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Form 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-0901840
(State of incorporation or (IRS Employer Identification No.)
organization)
40 West Highland Park
Hutchinson, Minnesota 55350
(Address of principal executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form relates
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
None N/A
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
(heretofore registered) ------------
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The Registrant hereby amends the following items of its Registration
Statement on Form 8-A dated May 30, 1986, as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Amended and Restated Articles of Incorporation, as amended, of
Hutchinson Technology Incorporated (the "Company") authorize the issuance by the
Company through its Board of Directors of 45,000,000 shares of Common Stock, par
value $.01 per share. Upon any liquidation or dissolution of the Company, the
holders of Common Stock share ratably, in proportion to the number of shares
held, in the assets available for distribution after payment of all prior
claims. All outstanding shares of the Company's Common Stock are fully paid and
nonassessable. As of December 27, 1998, there were 19,786,229 shares of Common
Stock outstanding, and as of January 6, 1999, there were 1,069 record holders of
the Company's Common Stock.
Holders of Common Stock have no preemptive rights and are entitled to
one vote for each share held on each matter submitted to a vote of
shareholders. Cumulative voting for the election of directors is not
permitted. Generally, the affirmative vote of the holders of a majority of
the outstanding shares of Company voting stock is necessary to authorize any
agreement for consolidation, merger or sale or other disposition of all or
substantially all of the Company's assets, unless such transactions involve a
beneficial holder of 20% or more of the Company's voting stock or related
parties. Generally, such transactions involving a beneficial holder of at
least 20% of the voting stock of the Company, liquidations or dissolutions of
the Company at the time that it has such a 20% or more beneficial
shareholder, and certain other specified transactions involving such a
substantial shareholder, whether or not they otherwise require a shareholder
vote, require the affirmative vote of the holders of at least two-thirds of
the outstanding shares of voting stock, unless first approved by not less
than the greater of (a) two or (b) two-thirds of the directors (other than
such 20% shareholder or related parties) who were members of the Board of
Directors on May 15, 1983, or immediately prior to the time such shareholder
became the beneficial owner of 20% or more of the Company's Common Stock. A
vote of not less than two-thirds of the outstanding shares of the Company's
voting stock is required to amend this special voting provision. Other
amendments to the Company's Amended and Restated Articles of Incorporation,
as amended, require an affirmative vote of the holders of a majority of the
shares entitled to vote that are present at a meeting of the shareholders.
Holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors of the Company out of funds legally
available therefor. However, the Company presently intends to retain any
earnings for use in the Company's business and does not anticipate paying cash
dividends in the foreseeable future. Certain of the Company's financing
agreements contain restrictive covenants which, among other things, impose
limitations on the payment of dividends.
Norwest Bank Minnesota, National Association, is the Transfer Agent and
Registrar for the Common Stock of the Company.
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ITEM 2. EXHIBITS.
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 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),
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), Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), and Amendment dated as of
December 16, 1998 (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.4 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), 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), Amendment dated as of February 24, 1997
(incorporated by reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 30, 1997, File
No. 0-14709), and Amendment dated as of December 16, 1998
(incorporated by reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998, File
No. 0-14709).
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4.5 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), 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),
Amendment dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1997, File No. 0-14709), and Amendment dated
as of December 16, 1998 (incorporated by reference to Exhibit 4.4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.6 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), Second Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), Third Amendment dated as of
March 2, 1998, Fourth Amendment dated as of September 25, 1998, and
Fifth Amendment dated as of December 23, 1998 (incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 27, 1998, File No. 0-14709).
4.7 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), Amendment dated as
of February 24, 1997 (incorporated by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), and Amendment dated as of
December 16, 1998 (incorporated by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.8 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), Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File
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No. 0-14709), and Amendment dated as of December 16, 1998
(incorporated by reference to Exhibit 4.7 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998, File
No. 0-14709).
4.9 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),
Amendment dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1997, File No. 0-14709), and Amendment dated
as of December 16, 1998 (incorporated by reference to Exhibit 4.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.10 Financing Agreement between the Company and The CIT Group/Business
Credit, Inc., as Agent and a Lender, dated December 31, 1998
(incorporated by reference to Exhibit 4.9 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 27,
1998, File No. 0-14709).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: January 22, 1999
HUTCHINSON TECHNOLOGY
INCORPORATED
By /s/ Wayne M. Fortun
-----------------------------------------
Wayne M. Fortun
President, Chief Executive Officer
and Chief Operating Officer
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INDEX TO EXHIBITS
Exhibits
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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 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),
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), Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), and Amendment dated as of
December 16, 1998 (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.4 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), 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), Amendment dated as of February 24, 1997
(incorporated by reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 30, 1997, File
No. 0-14709), and Amendment dated as of December 16, 1998
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(incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 27, 1998, 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 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), 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),
Amendment dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1997, File No. 0-14709), and Amendment dated
as of December 16, 1998 (incorporated by reference to Exhibit 4.4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.6 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), Second Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), Third Amendment dated as of
March 2, 1998, Fourth Amendment dated as of September 25, 1998, and
Fifth Amendment dated as of December 23, 1998 (incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 27, 1998, File No. 0-14709).
4.7 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), Amendment dated as
of February 24, 1997 (incorporated by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), and Amendment dated as of
December 16, 1998 (incorporated by reference to Exhibit 4.6 to the
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Company's Quarterly Report on Form 10-Q for the quarter ended December 27,
1998, File No. 0-14709).
4.8 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), Amendment dated as of
February 24, 1997 (incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, File No. 0-14709), and Amendment dated as of
December 16, 1998 (incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.9 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),
Amendment dated as of February 24, 1997 (incorporated by reference to
Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1997, File No. 0-14709), and Amendment dated
as of December 16, 1998 (incorporated by reference to Exhibit 4.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1998, File No. 0-14709).
4.10 Financing Agreement between the Company and The CIT Group/Business
Credit, Inc., as Agent and a Lender, dated December 31, 1998
(incorporated by reference to Exhibit 4.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998, File No.
0-14709).
