<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1999
REGISTRATION NO. 333-
================================================================================
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)
___________________
DELAWARE 94-2612933
- ------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
920 DISC DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
(831) 438-6550
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
___________________
CHARLES C. POPE
SENIOR VICE PRESIDENT
SEAGATE TECHNOLOGY, INC.
920 DISC DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
(831) 438-6550
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
Copies to:
CHRIS F. FENNELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value, to be
issued under the
Employee Stock Purchase Plan...... 6,000,000 shares $29.469 $176,814,000 $49,154.29
==========================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape on December 28, 1998.
================================================================================
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-43911) dated November 14, 1991 and Form S-8 Registration
Statement (Registration No. 33-56215) dated October 28, 1994 are incorporated
herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits
--------
Exhibit
Number Documents
--------- ---------------------------------------------------
4.1* Employee Stock Purchase Plan, as amended
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 Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 4)
__________________
* Incorporated by reference to the exhibits filed with Registrant's
Registration Statement on Form 10-K for the fiscal year ended July 3, 1998
as filed with the Commission on August 20, 1998.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Seagate Technology, Inc., 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 4th day of January, 1999.
SEAGATE TECHNOLOGY, INC.
By: /s/ Stephen J. Luczo
----------------------
Stephen J. Luczo
Chief Executive Officer and President
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Stephen J. Luczo
and Charles C. Pope, jointly or 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 (including post-
effective amendments), and to file the same, with all 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 or her 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.
SIGNATURE TITLE DATE
--------------- -------------- ------------
Chief Executive Officer, January 4, 1999
/s/ Stephen J. Luczo President
- -------------------------- and a Director (Principal
(Stephen J. Luczo) Executive Officer)
/s/ Charles C. Pope Senior Vice President and Chief January 4, 1999
- -------------------------- Financial Officer (Principal
(Charles C. Pope) Financial and Accounting
Officer)
/s/ Gary B. Filler Co-Chairman of the Board January 4, 1999
- --------------------------
(Gary B. Filler)
/s/ Kenneth E. Haughton Director January 4, 1999
- --------------------------
(Kenneth E. Haughton)
/s/ Robert A. Kleist Director January 4, 1999
- --------------------------
(Robert A. Kleist)
/s/ Lawrence Perlman Co-Chairman of the Board January 4, 1999
- --------------------------
(Lawrence Perlman)
/s/ Thomas P. Stafford Director January 4, 1999
- --------------------------
(Thomas P. Stafford)
/s/ Laurel L. Wilkening Director January 4, 1999
- --------------------------
(Laurel L. Wilkening)
-4-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- -------- ------------------------------------------------------------------
4.1* Employee Stock Purchase Plan, as amended
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 Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 4)
__________________
* Incorporated by reference to the exhibits filed with Registrant's
Registration Statement on Form 10-K for the fiscal year ended July 3, 1998
as filed with the Commission on August 20, 1998.
<PAGE>
Exhibit 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
January 4, 1999
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 January 4, 1999, in
connection with the registration under the Securities Act of 1933, as amended,
of 6,000,000 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
Exhibit 23.2
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of our reports dated July 14, 1998 (except for the second
paragraph of the Acquisitions note, as to which the date is July 31, 1998, and
the first and second paragraphs of the Patent Litigation note, as to which the
date is August 17, 1998) with respect to the consolidated financial statements
of Seagate Technology, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended July 3, 1998, and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Jose, California
December 30, 1998
