<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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)
41-0901840
MINNESOTA (I.R.S. Employer
(State or other jurisdiction Identification No.)
of incorporation or organization)
40 WEST HIGHLAND PARK
HUTCHINSON, MINNESOTA 55350
(Address of Principal Executive Offices) (Zip Code)
HUTCHINSON TECHNOLOGY INCORPORATED
1996 INCENTIVE PLAN
(Full title of the plan)
WAYNE M. FORTUN
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING 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>
PROPOSED PROPOSED AMOUNT OF
AMOUNT MAXIMUM MAXIMUM REGISTRATION
TITLE OF SECURITIES TO BE OFFERING AGGREGATE FEE
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1)
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 3,000,000 Shares $ 30.625 $ 91,875,000 $ 27,841
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(i) 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 July 31, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Hutchinson Technology Incorporated
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended September 29, 1996 (which incorporates by reference
certain portions of the Company's 1996 Annual Report to
Shareholders, including financial statements and accompanying
information, and certain portions of the Company's definitive
notice and proxy statement for the Company's 1997 Annual Meeting
of the Shareholders).
(2) The Company's Quarterly Reports on Form 10-Q for the
thirteen weeks ended December 29, 1996, for the thirteen weeks
ended March 30, 1997 and for the thirteen weeks ended June 29,
1997.
(3) The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A filed with
the Commission on June 9, 1986.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common
Stock offered have been sold or which deregisters all shares of the Common
Stock then remaining unsold shall be deemed to be incorporated by reference
in and a part of this Registration Statement from the date of filing of such
documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or incorporated herein by reference or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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 is subject to Minnesota Statutes Chapter 302A, the
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521
of the Corporation Act provides in substance that, unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer
or director who is made or threatened to be made a party to a proceeding by
reason of his official capacity against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the
person seeking indemnification, are (a) that such person has not been
indemnified by another organization for the same judgments, penalties, fines,
settlements and expenses; (b) that such person must have acted in good faith;
(c) that no improper personal benefit was obtained by such person and such
person satisfied certain statutory
II-2
<PAGE>
conflicts of interest provisions, if applicable; (d) that in the case of a
criminal proceeding, such person had no reasonable cause to believe that the
conduct was unlawful; and (e) that such person must have acted in a manner he
reasonably believed was in the best interests of the corporation or, in
certain limited circumstances, not opposed to the best interests of the
corporation. The determination as to eligibility for indemnification is made
by the members of the corporation's board of directors or a committee of the
board who are at the time not parties to the proceedings under consideration,
by special legal counsel, by the shareholders who are not parties to the
proceedings or by a court. Section 4.01 of the Restated By-Laws of the
Registrant requires indemnification by the Registrant in such manner, under
such circumstances and to such extent as required or permitted by Section
302A.521 of the Corporation Act, as amended from time to time, or as required
or permitted by other provisions of law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
-------
4.1 Restated Articles of Incorporation of the Registrant, as amended
by Articles of Amendment dated January 27, 1988 and as amended by
Articles of Amendment dated January 21, 1997 (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 29, 1997, File No. 0-14709).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 29, 1996, File No. 0-14709).
4.3 Instruments defining the rights of security holders, including an
indenture. The Registrant agrees to furnish the Securities and
Exchange Commission upon request copies of instruments with
respect to long-term debt.
4.4 Note Purchase Agreement dated as of April 20, 1994, providing for
the placement of $20,000,000 of senior unsecured notes with
Teachers Insurance and Annuity Association of America
(incorporated by reference to Exhibit 4.10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27,
1994, File No. 0-14709) and Amendment dated as of March 15, 1996
(incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 24,
1996, File No. 0-14709), and Amendment dated as of February 24,
1997 (incorporated by reference to Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709).
4.5 Note Purchase Agreement dated as of April 20, 1994, providing for
the placement of $5,000,000 of senior unsecured notes with
Central Life Assurance Company (incorporated by reference to
Exhibit 4.11 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 27, 1994, File No. 0-14709) and Amendment
dated as of March 15, 1996 (incorporated by reference to Exhibit
4.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 24, 1996, File No. 0-14709), and Amendment
dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 30, 1997, File No. 0-14709).
4.6 Note Purchase Agreement dated as of April 20, 1994, providing for
the placement of $5,000,000 of senior unsecured notes with Modern
Woodmen of America (incorporated by reference to Exhibit 4.12 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 27, 1994, File No. 0-14709) and Amendment dated as of March
II-3
<PAGE>
15, 1996 (incorporated by reference to Exhibit 4.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 24, 1996, File No. 0-14709), and Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.4 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1997, File No. 0-14709).
4.7 Credit Agreement between the Company and The First National Bank
of Chicago, dated as of December 8, 1995 (incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 24, 1995, File No. 0-
14709), First Amendment dated as of June 22, 1996 (incorporated
by reference to Exhibit 4.5 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 23, 1996, File No. 0-14709),
and Second Amendment dated as of February 24, 1997 (incorporated
by reference to Exhibit 4.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
14709).
4.8 Note Purchase Agreement dated as of July 26, 1996, providing for
the placement of $15,000,000 of senior unsecured notes with
Metropolitan Insurance and Annuity Company (incorporated by
reference to Exhibit 4.6 to the Company's Annual Report on Form
10-K for the fiscal year ended September 29, 1996, File No. 0-
14709), and Amendment dated as of February 24, 1997 (incorporated
by reference to Exhibit 4.6 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
14709).
4.9 Note Purchase Agreement dated as of July 26, 1996, providing for
the placement of $10,000,000 of senior unsecured notes with
Metropolitan Life Insurance Company (incorporated by reference to
Exhibit 4.7 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 29, 1996, File No. 0-14709), and
Amendment dated as of February 24, 1997 (incorporated by
reference to Exhibit 4.7 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 30, 1997, File No. 0-
14709).
4.10 Note Purchase Agreement dated as of July 26, 1996, providing for
the placement of $25,000,000 of senior unsecured notes with
Teachers Insurance and Annuity Association of America
(incorporated by reference to Exhibit 4.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 29, 1996,
File No. 0-4709), and Amendment dated as of February 24, 1997
(incorporated by reference to Exhibit 4.8 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 30,
1997, File No. 0-14709).
5.1 Opinion and consent of Faegre & Benson LLP, counsel for the
Registrant.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5.1).
24.1 Powers of attorney (included with signatures to this Registration
Statement).
99.1 Hutchinson Technology Incorporated 1996 Incentive Plan
(incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 29,
1996, File No. 0-14709).
ITEM 9. UNDERTAKINGS.
II-4
<PAGE>
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; (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.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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
paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment 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.
(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 offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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 and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
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 Hutchinson, State of Minnesota, on
August 8, 1997.
HUTCHINSON TECHNOLOGY INCORPORATED
By: /s/ Wayne M. Fortun
------------------------------
Wayne M. Fortun
PRESIDENT, CHIEF EXECUTIVE OFFICER
CHIEF OPERATING 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/ Wayne M. Fortun President, Chief Executive July 23, 1997
- --------------------- Officer, Chief Operating Officer
Wayne M. Fortun (Principal Executive Officer) and
Director
/s/ John A. Ingleman Vice President, Chief Financial July 23, 1997
- --------------------- Officer, Treasurer and Secretary
John A. Ingleman (Principal Financial Officer and
Principal Accounting Officer)
/s/ W. Thomas Brunberg Director July 23, 1997
- ---------------------
W. Thomas Brunberg
/s/ Archibald Cox, Jr. Director July 23, 1997
- ---------------------
Archibald Cox, Jr.
/s/ James E. Donaghy Director July 21, 1997
- ---------------------
James E. Donaghy
/s/ Harry C. Ervin, Jr. Director July 23, 1997
- ---------------------
Harry C. Ervin, Jr.
/s/ Jeffrey W. Green Director July 23, 1997
- ---------------------
Jeffrey W. Green
/s/ Steven E. Landsburg Director July 23, 1997
- ---------------------
Steven E. Landsburg
/s/ Richard N. Rosett Director July 23, 1997
- ---------------------
Richard N. Rosett
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
- -------
4.1 Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registration Statement No. 2-98270), as
amended by Articles of Amendment dated January 27, 1988 (incorporated
by reference to Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 27, 1987, File No. 0-14709)
and by Articles of Amendment dated January 21, 1997 (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 29, 1996, File No. 0-14709).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 29, 1996, File No. 0-14709).
4.3 Instruments defining the rights of security holders, including an
indenture. The Registrant agrees to furnish the Securities and
Exchange Commission upon request copies of instruments with respect to
long-term debt.
4.4 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $20,000,000 of senior unsecured notes with Teachers
Insurance and Annuity Association of America (incorporated by
reference to Exhibit 4.10 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27, 1994, File No. 0-14709) and
Amendment dated as of March 15, 1996 (incorporated by reference to
Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 24, 1996, File No. 0-14709), and Amendment dated
as of February 24, 1997 (incorporated by reference to Exhibit 4.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709).
4.5 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $5,000,000 of senior unsecured notes with Central Life
Assurance Company (incorporated by reference to Exhibit 4.11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
27, 1994, File No. 0-14709) and Amendment dated as of March 15, 1996
(incorporated by reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
14709), and Amendment dated as of February 24, 1997 (incorporated by
reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 30, 1997, File No. 0-14709).
4.6 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $5,000,000 of senior unsecured notes with Modern Woodmen
of America (incorporated by reference to Exhibit 4.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
File No. 0-14709) and Amendment dated as of March 15, 1996
(incorporated by reference to Exhibit 4.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
14709), and Amendment dated as of February 24, 1997 (incorporated by
reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 30, 1997, File No. 0-14709).
4.7 Credit Agreement between the Company and The First National Bank of
Chicago, dated as of December 8, 1995 (incorporated by reference to
Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 24, 1995, File No. 0-14709), First Amendment
dated as of June 22, 1996 (incorporated by reference to Exhibit 4.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
23, 1996, File No.
<PAGE>
0-14709), and Second Amendment dated as of February 24, 1997
(incorporated by reference to Exhibit 4.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1997,
File No. 0-14709).
4.8 Note Purchase Agreement dated as of July 26, 1996, providing for the
placement of $15,000,000 of senior unsecured notes with Metropolitan
Insurance and Annuity Company (incorporated by reference to Exhibit
4.6 to the Company's Annual Report on Form 10-K for the fiscal year
ended September 29, 1996, File No. 0-14709), and Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.6 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 1997, File No. 0-14709).
4.9 Note Purchase Agreement dated as of July 26, 1996, providing for the
placement of $10,000,000 of senior unsecured notes with Metropolitan
Life Insurance Company (incorporated by reference to Exhibit 4.7 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 29, 1996, File No. 0-14709), and Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.7 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 1997, File No. 0-14709).
4.10 Note Purchase Agreement dated as of July 26, 1996, providing for the
placement of $25,000,000 of senior unsecured notes with Teachers
Insurance and Annuity Association of America (incorporated by
reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 29, 1996, File No. 0-14709), and
Amendment dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.8 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1997, File No. 0-14709).
5.1 Opinion and consent of Faegre & Benson LLP, counsel for the
Registrant.. . . . . . . . . . . . . . . . . . . .Electronically Filed
23.1 Consent of Independent Public Accountants. . . . .Electronically Filed
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5.1).
24.1 Powers of attorney (included with signatures to this Registration
Statement).
99.1 Hutchinson Technology Incorporated 1996 Incentive Plan (incorporated
by reference to Exhibit 10.12 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 29, 1996, File No. 0-14709).
M1:0228595.03
<PAGE>
[LETTERHEAD]
August 8, 1997
Hutchinson Tecnology Incorporated
40 West Highland Park
Hutchinson, MN 55350
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating
to the offering of 3,000,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of Hutchinson Technology Incorporated, a Minnesota
corporation (the "Company"), pursuant to the Hutchinson Technology
Incorporated 1996 Incentive 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 hereto, and, 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 the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable under the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota
and the foregoing opinions are limited to the laws of that state and the
federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON LLP
<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 our report dated October 31,
1996, incorporated by reference in Hutchinson Technology Incorporated's Form
10-K for the year ended September 29, 1996 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
August 6, 1997
