerings of equity securities of the Company registered under the Securities
Act (provided, however, that if the respective investment bankers for the
Company (or in the event such bankers are unable to agree, a third investment
banker selected by each of such bankers) determine that such offering of
Registrable Securities would adversely impact the market price of the Company's
Common Stock based upon the then current market conditions, the filing of the
registration statement may be delayed for not more than six (6) months from the
date of such closing). In addition, notwithstanding the foregoing, the Company
shall be entitled to postpone filing of any such registration statement for a
reasonable period of time, but not in excess of ninety (90) calendar days from
the date such filing would otherwise be required to be made; provided, however,
that during such time the Company shall not file a registration statement
relating to newly-issued shares of the Company's securities for sale to the
public in order to raise funds for the Company's account.
<PAGE> 2
(b) The Company is obligated to effect only one (1) such registration
pursuant to this Section 1.1.
(c) The participating Holders shall have 90 days from the effective date of
a registration statement filed with the SEC pursuant to Section 1.1 (a) (the
"Registration Statement") to sell their Registrable Securities (the "90-Day
Period"); however, if the Company's insider trading compliance program prohibits
any Holder from selling during the 90-Day Period, the Company will use its best
reasonable efforts to cause the Registration Statement to remain effective
following the 90-Day Period for the number of days during which such Holder was
prohibited by such program from selling during the 90-Day Period.
(d) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 1.1(a).
The right of any Holder granted registration rights by the Company pursuant to
Section 1.1 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein.
The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by a majority in interest of the shares of the
participating Holders for which registration is requested, which representative
shall be reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 1.1, if the representative advises the participating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten which is below the number of shares proposed to be
registered by such Holders, then the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
among all participating Holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such participating Holders
at the time of filing the registration statement, or as such Holders have
otherwise agreed among themselves. No Registrable Securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration.
If any participating Holder of Registrable Securities disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the other Holders. The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration; provided, however, that if by the withdrawal of
such Registrable Securities a greater number of Registrable Securities held by
other Holders may be included in such registration (up to the maximum of any
limitation imposed by the underwriters or the Company), then all Holders who
have included Registrable Securities in the registration shall be offered the
right to include additional Registrable Securities in the same proportion used
in determining the underwriter limitation in this Section 1.1(d).
The participating Holders will provide the Company with a description of
the proposed method or methods of distribution of securities from time to time
contemplated by such Holders and the Company shall include such description in
the registration statement and file any and all amendments and supplements
necessary in connection therewith.
1.2 Company Registration.
(a) If, at any time or from time to time, the Company shall determine to
register any of its securities, whether for its own account or for a security
holder or holders exercising their respective demand registration rights, other
than (i) a registration relating solely to employee benefit plans on Form S-1 or
S-8 or similar forms which may be promulgated in the future, or (ii) a
registration on Form S-4 or similar form which may be promulgated in the future
relating solely to a SEC Rule 145 transaction, the Company will promptly give to
the Holders written notice thereof and include in such registration (and any
related qualification under Blue Sky laws or other compliance), and in any
underwriting involved therein, all Registrable Securities specified in a written
request or requests, made within fifteen (15) business days after receipt of
such written notice from the Company by the Holders.
(b) If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
1.2(a). In such event the right of each Holder to registration pursuant to this
Section 1.2 shall be
-2-
<PAGE> 3
conditioned upon such Holder's agreeing to participate in such underwriting and
in the inclusion of such Holder's Registrable Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and any other holders
distributing securities in the offering) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by the Company or by other holders exercising their demand
registration rights. Notwithstanding any other provision of this Section 1.2, if
the underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the underwriter may exclude the Registrable
Securities or other securities requested to be registered. The Company shall so
advise the Holders and the other holders distributing their securities through
such underwriting, and the number of Registrable Securities and other securities
that may be included in the registration and underwriting shall be allocated
among all holders thereof (other than those holders who are exercising their
demand registration rights) in proportion, as nearly as practicable, to the
respective amounts of securities entitled to inclusion in such registration held
by such holders at the time of filing the registration statement; provided,
however, that (i) in no event (unless such participating Holders request) shall
the amount of Registrable Securities included by the Holders in any such
offering occurring after July 31, 1994 be reduced below twenty percent (20%) of
the total shares to be sold in the registered public offering, and (ii)
securities which are not Registrable Securities shall be excluded before any
Registrable Securities are excluded from such offering. If the Holders or any
other holder disapproves of the terms of any such underwriting, such holder may
elect to withdraw therefrom by written notice to the Company and the
underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration.
1.3 Obligations of the Company. Whenever the Company is required by the
provisions of this Agreement to use its best reasonable efforts to effect the
registration of any Registrable Securities under the Securities Act, the Company
shall:
(i) Prepare and, as soon as practicable, file with the SEC a
registration statement with respect to the shares of Registrable Securities
as to which registration has been requested, and shall use its best
reasonable efforts to cause such registration statement to become effective
and to remain effective until the earlier of (i) the sale of such shares of
Registrable Securities so registered or (ii) 90 days subsequent to the
effective date of such registration, unless extended further pursuant to
the terms of Section 1.1(c).
(ii) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith
as may be necessary to make and to keep such registration statement
effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities proposed to be
registered in such registration statement until the earlier of (i) the sale
of the shares of Registrable Securities so registered or (ii) 90 days
subsequent to the effective date of such registration statement, unless
extended further pursuant to the terms of Section 1.1(c).
(iii) Furnish to the participating Holders or the underwriters such
number of copies of any prospectus (including any preliminary prospectus
and any amended or supplemented prospectus), in conformity with the
requirements of the. Securities Act, as the participating Holders may
reasonably request in order to effect the offering and sale of the shares
of Registrable Securities to be offered and sold, but only while the
Company shall be required under the provisions hereof to cause the
registration statement to remain current.
(iv) Use its best efforts to register or qualify the shares of
Registrable Securities covered by such registration statement under the
securities or Blue Sky laws of such states as the participating Holders
shall reasonably request, maintain any such registration or qualification
current until the earlier of (i) the sale of the shares of Registrable
Securities so registered or (ii) 90 days subsequent to the effective date
of the registration statement, unless extended further pursuant to the
terms of Section 1.1(c); provided, however, that the Company shall not be
required to take any action that would subject it to the general
jurisdiction of the courts of any jurisdiction in which it is not so
subject or to qualify as a foreign corporation in any jurisdiction where
the Company is not so qualified.
-3-
<PAGE> 4
(v) Take all such other action either necessary or desirable to permit
the shares of Registrable Securities held by Holder (or its permitted
assignees) to be registered and disposed of in accordance with the method
of disposition described herein, including, if required by the broker
effecting the sale of the Registrable Securities held by the Holders,
delivery of an agreement containing representations, warranties and
indemnities of the type that are customary in the distribution of like
securities.
(vi) Enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of
such offering. Each participating Holder participating in such underwriting
shall also enter into and perform its obligations under any such agreement.
1.4 Expenses.
(a) All expenses, other than discounts and commissions, incurred in
connection with any registration pursuant to Section 1.1 and Section 1.2 shall
be borne by the Company. The costs and expenses of any such registration shall
include, without limitation, the reasonable fees and expenses of the Company's
counsel and its accountants, the reasonable fees and expenses of one counsel for
the participating Holders and all other costs and expenses of the Company
incident to the preparation, printing and filing under the Securities Act of the
registration statement and all amendments and supplements thereto and the cost
of furnishing copies of each preliminary prospectus, each final.prospectus and
each amendment or supplement thereto to underwriters, dealers and other
purchasers of the securities so registered, the costs and expenses incurred in
connection with the qualification of such securities so registered under the
"blue sky" laws of various jurisdictions, the fees and expenses of the Company's
transfer agent and all other costs and expenses of complying with the provisions
of this Section 1 with respect to such registration (collectively, "Registration
Expenses"). However, the Company shall not be required to pay for any
Registration Expenses of any registration proceeding begun pursuant to Section
1.1 if the registration request is subsequently withdrawn at the request of the
Holders of a majority of the Registrable Securities to be registered, in which
case all Holders participating in such registration shall bear such expenses of
a majority. Notwithstanding the foregoing, the first time the Holders withdraw
from a registration proceeding begun pursuant to Section 1.1, the Company will
pay the Registration Expenses, and such registration proceeding will not
constitute and will not be deemed to constitute a registration pursuant to
Section 1.1, and the Company's obligation to effect one (1) such registration
pursuant to Section 1.1 shall remain outstanding.
(b) Excluding the Registration Expenses, the participating Holders (and
other holders including any securities in such registration) shall pay all other
expenses incurred on their behalf with respect to any registration pursuant to
Section 1.1 or 1.2, including any counsel for the participating Holders (other
than counsel as provided in Section 1.4(a)) and all underwriting discounts and
selling commissions with respect to the Registrable Securities sold by them
pursuant to such registration statement.
1.5 Indemnification.
(a) In the case of any offering registered pursuant to this Section 1, the
Company hereby indemnifies and agrees to hold harmless each participating
Holder, any underwriter (as defined in the Securities Act) of securities offered
by such participating Holder, and each person, if any, who controls such
participating Holder or any such underwriter within the meaning of Section 15 of
the Securities Act against any losses, claims, damages or liabilities, joint or
several, to which any such persons may be subject, under the Securities Act or
otherwise, and to reimburse any of such persons for any legal or other expenses
reasonably incurred by them in connection with investigating any claims or
defending against any actions, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
under which such shares of Registrable Securities were registered under the
Securities Act pursuant to this Section 1, any prospectus contained therein, if
used during the period appropriate for such prospectus, or any amendment or
supplement thereto, or the omission or alleged omission to state therein (if so
used) a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities arise
out of or are (i) based upon any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon information furnished to the
Company in writing by such Holder or any underwriter for such Holder
specifically for use therein, or
-4-
<PAGE> 5
(ii) made in any preliminary prospectus, and the prospectus contained in the
registration statement as declared effective or in the form filed by the Company
with the SEC pursuant to Rule 424 under the Securities Act shall have corrected
such statement or omission and a copy of such prospectus shall not have been
sent or otherwise delivered to such person at or prior to the confirmation of
such sale to such person.
(b) By requesting registration under this Section 1, each participating
Holder agrees, if Registrable Securities held by such Holder are included in the
securities as to which such registration is being effected, and each underwriter
shall agree, in the same manner and to the same extent as set forth in the
preceding paragraph, to indemnify and to hold harmless the Company and its
directors and officers and each person, if any, who controls the Company within
the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which any of such persons may be subject under
the Securities Act or otherwise, and to reimburse any of such persons for any
legal or other expenses incurred in connection with investigating or defending
against any such losses, claims, damages or liabilities, but only to the extent
it arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission of a material fact in any registration
statement under which the shares of Registrable Securities were registered under
the Securities Act pursuant to this Section 1, any prospectus contained therein,
or any amendment or supplement thereto, which was based upon and made in
conformity with information furnished to the Company in writing by such Holder
or such underwriter expressly for use therein.
(c) Each party entitled to indemnification under this Section 1.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at its own
expense, and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 1 unless such failure resulted in actual
detriment to the Indemnifying Party. No Indemnifying Party, (i) in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, which consent shall not be unreasonably withheld, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation, or (ii) shall be liable for amounts paid in any settlement if such
settlement is effected without the consent of the Indemnifying Party, which
consent shall not be unreasonably withheld.
(d) If the indemnification provided for in this Section 1.5 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
1.6 Issuances by the Company or Other Holders. As to each registration
statement referred to in Section 1.1, additional shares of Company Common Stock
to be sold for the account of the Company or other holders may be included
therein, provided that the Company's or other holders' inclusion of any other
-5-
<PAGE> 6
securities in such registration statement may be conditioned or restricted if,
in the opinion of the managing underwriter or underwriters of the offering for
which such registration statement is being filed, marketing factors require a
limitation of the number of shares to be underwritten.
1.7 Information by Holder. The participating Holder or Holders of
Registrable Securities included in any registration shall furnish to the Company
such information regarding such Holder or Holders in the distribution proposed
by such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Section 1.
1.8 Transfer of Registration Rights. Holdings may assign any or all of
its registration rights under this Section 1 to a transferee who, after such
transfer, holds at least 20% of the Registrable Securities, provided that the
Company shall be entitled to written notice of any such transfer no later than
10 days after such transfer. No transferee, assignee or other person purporting
to exercise rights under this Section 1 who is not a signatory to this Agreement
shall be entitled to do so unless and until such person agrees in a writing
delivered to the Company to be bound by the terms of this Agreement.
1.9 Limitations of Subsequent Registration Rights. The Company shall not
enter into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder to include such securities in any
registration filed under Section 1. 1 or 1.2 hereof, unless under the terms of
such agreement, such holder or prospective holder may include such securities in
any such registration, (i) in the case of a registration pursuant to Section
1.1, only to the extent inclusion of such holder or holders securities would not
diminish the amount of Registrable Securities of any participating Holder which
are included or the per share price of the offering, and (ii) in the case of a
registration pursuant to Section 1.2, only to the extent the terms of such
agreement (including the cut-back provisions) are consistent with the rights of
the Holders to participate in any such registration as set forth in Section 1.2.
1.10 Termination of Registration Rights. The registration rights granted
pursuant to this Section 1 shall terminate as to any Holder at such time as all
Registrable Securities beneficially owned by such Holder can be sold within a
given three-month period without compliance with the registration requirements
of the Securities Act pursuant to Rule 144 and a written opinion to that effect
of legal counsel for the Company delivered to such Holder which shall be
reasonably satisfactory in form and substance to legal counsel for such Holder.
Notwithstanding the foregoing, such registration rights shall terminate three
(3) years from the date of this Agreement.
SECTION 2
MISCELLANEOUS
2.1 Certain Definitions. As used in this Agreement:
(a) The term "beneficially owned" refers to the meaning of such terms
as provided in Rule 13d-3 promulgated under the Exchange Act. References to
ownership of Voting Stock hereunder mean beneficial ownership.
(b) The term "Exchange Act" means the Securities Exchange Act of 1934,
as amended, or any similar federal statute and the rules and regulations of
the SEC thereunder, all as the same shall be in effect from time to time.
(c) The term "person" shall mean any person, individual, corporation,
partnership, trust or other nongovernmental entity or any governmental
agency, court, authority or other body (whether foreign, federal, state,
local or otherwise).
(d) The term "Holder" means Holdings and any transferee of Registrable
Securities pursuant to Section 1. 8 of this Agreement, provided that any
such person shall cease to be a Holder at such time as the registration
rights to which such person is entitled hereunder terminate pursuant to
Section 1.10.
-6-
<PAGE> 7
(e) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
(f) The term "Registrable Securities" means (i) the Seagate Shares and
(ii) any shares of the Company's Common Stock (or Common Stock issued by
the Company upon the exercise, conversion or exchange of any other
securities) issued by the Company to Holdings with respect to such shares
of Common Stock held by Holdings upon any stock split, stock dividend,
recapitalization, or similar event; provided, that if, upon any stock
dividend, recapitalization or similar event, the Company issues securities
which are not immediately convertible into Common Stock, the term
"Registrable Securities" shall also include such securities.
(g) The term "Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
(h) The term "SEC" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
2.2 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of California as applied to contracts entered into solely
between residents of, and to be performed entirely within, such state.
2.3 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. This Agreement may not be assigned by a party without the prior
written consent of the other party. This Agreement is not intended and shall not
be construed to create any rights or remedies in any parties other than Holdings
and the Company and no person shall assert any rights as third party beneficiary
hereunder.
2.4 Entire Agreement: Amendment. This Agreement contains the entire
understanding and agreement between the parties with regard to the subject
matter hereof and thereof and supersedes all prior agreements and understandings
among the parties relating to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.
2.5 Notices and Dates. All notices or other communications required or
permitted under this Agreement shall be made in the manner provided in Section
of the Acquisition Agreement. In the event that any date provided for in
this Agreement falls on a Saturday, Sunday or legal holiday, such date shall be
deemed extended to the next business day.
2.6 Language Interpretation. In the interpretation of this Agreement,
unless the context otherwise requires, (i) words importing the singular shall be
deemed to import the plural and vice versa, (ii) words denoting gender shall
include all genders, (iii) references to persons shall include corporations or
other entities and vice versa, and (iv) references to parties, sections,
schedules, paragraphs and exhibits shall mean the parties, sections, schedules,
paragraphs and exhibits of and to this Agreement, unless otherwise indicated by
the context.
2.7 Table of Contents: Titles: Headings. The Table of Contents, titles
and headings to Sections herein are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.
2.8 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been signed
by each party and delivered to the other party.
2.9 Severability. If any provision of this Agreement or portion thereof
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date aforesaid.
"COMPANY"
SEAGATE TECHNOLOGY, INC.,
a Delaware corporation
By: /s/ Donald L. Waite
Name: Donald L. Waite
Tide: Senior Vice President,
Finance
and Chief Financial Officer,
"HOLDINGS"
9001-7138 QUEBEC INC.,
a corporation incorporated under the
laws of Quebec
By: /s/ Terry Cunningham
Name: Terry Cunningham
Title: President
-8-
<PAGE> 1
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
OCTOBER 14, 1994
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
RE: SEAGATE TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on October 14, 1994 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 737,099 shares of your Common Stock, par
value $.01 per share (the "Shares"), all of which are authorized and have been
previously issued to 9001-7138 Quebec Inc. (the "Selling Stockholder") in
connection with the acquisition by the Company of all of the outstanding capital
stock of Crystal Computer Services Inc. The Shares are to be offered by the
Selling Stockholder for sale to the public as described in the Registration
Statement. As your counsel in connection with this transaction, we have examined
the proceedings taken and proposed to be taken in connection with the sale of
the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the registration of the Shares, including such
proceedings to be carried out in accordance with the securities laws of the
various states, where required, the Shares, when sold in the manner referred to
in the Registration Statement, will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
