<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000
REGISTRATION NO. 333-86991
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MAXTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3572 77-0123732
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)
</TABLE>
510 COTTONWOOD DRIVE
MILPITAS, CALIFORNIA 95035
(408) 432-1700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL R. CANNON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXTOR CORPORATION
510 COTTONWOOD DRIVE
MILPITAS, CALIFORNIA 95035
(408) 432-1700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DIANE HOLT FRANKLE, ESQ.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, CA 94301-1825
(650) 833-2000
Approximate date of commencement of proposed sale to the public: October
1, 1999.
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act") check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
================================================================================
<PAGE> 2
DEREGISTRATION OF SECURITIES
This amendment deregisters the unsold portion of the 8,200,000 shares (the
"Shares") of Common Stock, $0.01 par value per share, of Maxtor Corporation (the
"Company") registered on the Registration Statement on Form S-3 (File No.
333-86991) (the "Registration Statement"), which were originally issued in a
private transaction related to the Company's acquisition of all of the
outstanding stock of Creative Design Solutions, Inc. ("CDS") pursuant to a
merger of CDS with and into a newly formed, wholly-owned subsidiary of the
Company (the "Acquisition"). The Company has met its agreement to register the
Shares under the Securities Act of 1933, as amended (the "Securities Act") and
to use its best efforts to cause the registration statement covering the Shares
to remain effective until the earlier of (i) the date all of the Shares
registered thereunder may be sold under Rule 144 in one three-month period; or
(ii) one (1) year following the closing of the Acquisition on September 10,
1999.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Milpitas, County of Santa Clara, State of
California on October 23, 2000.
MAXTOR CORPORATION
By: /s/ Glenn H. Stevens
-----------------------------------
Glenn H. Stevens
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dr. Chong Sup Park* Chairman of the Board October 23, 2000
--------------------------------
Dr. Chong Sup Park
/s/ Michael R. Cannon* President, Chief Executive October 23, 2000
-------------------------------- Officer and Director
Michael R. Cannon
/s/ Paul J. Tufano* Senior Vice President, Finance, October 23, 2000
-------------------------------- Chief Financial Officer and
Paul J. Tufano Principal Accounting Officer
/s/ Charles Hill* Director October 23, 2000
--------------------------------
Charles Hill
/s/ Charles F. Christ* Director October 23, 2000
--------------------------------
Charles F. Christ
/s/ Y.H. Kim* Director October 23, 2000
--------------------------------
Y.H. Kim
/s/ Thomas Chun* Director October 23, 2000
--------------------------------
Thomas Chun
/s/ Roger W. Johnson* Director October 23, 2000
--------------------------------
Roger W. Johnson
</TABLE>
II-2
<PAGE> 4
*By: /s/ Glenn H. Stevens
----------------------------
Glenn H. Stevens
Attorney-in-Fact
II-3
