<PAGE> 1
As filed with the Securities and Exchange Commission on October 28, 1994
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SEAGATE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 94-2612933
(State of Incorporation) (I.R.S. Employer
Identification No.)
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920 Disc Drive
Scotts Valley, California 95066
(408) 438-6550
(Address and telephone number of Registrant's principal executive offices)
______________________________
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
______________________________
Donald L. Waite
Senior Vice President
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
(408) 438-6550
(Name, address and telephone number of agent for service)
______________________________
Copy to:
CHRIS F. FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
______________________________
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value,
to be issued
under the
Employee Stock
Purchase Plan 2,000,000 shares $23.8125 $47,625,000 $16,422
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the
high and low price for the Common Stock as reported on the National
Market System of the National Association of Securities Dealers
Automated Quotation System (NASDAQ) on October 25, 1994.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-43911) dated November 14, 1991 are incorporated herein by
reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits
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Exhibit
Number Documents
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4.1* Employee Stock Purchase Plan
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page 5)
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* Incorporated by reference to exhibits filed in response to Item 30(b),
"Exhibits," of the Company's Registration Statement on Form S-1 and Amendment
No. 1 thereto (File No. 2-73663), as declared effective by the Securities and
Exchange Commission on September 24, 1981.
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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-8
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 27th day of October, 1994.
SEAGATE TECHNOLOGY, INC.
By: /s/ Alan F. Shugart
Alan F. Shugart, President,
Chief Executive Officer and
Chief Operating Officer
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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-8 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.
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SIGNATURE TITLE DATE
- --------------------------- ----------------------------- -----------------
<S> <C> <C>
/s/Alan F. Shugart President, Chief Executive October 27, 1994
- --------------------------- Officer, Chief Operating
(Alan F. Shugart) Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
/s/Donald L. Waite Senior Vice President, October 27, 1994
- --------------------------- Finance and Chief Financial
(Donald L. Waite) Officer (Principal Financial
and Accounting Officer)
/s/Gary B. Filler Director October 27, 1994
- ---------------------------
(Gary B. Filler)
/s/Kenneth E. Haughton Director October 27, 1994
- ---------------------------
(Kenneth E. Haughton)
/s/Robert A. Kleist Director October 27, 1994
- ---------------------------
(Robert A. Kleist)
/s/Lawrence Perlman Director October 27, 1994
- ---------------------------
(Lawrence Perlman)
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/s/Thomas P. Stafford Director October 27, 1994
- ---------------------------
(Thomas P. Stafford)
/s/Laurel L. Wilkening Director October 27, 1994
- ---------------------------
(Laurel L. Wilkening)
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
EXHIBITS
______________________________________________
REGISTRATION STATEMENT ON FORM S-8
SEAGATE TECHNOLOGY, INC.
OCTOBER 27, 1994
<PAGE> 8
SEAGATE TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1* Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . .
5.1 Opinion of counsel as to legality of
securities being registered . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Counsel (contained in
Exhibit 5.1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Independent Auditors . . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (contained in page 5) . . . . . . . . . . . . . .
</TABLE>
* Incorporated by reference to exhibits filed in response to Item 30(b),
"Exhibits," of the Company's Registration Statement on Form S-1 and Amendment
No. 1 thereto (File No. 2-73663), as declared effective by the Securities and
Exchange Commission on September 24, 1981.
<PAGE> 1
Wilson, Sonsini, Goodrich & Rosati EXHIBIT 5.1
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
October 27, 1994
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, CA 95066
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 28, 1994,
in connection with the registration under the Securities Act of 1933, as
amended, of 2,000,000 additional shares of your Common Stock reserved for
issuance under the Employee Stock Purchase Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of said shares. It is our opinion that the additional
shares, when issued and sold in the manner referred to in the Plan and pursuant
to the agreements which accompany the Plan, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and any amendments thereto.
Sincerely,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/S/ WILSON, SONSINI, GOODRICH & ROSATI
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Seagate Technology, Inc. Employee Stock
Purchase Plan of our reports 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
San Jose, California
October 25, 1994
