<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
MINNESOTA 41-0901840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
40 WEST HIGHLAND PARK
HUTCHINSON, MINNESOTA 55350
(320)587-3797
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
WAYNE M. FORTUN
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
HUTCHINSON TECHNOLOGY INCORPORATED
40 WEST HIGHLAND PARK
HUTCHINSON, MINNESOTA 55350
(320) 587-3797
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
COPIES TO:
KRIS SHARPE, ESQ. KENNETH M. SIEGEL, ESQ.
PEGGY STEIF ABRAM, ESQ. MICHELLE L. WHIPKEY, ESQ.
Faegre & Benson LLP Wilson Sonsini Goodrich & Rosati,
2200 Norwest Center Professional Corporation
90 South Seventh Street 650 Page Mill Road
Minneapolis, Minnesota 55402 Palo Alto, California 94304
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 statement number of the earlier
effective registration statement for the same offering. /X/ 333-70275
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 statement 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,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock.................... 917,472 Shares $45.50 $41,744,976 $11,606
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
--------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) OF THE
SECURITIES ACT OF 1933.
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<PAGE>
EXPLANATORY NOTE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE CONTENTS OF THE REGISTRATION STATEMENT
ON FORM S-3 (COMMISSION FILE NO. 333-70275) FILED BY HUTCHINSON TECHNOLOGY
INCORPORATED (THE "COMPANY") WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 8, 1999, AS AMENDED BY AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM
S-3 FILED ON JANUARY 28, 1999, INCLUDING THE EXHIBITS THERETO, WHICH WAS
DECLARED EFFECTIVE FEBRUARY 2, 1999, ARE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT.
<PAGE>
ITEM 16. EXHIBITS.
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<CAPTION>
EXHIBIT
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<C> <S>
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 to the
Registration Statement).
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II-1
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hutchinson and State of Minnesota on the 2nd day of
February, 1999.
HUTCHINSON TECHNOLOGY INCORPORATED
By: /s/ WAYNE M. FORTUN
-----------------------------------------
Wayne M. Fortun
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND 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 requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 2, 1999.
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NAME TITLE
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<C> <S>
President, Chief Executive
/s/ WAYNE M. FORTUN Officer and Chief
- - ------------------------------ Operating Officer
Wayne M. Fortun (Principal Executive
Officer and Director)
Vice President, Chief
Financial Officer and
/s/ JOHN A. INGLEMAN Secretary (Principal
- - ------------------------------ Financial Officer and
John A. Ingleman Principal Accounting
Officer)
/s/ W. THOMAS BRUNBERG
- - ------------------------------ Director
W. Thomas Brunberg
/s/ ARCHIBALD COX, JR.
- - ------------------------------ Director
Archibald Cox, Jr.
/s/ JAMES E. DONAGHY
- - ------------------------------ Director
James E. Donaghy
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II-2
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
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<C> <S>
/s/ HARRY C. ERVIN, JR.
- - ------------------------------ Director
Harry C. Ervin, Jr.
/s/ JEFFREY W. GREEN
- - ------------------------------ Director
Jeffrey W. Green
- - ------------------------------ Director
Steven E. Landsburg
/s/ RICHARD B. SOLUM
- - ------------------------------ Director
Richard B. Solum
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S> <C>
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 to the
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
FAEGRE & BENSON LLP
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2200 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Telephone 612-336-3000
Facsimile 612-336-3026
February 2, 1999
Hutchinson Technology Incorporated
40 West Highland Park
Hutchinson, Minnesota 55350-9784
Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 917,472 additional shares of Common Stock of Hutchinson
Technology Incorporated, a Minnesota corporation (the "Company"), we have
examined such corporate records and other documents, including the
Registration Statement on Form S-3 relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed
necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the
laws of the State of Minnesota.
2. When the Board of Directors of the Company or a duly authorized
committee of the Board determines the price and terms of the shares
of Common Stock to be sold by the Company, all necessary corporate
action on the part of the Company will have been taken to authorize
the issuance and sale of such shares of Common Stock by the Company,
and, when issued and sold as contemplated in the Registration
Statement, such shares will be legally and validly issued and fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement
and to the reference to our firm wherever appearing therein.
Very truly yours,
FAEGRE & BENSON LLP
Minneapolis Denver Des Moines London Frankfurt
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) incorporated by reference into
this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
February 2, 1999
