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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 13, 1997
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SEEQ TECHNOLOGY INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-11778 94-2711298
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
47200 Bayside Parkway, Fremont, California 94538
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (510) 226-7400
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None
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS
The Rights Agreement dated as of April 21, 1995 (the "Rights
Agreement"), by and between Seeq Technology Incorporated (the "Company"), and
American Stock Transfer & Trust Company (the "Rights Agent"), was amended as
of August 13, 1997 in order to change the definition of an "Acquiring Person"
in Section 1(a) to include only such persons that shall beneficially own 20% or
more of the shares of common stock of the Company then outstanding and to make
a similar change to Section 3(a) of the Rights Agreement.
The amendment described above was effected by that certain
Amendment No.1 to the Rights Agreement dated as of August 13, 1997, by and
between the Company and the Rights Agent.
ITEM 7. EXHIBITS.
Exhibit
Number Description
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1 Amendment No. 1 to Rights Agreement dated as of April
21, 1995, by and between Seeq Technology Incorporated and
American Stock Transfer & Trust Company, as Rights Agent.
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SIGNATURES
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.
SEEQ TECHNOLOGY INCORPORATED
Date: August 26, 1997 By: /s/ Gary R. Fish
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Gary R. Fish
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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1 Amendment No. 1 to Rights Agreement dated as of April
21, 1995, by and between Seeq Technology Incorporated and
American Stock Transfer & Trust Company, as Rights Agent.
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AMENDMENT NO. 1 TO
RIGHTS AGREEMENT OF
SEEQ TECHNOLOGY, INC.
Amendment No. 1, dated as of August 13, 1997 (the "Amendment"),
to the Rights Agreement, dated as of April 21, 1995 (the "Agreement"), between
Seeq Technology, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer Company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the
Agreement; and
WHEREAS, on August 13, 1997, the Board of Directors of the
Company, upon approval of the Continuing Directors (as defined in the Agreement)
in accordance with Section 27 of the Agreement, determined it desirable and in
the best interest of the Company and its stockholders to amend certain
provisions of the Agreement.
NOW THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 1(a). The definition of
"Acquiring Person" in Section 1(a) of the Agreement is amended by deleting the
percentage "15%" wherever such percentage appears in said Section and inserting
in lieu thereof the percentage "20%".
Section 2. Amendment to Section 3(a). Section 3(a) of the
Agreement is amended by deleting the percentage "15%" wherever such percentage
appears in said Section and inserting in lieu thereof the percentage "20%".
Section 3. Agreement as Amended. The term "Agreement" as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby. This
Amendment shall be effective as of the date hereof and, except as set forth
herein, the Agreement shall remain in full force and effect and be otherwise
unaffected hereby.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: SEEQ TECHNOLOGY, INC.
By: /s/ Margaret Maher By: /s/ Phillip J. Salsbury
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Name: Margaret Maher Name: Phillip J. Salsbury
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Title: Exec. Assistant Title: President and CEO
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Isaac J. Kagan By: /s/ Herbert J. Lemmer
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Name: Isaac J. Kagan Name: Herbert J. Lemmer
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Title: Vice-President Title: Vice-President
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