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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Maxtor Corporation
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(Exact name of registrant as specified in its charter)
Delaware 77-0123732
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
211 River Oaks Parkway, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
This Form 8-A/A, including exhibits, contains 5 pages.
The Exhibit Index is located on page 5.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On September 10, 1993, the Company signed the Stock Purchase Agreement
(the "Purchase Agreement") with Hyundai Electronics Industries, Co., Ltd.,
Hyundai Heavy Industries Co., Ltd., Hyundai Corporation and Hyundai Marine Co.,
Ltd. (collectively the "Purchasers"). The transaction closed on February 3,
1994. Under the terms of the Agreement, the Purchasers invested approximately
$150 million in the Company and received approximately 19.5 million shares of
Class A common stock, representing a per share price of $7.70, and constituting
approximately 40% of the Company's outstanding voting stock at that date.
On September 10, 1993, the Company amended the Rights Agreement dated as
of January 27, 1988 (the "Rights Agreement") by entering into an Amendment
thereto. The Amendment provides that "Acquiring Person" (as defined in the
Rights Agreement) shall not include, upon the closing of the acquisition of
Class A Common Stock (the "Hyundai Closing") under that the Purchase Agreement,
any of the Purchasers or their Affiliates, so long as (i) the Purchasers and
their Affiliates continue following the Hyundai Closing collectively to hold
shares of Common Stock of the Company which constitute at least twenty percent
(20%) of the outstanding voting power of the Company and (ii) no material breach
of Section 7.2 of the Purchase Agreement by Purchaser or any Affiliate of a
Purchaser has occurred and that "Common Stock" (as defined in the Rights
Agreement) when used with reference to the Company shall mean the common stock
of the Company whether designated as Common Stock or Class A Common Stock. The
Amendment to Rights Agreement, dated as of September 10, 1993, between the
Company and the Rights Agent is Exhibit 1 hereto. The foregoing description is
only a summary and is qualified in its entirety by reference to such Exhibit.
On November 2, 1995, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Hyundai Electronics America, a California
corporation ("HEA"), and Hyundai Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of HEA ("Sub"), whereby Sub will be merged with and into
the Company (the "Merger"). Subject to the terms and conditions of the Merger
Agreement (including, without limitation, approval by the stockholders of the
Company and approval by various regulatory agencies) upon the effective time of
the Merger, each share of Common Stock ("Share") of the Company outstanding
(other than Shares to be canceled in accordance with Section 2.1(b) of the
Merger Agreement and any Shares held by stockholders exercising appraisal rights
pursuant to Section 262 of the DGCL at the effective time of the Merger) will be
converted into the right to receive the Offer Price as set forth in the Merger
Agreement.
In connection with the Company's entering into the Merger Agreement, on
November 2, 1995, the Company amended the Rights Agreement, as amended, by
entering into an Amendment No. 2 thereto ("Amendment No. 2"). Amendment No. 2
provides that no "Distribution Date," "Stock Acquisition Date" or "Triggering
Event" (each as defined in the Rights Agreement) shall be deemed to have
occurred, and neither HEA nor any affiliate nor
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associate thereof shall be deemed to have become an Acquiring Person (as defined
in the Rights Agreement), by reason of the Merger Agreement and the consummation
of the transactions contemplated thereby. However, if after November 2, 1995,
HEA or any of its subsidiaries or any of their respective directors becomes the
beneficial owner of any Shares (other than by reason of the Merger Agreement or
the consummation of the transactions contemplated thereby or in any transaction
in conformity with the standstill provisions of the Purchase Agreement, such
provision of Amendment No. 2 becomes no longer applicable. Amendment No. 2 also
provides that the Rights will expire and be of no force or effect upon
consummation of the Merger. Accordingly, the tender of a Share will constitute
the tender of the associated Right, and no additional consideration will be paid
in respect thereof.
The specific terms of Amendment No. 2 are set forth in Amendment No. 2 to
the Rights Agreement, dated as of November 2, 1995, between the Company and the
Rights Agent, which is Exhibit 2 hereto. The foregoing description is only a
summary and is qualified in its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
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Exhibit No. Description
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1 Amendment to Rights Agreement, dated as of September 10,
1993, between Maxtor Corporation and The First National
Bank of Boston, as Rights Agent.
2 Amendment No. 2 to Rights Agreement, dated as of
November 2, 1995, between Maxtor Corporation and The
First National Bank of Boston, 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 amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
MAXTOR CORPORATION
Date: January 5, 1996 By: /s/ GLENN H. STEVENS
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Glenn H. Stevens
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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1 Amendment to Rights Agreement, dated as of -
September 10, 1993, between Maxtor Corporation and
The First National Bank of Boston, as Rights Agent
(incorporated by reference to Exhibit 4.3 to Maxtor
Corporation's Report on Form 10-K filed on June 24,
1994).
2 Amendment No. 2 to Rights Agreement, dated as of -
November 2, 1995, between Maxtor Corporation and
The First National Bank of Boston, as Rights Agent
(incorporated by reference to Exhibit 6 to Maxtor
Corporation's Schedule 14D-9 filed on November 8,
1995).
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