<PAGE> 1
As filed with the Securities and Exchange Commission on June 15, 1998
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SEEQ TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-2711298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
47200 BAYSIDE PARKWAY, FREMONT, CA 94538
(Address of principal executive offices) (Zip Code)
SEEQ TECHNOLOGY INCORPORATED
RESTATED 1982 STOCK OPTION PLAN
1989 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
RESTATED PERIODIC PURCHASE PLAN
(Full title of the Plans)
----------------
PHILLIP J. SALSBURY
CHIEF EXECUTIVE OFFICER
SEEQ TECHNOLOGY INCORPORATED
47200 BAYSIDE PARKWAY, FREMONT, CA 94538
(Name and address of agent for service)
(510) 226-7400
(Telephone number, including area code, of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Restated 1982 Stock Option Plan
Options to Purchase Common Stock 1,000,000 N/A N/A N/A
($0.01 par value)
Common Stock ($0.01 par value) 1,000,000 $ 2.047 $ 2,047,000 $ 603.87
- ------------------------------------------------------------------------------------------------------------------
1989 Nonemployee Director Stock
Option Plan 100,000 N/A N/A N/A
Options to Purchase Common Stock
($0.01 par value)
Common Stock ($0.01 par value) 100,000 $ 2.047 $ 204,700 $ 60.39
- ------------------------------------------------------------------------------------------------------------------
Restated Periodic Purchase Plan
Common Stock ($0.01 par value) 100,000 $ 2.047 $ 204,700 $ 60.39
==================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Restated 1982 Stock Option
Plan, 1989 Nonemployee Director Stock Option Plan and Restated Periodic
Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock of SEEQ Technology Incorporated.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low
prices per share of Common Stock of SEEQ Technology Incorporated on
June 10, 1998 as reported by the Nasdaq National Market.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
SEEQ Technology Incorporated (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K filed with the
Commission on December 23, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q, filed with
the Commission on February 10, 1998 and May 13, 1998; and
(c) The Registrant's Registration Statement No. 0-11778 on Form
8-A filed with the Commission on March 30, 1984, together with amendments
thereto, in which there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Restated Certificate of Incorporation provides
that no director of the Registrant will be personally liable to the Registrant
or any of its stockholders for monetary damages arising from the director's
breach of fiduciary duty. However, this does not apply with respect to any
action in which the director would be liable under Section 174 of Title 8 of the
General Corporation Law of Delaware nor does it apply with respect to any
liability in which the director (i) breached his duty of loyalty to the
Registrant; (ii) did not act in good faith or, in failing to act, did not act in
good faith; (iii) acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) derived
an improper personal benefit.
Pursuant to the provisions of Section 145 of the General
Corporation Law of Delaware, every Delaware corporation has power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant or of any
corporation, partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses, judgments, fines and amounts paid in settlement and
<PAGE> 3
reasonably incurred by him in connection with such action, suit or proceeding.
The power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interests, or not opposed to the
best interests, of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the
right of the corporation as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct unless the court, in its discretion, feels that in the light of all
the circumstances indemnification should apply.
To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of the actions
referred to therein, such person is entitled pursuant to Section 145 to
indemnification as described above. Section 145 also grants power to advance
litigation expenses upon receipt of any undertaking to repay such advances in
the event no right to indemnification is subsequently shown. A corporation may
also obtain insurance at its expense to protect anyone who might be indemnified,
or has a right to insist on indemnification, under the statute.
The Registrant has entered into indemnification agreements with
certain of its current officers and all of its current directors which provide
for indemnification to the fullest extent permitted by Delaware General
Corporation Law, including Section 145 thereof. Such agreements have been
approved by the Registrant's stockholders. The Registrant's stockholders also
approved the use of similar agreements which may be entered into from time to
time with future directors and/or future officers of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5 Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of Independent Accountants - Price Waterhouse LLP.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
Item 9. Undertakings
A. 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 (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended, (ii) 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, and (iii) 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 clauses
(1)(i) and (1)(ii) shall 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the Securities Act of 1933 each such post-effective amendment shall be
deemed to be a new registration statement relating to the
II-2
<PAGE> 4
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 Registrant's
Restated 1982 Stock Option Plan, 1989 Nonemployee Director Stock Option Plan
and/or Restated Periodic Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference into 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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 of 1933, as amended, 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 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 of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Fremont, State of California, on this 15th day of
June, 1998.
SEEQ TECHNOLOGY INCORPORATED
By /s/ Phillip J. Salsbury
--------------------------
Phillip J. Salsbury
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of SEEQ Technology
Incorporated, a Delaware corporation, do hereby constitute and appoint Phillip
J. Salsbury and Gary R. Fish and each of them, the lawful attorneys and agents,
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Phillip J. Salsbury Chief Executive Officer and June 15, 1998
- ------------------------- Director (Principal Executive
Phillip J. Salsbury Officer)
/s/ Gary R. Fish Vice President, Finance, June 15, 1998
- ------------------------- Chief Financial Officer and
Gary R. Fish Secretary (Principal Financial
and Accounting Officer)
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Alan V. Gregory Chairman of the Board June 15, 1998
- -------------------------
Alan V. Gregory
/s/ Charles C. Harwood Director June 15, 1998
- -------------------------
Charles C. Harwood
/s/ Charles Giancarlo Director June 15, 1998
- -------------------------
Charles Giancarlo
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5 Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of Independent Accountants - Price Waterhouse LLP.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
<PAGE> 1
Exhibit 5
June 15, 1998
SEEQ Technology Incorporated
47200 Bayside Parkway
Fremont, California 94538
Re: SEEQ Technology Incorporated Registration Statement for
Offering of an Aggregate of 1,200,000 Shares of Common
Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 1,000,000 shares of Common
Stock under the Company's Restated 1982 Stock Option Plan, (the "1982 Plan"),
(ii) 100,000 shares under the 1989 Nonemployee Director Stock Option Plan, (the
"Director Plan"), and (iii) 100,000 shares under the Restated Periodic Purchase
Plan, (the "Purchase Plan"). We advise you that, in our opinion, when such
shares have been issued and sold pursuant to the applicable provisions of the
1982 Plan, the Director Plan and the Purchase Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 24, 1997, which appears on
page 25 in SEEQ Technology Corporation's Annual Report on Form 10-K for the
year ended September 30, 1997.
/s/ PRICE WATERHOUSE LLP
- -----------------------------
Price Waterhouse LLP
San Jose, California
June 12, 1998
