UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 13, 2012
Date of report (Date of earliest event reported)
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Minnesota | | 001-34838 | | 41-0901840 |
(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
40 West Highland Park Drive N.E., Hutchinson, Minnesota | | 55350 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(320) 587-3797
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| x | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01Other Events.
On January 13, 2012, Hutchinson Technology Incorporated (the “Company”) issued a press release pursuant to Rule 135 under the Securities Act of 1933, as amended (“Rule 135”), announcing that it intends to file a registration statement with the Securities and Exchange Commission in connection with a proposed rights offering, exchange offer, and tender offers relating to its outstanding 3.25% Convertible Subordinated Notes due 2026 and 8.50% Convertible Senior Notes due 2026.
The Company’s announcement shall not constitute an offer of securities or the solicitation of an offer to purchase or exchange securities. Any offer will be made only by the prospectus to be included in the registration statement after it has become effective. The announcement was issued pursuant to and in accordance with Rule 135. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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| 99.1 | | Press Release, dated January 13, 2012. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | HUTCHINSON TECHNOLOGY INCORPORATED |
| | |
Date: January 13, 2012 | | | | /s/ David P. Radloff |
| | | | David P. Radloff |
| | | | Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | | | |
Number | | Description | | Method of filing |
| 99.1 | | Press release, dated January 13, 2012. | | Filed electronically |
