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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): January 21, 1997
HMT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-27586 94-3084354
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
1055 Page Avenue
Fremont, CA 94538
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 490-3100
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Item 5. Other Events
On January 21, 1997, HMT Technology Corporation (the "Company") sold by
a private placement $200,000,000 aggregate principal amount of its 5-3/4%
Convertible Subordinated Notes due 2004 (the "Notes"). On January 27, 1997, the
Company completed a private placement of an additional $30,000,000 aggregate
principal amount of Notes. The Notes have an interest rate of 5-3/4%, are
convertible into shares of common stock of the Company at a conversion price of
$23.75 per share, subject to adjustment in certain events, and have a seven-year
term. The Notes are redeemable, in whole or in part, at the option of the
company, at any time on and after January 20, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit
Number Description
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4.5 Form of Restricted Global Convertible Subordinated Note due 2004
4.6 Form of Unrestricted Global Convertible Subordinated Note due 2004
4.7 Form of Certificated Convertible Subordinated Note due 2004
4.8 Indenture, dated as of January 15, 1997, between HMT Technology
Corporation (the "Company") and State Street Bank and Trust
Company of California, N.A., as Trustee.
4.9 Registration Agreement, dated as of January 15, 1997, among the
Company, Salomon Brothers Inc, Alex. Brown & Sons Incorporated,
Hambrecht & Quist LLC and Robertson, Stephens & Company LLC
(collectively, the "Initial Purchasers").
4.10 Purchase Agreement, dated January 15, 1997, between the Company
and the Initial Purchasers.
4.11 Amended and Restated Revolving Credit Agreement, dated as of
August 28, 1996.
4.12 First Amendment to Amended and Restated Revolving Credit
Agreement, dated January 14, 1997.
99.1 Press Release, titled "HMT Technology Corporation Announces
Completion of Private Placement of Convertible Subordinated
Notes," dated January 22, 1997.
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SIGNATURES
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.
HMT Technology Corporation
Dated: February 6, 1997 By: /s/ Peter S. Norris
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Peter S. Norris
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4.5 Form of Restricted Global Convertible Subordinated Note due 2004
4.6 Form of Unrestricted Global Convertible Subordinated Note due 2004
4.7 Form of Certificated Convertible Subordinated Note due 2004
4.8 Indenture, dated as of January 15, 1997, between HMT Technology
Corporation (the "Company") and State Street Bank and Trust
Company of California, N.A., as Trustee.
4.9 Registration Agreement, dated as of January 15, 1997, among the
Company, Salomon Brothers Inc, Alex. Brown & Sons Incorporated,
Hambrecht & Quist LLC and Robertson, Stephens & Company LLC
(collectively, the "Initial Purchasers").
4.10 Purchase Agreement, dated January 15, 1997, between the Company
and the Initial Purchasers.
4.11 Amended and Restated Revolving Credit Agreement, dated as of
August 28, 1996.
4.12 First Amendment to Amended and Restated Revolving Credit
Agreement, dated January 14, 1997.
99.1 Press Release, titled "HMT Technology Corporation Announces
Completion of Private Placement of Convertible Subordinated
Notes," dated January 22, 1997.
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