Mail Stop 4561
November 7, 2005
William L. Hudson
Executive Vice President, General Counsel
and Secretary
Seagate Technology
920 Disc Drive
P.O. Box 66360
Scotts Valley, CA 95067
Re: Seagate Technology
Post-Effective Amendment No. 1 on Form S-3
Filed October 11, 2005
File No. 333-122149
Form 10-K for the Fiscal Year Ended August 1, 2005
Form 10-Q for the Quarter Ender September 30, 2005
File No. 1-31560
Dear Mr. Bailey:
We have limited our review of your filings to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your registration statement in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure. After reviewing this information, we may raise
additional comments.
Please understand the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Post-effective Amendment on Form S-3
General
1. Please move the information on pages 1-3 to a part of the
registration statement not subject to Item 421(d) of Regulation C.
Incorporation by Reference, page 1
2. Please update this section to include your Form 10-Q for the
quarter ended September 30, 2005, and any other documents filed
with
us pursuant to Sections 13(a) or 15(d) of the Exchange Act.
Selling Shareholders, page 32
3. Please expand the filing to describe the material transactions
and
relationships between Seagate and each of the selling shareholders
during the past three years. See Item 507 of Regulation S-K. The
transactions whereby the shares to be resold were issued should be
described in materially complete terms. Please revise to disclose
the basic terms of the initial issuance transaction to New SAC and
the New SAC distribution strategy, including the dates of all
planned
distributions and the material terms of each planned distribution.
We also were unable to locate the various "distributions described
elsewhere in this prospectus" referred to in over fifty footnotes.
Revise to provide the material terms of each of the referenced
distributions so that investors are able to determine the manner
in
which each selling shareholder obtained the shares being offered
for
their account.
4. You currently provide natural person disclosure for only some
of
the selling shareholders. Please revise to disclose all
individuals
who actually exercise voting and dispositive powers with respect
to
the shares to be offered for resale by each of the selling
shareholders who are non-reporting entities. See Interpretation
I.60
of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.
5. Please confirm that the entities identified in footnotes (5),
(10)
and (12) are the only selling shareholders that are legal entities
that are affiliates of registered broker-dealers.
Form 10-K for the Fiscal Year Ended July 1, 2005
Item 9A. Controls and Procedures
Conclusions Regarding Disclosure Controls and Procedures, page 107
6. We note your disclosure that your chief executive and chief
financial officers concluded that your disclosure controls and
procedures were effective, as of July 1, 2005, for the purpose of
ensuring that information required to be disclosed in the reports
you
file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms. Confirm, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports you file or submit is accumulated and communicated to your
management, including you chief executive and chief financial
officers, to allow timely decisions regarding required disclosure.
See Exchange Act Rule 13a-15(e). Please take this comment into
consideration when preparing future Item 307 disclosure.
Changes in Internal Control over Financial Reporting, page 107
7. The purpose of the second paragraph in this section is unclear.
We note your statement that a "control system, no matter how well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met."
Please
confirm, if true, that your disclosure controls and procedures are
designed to provide reasonable assurance of achieving their
objectives and that your chief executive officer and chief
financial
officer concluded that your disclosure controls and procedures are
effective at the reasonable assurance level. Please confirm that
you
will comply with this comment in preparing future Item 507
disclosure; in the alternative, you may remove future reference to
the level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at http://www.sec.gov/rules/final/33-8238.htm.
Exhibits 31.1 and 31.2
8. Please confirm that Messrs Watkins and Pope signed these
certifications in their individual capacity. In preparing future
302
certifications, please note that the language of the certification
may not be altered in any manner. In this regard, you should not
include the title of the office held by the signatory in the first
line of the certifications. This comment also applies to the
certifications filed as exhibits 31.1 and 31.2 to your Form 10-Q
for
the quarter ended September 30, 2005.
Form 10-Q for the Quarter Ended September 30, 2005
Item 4. Controls and Procedures, page 62
9. Please confirm that your management, including your chief
executive officer and chief financial officer, evaluated the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report, as required by Item 307
of
Regulation S-K. Please confirm that you will comply with this
comment when preparing future Item 307 disclosure.
10. We note your disclosure that there have been no significant
changes to your internal controls over financial reporting that
could
significantly affect internal controls subsequent to their
evaluation
(emphasis added). Please address whether during your last fiscal
quarter there was any change in your internal control over
financial
reporting that materially affected, or was reasonably likely to
materially affect, your internal control over financial reporting.
See Item 308(c) of Regulation S-K. Please confirm that you will
comply with this comment when preparing future Item 308(c)
disclosure.
* * * * *
As appropriate, please amend your registration statement and
respond to our comments on your periodic reports within 10
business
days or tell us when you will provide us with a response. You may
wish to provide us with marked copies of your amendment to
expedite
our review. Please furnish a cover letter with your amendments
that
keys your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.
If you have any questions, please contact Rebekah Toton at
(202)
551-3857. If you need further assistance, you may contact me at
(202) 551-3462 with any questions.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile (650) 251-5002
William H. Hinman, Jr.
Greg King
Simpson Thatcher & Bartlett, L LP
Telephone: (650) 251-5000
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William L. Hudson
Seagate Technology
November 7, 2005
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