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As filed with the Securities and Exchange Commission on October 19, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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READ-RITE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2770690
(State of Incorporation) (I.R.S. Employer
Identification No.)
44100 Osgood Road
Fremont, California 95035
(408) 262-6700
(Address of Principal Executive Offices, including Zip Code)
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1998 Nonstatutory Stock Option Plan
(Full title of the plan)
-----------------------------------------
Alan S. Lowe
Chief Executive Officer
READ-RITE CORPORATION
44100 Osgood Road
Fremont, California 95035
(408) 262-6700
(Name, address and telephone number of agent for service)
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Copies to:
Brian Erb, Esq.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Registration
to be Registered Registered Share (1) Offering Price (1) Fee
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<S> <C> <C> <C> <C>
Shares of Common Stock to be
issued under Employee Option
Purchase Plan 4,000,000 $8.125 $32,500,000 $8,580
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</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), whereby the per share price was
based on the average between the high and low price reported by the
Nasdaq National Market on October 16, 2000.
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REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Read-Rite Corporation
(the "Company") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended December 29, 1999, April 2, 2000 and July 2, 2000 filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(c) The Company's Current Report on Form 8-K filed on February 7, 2000 and
March 13, 2000.
(d) The description of the Company's common stock which is contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
September 6, 1991 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of directors for monetary
damages for their conduct as a director. The Company's Bylaws provide that the
Company shall indemnify its officers and directors and may indemnify its
employees and other agents to the fullest extent permitted by law. The Bylaws
authorize the use of indemnification agreements and the Company has entered into
such agreements with each of its directors and executive officers.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides that a corporation may indemnify a director, officer, employee or agent
made a party to an action by reason of the fact that he was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses actually and reasonably incurred by him in
connection with such action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful. The Company also maintains a policy of
director and officer liability insurance which covers certain matters, including
matters arising under the Securities Act.
Delaware Law does not permit a corporation to eliminate a director's duty
of care, and the provisions of the Company's Certificate of Incorporation have
no effect on the availability of equitable remedies such as injunction or
rescission, based upon a director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Exchange Act may be permitted
to the foregoing provisions and agreements, the Company has been informed that
in the opinion of the staff of the Commission such indemnification is against
public policy as expressed in the Exchange Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 1998 Nonstatutory Stock Option Plan, as amended
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
24.1 Power of Attorney (see page 6).
II-2
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ITEM 9. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Exchange Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 Exchange Act and will be governed by the final
adjudication of such issue.
II-3
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on this 19th day of
October 2000.
READ-RITE CORPORATION
By: /s/ Alan S. Lowe
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Alan S. Lowe
President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Alan S. Lowe and John Kurtzweil, and each
of them acting individually, as his or her attorney-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on October 19, 2000 by the following persons in the
capacities indicated:
Signature Title Date
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/s/ Alan S. Lowe President (Principal Executive October 19, 2000
--------------------------- Officer), Chief Executive
Alan S. Lowe Officer and Director
/s/ John T. Kurtzweil Senior Vice President and Chief October 19, 2000
--------------------------- Financial Officer (Principal
John T. Kurtzweil Financial Officer)
/s/ Cyril J. Yansouni Chairman of the Board of October 19, 2000
--------------------------- Directors
Cyril J. Yansouni
/s/ William J. Almon Director October 19, 2000
---------------------------
William J. Almon
/s/ Michael L. Hackworth Director October 19, 2000
---------------------------
Michael L. Hackworth
/s/ Matthew J. O'Rourke Director October 19, 2000
---------------------------
Matthew J. O'Rourke
/s/ Dr. Robert M. White Director October 19, 2000
---------------------------
Dr. Robert M. White
II-4
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READ-RITE CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 1998 Nonstatutory Stock Option Plan, as amended
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
24.1 Power of Attorney (see page 6).
