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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 1996
Seagate Technology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10630 94-2612933
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
920 Disc Drive, Scotts Valley, California 95066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 438-6550
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ITEM 5. OTHER EVENTS
On February 16, 1996, Arcada Acquisition Corporation ("Merger Sub"), a
wholly-owned subsidiary of Conner Peripherals, Inc. ("Conner"), a wholly-owned
subsidiary of Seagate Technology, Inc. ("Seagate"), merged (the "Merger") with
and into Arcada Holdings, Inc. ("Arcada") and Arcada became a wholly-owned
subsidiary of Conner. The Merger was approved that morning at a special meeting
of Arcada's stockholders. The Merger occurred pursuant to the terms of an
Agreement and Plan of Reorganization dated as of December 21, 1995, entered into
by and between Seagate, Arcada and Kevin H. Azzouz, (the "Reorganization
Agreement") and a related Agreement of Merger between Merger Sub and Arcada (the
"Merger Agreement"). As a result of the Merger, each outstanding share of
Arcada Common Stock was converted into the right to receive 0.1545 of a share of
Seagate Common Stock. Arcada stockholders who otherwise would be entitled to
fractional shares of Seagate Common Stock will receive cash in lieu thereof. In
addition, as a result of the Merger, each outstanding option to purchase Arcada
Common Stock (an "Arcada Option") was assumed by Seagate and converted into an
option to acquire such number of shares of Seagate Common Stock as the holder
would have been entitled to receive had such holder exercised such Arcada Option
in full immediately prior to the effective time of the Merger, at an exercise
price per share equal to the exercise price per share of Arcada Common Stock
under such Arcada Option immediately prior to the effective time of the Merger
divided by 0.1545. Agreement on the exchange ratio was achieved as a result of
direct negotiations between representatives of Seagate and representatives of
Arcada and was subsequently approved by each company's Board of Directors. An
aggregate of approximately 1,260,007 shares of Seagate Common Stock will be
issued in connection with the Merger. Approximately 924,193 additional shares
of Seagate Common Stock are reserved for issuance to holders of Arcada Options
in connection with Seagate's assumption of such Arcada Options.
The Merger is more fully described in Seagate's Registration Statement on
Form S-4 (File No. 333-00035) (the "Registration Statement"). The
Reorganization Agreement and Merger Agreement were included as Appendix A and
Appendix B, respectively, to the prospectus (the "Prospectus") contained in the
Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEAGATE TECHNOLOGY, INC.
Dated: March 4, 1996 By: /s/ Donald L. Waite
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Name: Donald L. Waite
Executive Vice President, Chief
Administrative Officer, Chief
Financial Officer and Secretary
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