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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
Date of Report (date of earliest event reported) March 29, 2000
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SEAGATE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-11403 94-2612933
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
920 Disc Drive
Scotts Valley, California 95066
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(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (831) 438-6550
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Item 5: Other Events
On March 29, 2000, Seagate Technology, Inc., Seagate Software Holdings,
Inc. and Suez Acquisition Company (Cayman) Limited, an entity affiliated with,
among others, Silver Lake Partners and Texas Pacific Group which we refer to
herein as SAC, entered into a Stock Purchase Agreement, and Seagate Technology
and VERITAS Software Corporation entered into an Agreement and Plan of Merger
and Reorganization, which we refer to herein as the Merger Agreement.
Under the Stock Purchase Agreement, SAC will purchase all of the
subsidiaries of Seagate Technology other than Seagate Software Holdings, Inc.,
formerly known as Seagate Software, Inc., which we refer to herein as Seagate
Software, and will also acquire all assets and assume all liabilities of Seagate
Technology and Seagate Software, other than the approximately 128 million shares
of VERITAS common stock and the securities of Gadzoox Networks (Nasdaq: ZOOX),
SanDisk Corporation (Nasdaq: SNDK), CVC, Inc. (Nasdaq: CVCI) and Dragon Systems,
Inc., a privately-held company, currently held by Seagate Technology. We refer
to this transaction herein as the Stock Purchase.
Under the Merger Agreement, immediately following the consummation of
the Stock Purchase, a wholly-owned subsidiary of VERITAS will merge with and
into Seagate Technology, with Seagate Technology to survive the merger and to
become a wholly-owned subsidiary of VERITAS. We refer to this transaction herein
as the Merger. VERITAS is not acquiring Seagate Technology's disc drive business
or any other Seagate operating business. In the Merger, the Seagate stockholders
will receive merger consideration consisting of:
- Approximately 109.3 million shares of VERITAS common stock issued in
exchange for the approximately 128 million shares of VERITAS common
stock Seagate currently holds,
- additional shares of VERITAS common stock issued in exchange for the
investment securities, and, at VERITAS' election, for up to $750 million
in retained cash, and
- all cash on the Seagate balance sheet in excess of $800 million of cash
working capital and after giving effect to VERITAS retained cash, debt
repayment, taxes and other liabilities.
Seagate stockholders will receive total consideration of approximately
$77.50 per share for each share of Seagate common stock, consisting of
approximately 0.467 shares of VERITAS common stock, or approximately 115.8
million shares in the aggregate, and approximately $5 in cash, based on the
closing market prices of the investment securities on March 28, 2000, and
assuming a $500 million cash retention by VERITAS and Seagate Technology's
anticipated cash position at closing.
The Merger is intended to qualify as a tax-free reorganization.
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On March 29, 2000, Seagate Technology, VERITAS and SAC entered into an
Indemnification Agreement, pursuant to which these entities and certain other
subsidiaries of Seagate Technology have agreed to certain indemnification
provisions regarding tax and other matters that may arise in connection with the
Stock Purchase and the Merger. Also on March 29, 2000, VERITAS and SAC entered
into a letter agreement, pursuant to which VERITAS agreed to a no-shop provision
and an alternative termination fee provision.
Each of the Stock Purchase Agreement, the Merger Agreement, the
Indemnification Agreement and the letter agreement is attached as an exhibit to
this current report. The above description is qualified in its entirety by
reference to the full text of those exhibits.
A press release announcing the Stock Purchase and the Merger is also
attached as an exhibit to this current report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The foregoing information contains forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. Such statements regarding, among other things, the timing,
effect, and potential value of the Stock Purchase and the Merger, are based on
the current expectations and beliefs of managements of Seagate Technology and
VERITAS, and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. In particular, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: the failure of the Stock Purchase and the Merger to
close due to the failure to obtain regulatory or other approvals; the failure of
the Stock Purchase and the Merger to close due to the failure of Silver Lake
Partner's financing source to fulfill certain financial commitments; the failure
of the Seagate Technology or VERITAS stockholders to approve the Stock Purchase
and the Merger; the risk of unanticipated costs of effecting the Stock Purchase
and the Merger; the risk that liabilities will arise and the new private company
will be unable or unwilling to satisfy its proposed indemnification obligations
to VERITAS; the risk that the economic terms of the Stock Purchase and the
Merger will vary substantially due to changes in the market prices of VERITAS or
the investment securities and the impact of the operations of Seagate Technology
and the resulting cash balances at closing; and the risk that the Internal
Revenue Service will determine that transaction is taxable to the Seagate
Technology stockholders.
For a detailed discussion of these and other cautionary statements,
please refer to the joint proxy statement/prospectus to be filed by both Seagate
Technology and VERITAS as described below, as well as the companies' filings
with the Securities and Exchange Commission, especially in the "Factors
Affecting Future Operating Results" section of
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the Management's Discussion and Analysis of Financial Condition and Results of
Operations section of Seagate Technology's Form 10-K its fiscal year ended July
2, 1999 and its Form 10-Q for its fiscal quarter ended December 31, 1999, and in
the "Factors That May Affect Future Results" section of the Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of VERITAS' Form 10-Q for its fiscal quarter ended September 30, 1999.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Seagate Technology and VERITAS
are advised to read the joint proxy statement/prospectus regarding the business
transaction referenced in the foregoing information, when it becomes available,
because it will contain important information. Seagate Technology and VERITAS
expect to mail a joint proxy statement/prospectus about the transaction to their
respective stockholders. Such joint proxy statement/prospectus will be filed
with the Securities and Exchange Commission by both companies. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
(when available) and other documents filed by the companies at the Securities
and Exchange Commission's web site at http://www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from Seagate
Technology or VERITAS Software by directing such requests to the respective
investor relations contacts listed below.
Seagate Technology and its officers and directors may be deemed to be
participants in the solicitation of proxies from Seagate Technology's
stockholders with respect to the proposed transaction. Information regarding
such officers and directors is included in Seagate Technology's proxy statement
for its annual meeting of stockholders filed with the Securities and Exchange
Commission on October 4, 1999, and in its S-4 Registration Statement, as
subsequently amended, on September 3, 1999. These documents are available free
of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from the Seagate investor relations' contacts listed
below.
VERITAS and its officers and directors may be deemed to be participants
in the solicitation of proxies from VERITAS' stockholders with respect to the
proposed transaction. Information regarding such officers and directors is
included in VERITAS' S-1 Registration Statements filed with the Securities and
Exchange Commission on September 22, 1999, as supplemented. These documents are
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the VERITAS investor relations' contacts listed
below.
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For More Information Contact:
Investor Relations Investor Relations
Bill Rowley 831-439-2371 Dave Galiotto 650-318-4047
BillRowley@notes.Seagate.com dave.galiotto@VERITAS.com
Denise Franklin 831-439-2789 Borah Kim 650-318-4514
DENISEFRANKLIN@NOTES.SEAGATE.COM borah.kim@VERITAS.com
Item 7: Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 29, 2000, by and among VERITAS Software Corporation,
Victory Acquisition Sub, Inc. and Seagate Technology, Inc.
2.2 Stock Purchase Agreement, dated as of March 29, 2000, by and
among Suez Acquisition Company (Cayman) Limited, Seagate
Technology, Inc. and Seagate Software Holdings, Inc.
2.3 Indemnification Agreement, dated as of March 29, 2000, by and
among VERITAS Software Corporation, Seagate Technology, Inc.,
Suez Acquisition Company (Cayman) Limited and certain other
parties.
2.4 Letter agreement, dated March 29, 2000, by and between VERITAS
Software Corporation and Suez Acquisition Company (Cayman)
Limited.
99.1 Press release dated March 29, 2000.
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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.
Dated: April 4, 2000
SEAGATE TECHNOLOGY, INC.
By: /s/ William L. Hudson
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William L. Hudson
Senior Vice President
General Counsel & Secretary
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 29, 2000, by and among VERITAS Software Corporation,
Victory Acquisition Sub, Inc. and Seagate Technology, Inc.
2.2 Stock Purchase Agreement, dated as of March 29, 2000 by and
among Suez Acquisition Company (Cayman) Limited, Seagate
Technology, Inc. and Seagate Software Holdings, Inc.
2.3 Indemnification Agreement, dated as of March 29, 2000, by and
among VERITAS Software Corporation, Seagate Technology, Inc.,
Suez Acquisition Company (Cayman) Limited and certain other
parties.
2.4 Letter agreement, dated March 29, 2000, by and between VERITAS
Software Corporation and Suez Acquisition Company (Cayman)
Limited.
99.1 Press release dated March 29, 2000.