<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1995
REGISTRATION NO. 33-26145
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0901840
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 WEST HIGHLAND PARK
HUTCHINSON, MINNESOTA 55350
(Address of Principal Executive Offices) (Zip Code)
HUTCHINSON TECHNOLOGY INCORPORATED
1988 STOCK OPTION PLAN
(Full title of the plan)
JEFFREY W. GREEN
CHIEF EXECUTIVE OFFICER
HUTCHINSON TECHNOLOGY INCORPORATED
40 WEST HIGHLAND PARK
HUTCHINSON, MINNESOTA 55350
(Name and address of agent for service)
(612) 587-3797
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(3) OFFERING PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock, par
value $.02; Limited
Stock Appreciation
Rights 250,000 Shares(2) $30.125 $7,531,250 $2,597
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<FN>
(1) This Registration Statement relates to an additional 250,000 shares of
Common Stock to be offered pursuant to the Hutchinson Technology
Incorporated 1988 Stock Option Plan, for which 750,000 shares of Common
Stock previously have been registered pursuant to the Registrant's
Registration Statement, Registration No. 33-26145.
(2) Including 250,000 Limited Stock Appreciation Rights ("Limited Rights"),
each of which is related to each share of Common Stock registered hereunder
and which may be granted with respect to all or any portion of such shares.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low sale prices per share
of the Registrant's Common Stock as quoted on the NASDAQ National Market on
March 22, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF FORM S-8
IN THE REGISTRATION STATEMENT
1. INCORPORATION BY REFERENCE.
All of the contents of the Registrant's Registration Statement on Form S-8,
Registration No. 33-26145, previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on December 15, 1988, is incorporated in this
Registration Statement by reference and made a part hereof.
2. EXHIBITS (REQUIRED OPINIONS AND CONSENTS).
Exhibit Description
------- -----------
5 Opinion of Faegre & Benson Professional Limited Liability
Partnership.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Faegre & Benson Professional Limited Liability
Partnership (included in Exhibit 5).
3. ADDITIONAL INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Pursuant to an amendment to the Hutchinson Technology Incorporated 1988
Stock Option Plan (the "Plan") adopted by the Compensation Committee of the
Board of Directors of the Registrant (the "Committee") on November 18, 1993,
under certain circumstances, the Committee may grant options that are
exercisable immediately or less than six months after being granted to employees
residing or employed in a country other than the United States at the time of
the grant.
Pursuant to an amendment to the Plan adopted by the Committee on
November 7, 1994, and approved by the shareholders of the Registrant on
January 25, 1995, the number of shares which may be made subject to options
granted under the Plan was increased to 1,000,000 shares of Common Stock.
Pursuant to an amendment to the Plan approved by the Board of Directors of
the Registrant by unanimous written action as of November 30, 1994, and by the
shareholders of the Registrant on January 25, 1995, the number of shares for
which any single participant in the Plan may be granted options under the Plan
in any calendar year is limited to 100,000 shares of Common Stock.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Hutchinson, State of Minnesota, on March 20, 1995.
HUTCHINSON TECHNOLOGY INCORPORATED
By: /s/ JEFFREY W. GREEN
------------------------------------
Jeffrey W. Green
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Jeffrey W. Green, Wayne M. Fortun
and John A. Ingleman, and each of them (with full power to act alone), as
attorneys and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable.
Pursuant to the requirement 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:
Name Title Date
---- ----- ----
/s/ JEFFREY W. GREEN Chairman and Chief Executive Officer March 20, 1995
------------------------ (Principal Executive Officer) and
Jeffrey W. Green Director
/s/ JOHN A. INGLEMAN Vice President, Chief Financial March 20, 1995
------------------------ Officer, Treasurer and Secretary
John A. Ingleman (Principal Financial Officer and
Principal Accounting Officer)
/s/ W. THOMAS BRUNBERG Director March 20, 1995
------------------------
W. Thomas Brunberg
/s/ JAMES E. DONAGHY Director March 20, 1995
------------------------
James E. Donaghy
/s/ HARRY C. ERVIN, JR. Director March 20, 1995
------------------------
Harry C. Ervin, Jr.
/s/ WAYNE M. FORTUN Director March 20, 1995
------------------------
Wayne M. Fortun
/s/ RICHARD N. ROSETT Director March 20, 1995
------------------------
Richard N. Rosett
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
-------
5 Opinion of Faegre & Benson Professional Limited
Liability Partnership
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Faegre & Benson Professional Limited
Liability Partnership (included in Exhibit 5).
<PAGE>
EXHIBIT 5
[F&B LETTERHEAD]
March 27, 1995
Hutchinson Technology Incorporated
40 West Highland Park
Hutchinson, Minnesota 55350
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to the registration of 250,000 shares of Common Stock, par value $.02 per share
(the "Common Stock"), and related limited stock appreciation rights ("Limited
Rights") of Hutchinson Technology Incorporated, a Minnesota corporation (the
"Company"), pursuant to the Hutchinson Technology Incorporated 1988 Stock Option
Plan (the "Plan"), we have examined such corporate records and other documents,
including the Registration Statement, and have reviewed such matters of law as
we have deemed relevant to this opinion. Based upon such examination and
review, it is our opinion that all necessary corporate action on the part of the
Company has been taken to authorize the issuance and sale of up to 250,000
shares of Common Stock and related Limited Rights by the Company, and that, when
issued and sold as provided in the Plan and as contemplated in the Registration
Statement, such shares of Common Stock and related Limited Rights will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON
Professional Limited Liability Partnership
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Hutchinson Technology Incorporated
on Form S-8 of our report dated October 27, 1994 incorporated by reference in
the Annual Report on Form 10-K of Hutchinson Technology
Incorporated for the fiscal year ended September 25, 1994 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
March 27, 1995
