As filed with the Securities and Exchange Commission on January 31, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
SEAGATE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
______________________
Delaware 94-2612933
(State of Incorporation) (I.R.S. Employer
Identification Number)
920 Disc Drive
Scotts Valley, California 95066
(831) 438-6550
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
______________________
XIOtech Corporation Amended and
Restated 1996 Stock Option Plan
(Full Title of the Plan)
______________________
Charles C. Pope
Executive Vice President and Chief Financial Officer
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
(831) 438-6550
(Name, address and telephone number of agent for service)
______________________
Copy to:
CHRIS F. FENNELL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
______________________
=========================================================================================================
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------
Common Stock, $.01 per share par value, 350,563 shares $0.9056 $317,470.00 $83.81
to be issued under XIOtech Corporation
Amended and Restated 1996 Stock Option
Plan
=========================================================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the weighted average
exercise price of $.9056 per share covering authorized and issued
shares under XIOtech Corporation Amended and Restated 1996 Stock
Option Plan.
================================================================================
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (Seagate Technology, Inc. is sometimes referred to herein as
the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 2, 1999, filed August 25, 1999 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Current Report on Form 8-K filed January 27, 2000
relating to the Settlement Agreement which the Company entered into
with Rodimc PLC on January 26, 2000.
(c) The Company's Current Report on Form 8-K filed December 17, 1999
relating to the Company's entry into an Agreement and Plan of
Reorganization with XIOtech Corporation, dated December 3, 1999.
(c) The Company's Proxy Statement dated October 4, 1999 relating to the
Company's 1999 Annual Meeting of Stockholders;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 1, 1999, filed October 27, 1999 pursuant to Section 13 of the
1934 Act;
(e) The pro forma financial statements contained in the Registrant's
Current Report on Form 8-K filed September 3, 1999;
(f) The description of the Registrant's Common Stock set forth on Form 8-
A/A as filed on December 2, 1994, pursuant to Section 12 of the 1934
Act (file no. 1-10639) and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered 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
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the directors, officers and certain other
persons will be
indemnified with respect to third-party actions or suits, provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Registrant. The Registrant's Bylaws
further provide that directors, officers and certain other persons will be
indemnified with respect to actions or suits by or in the right of the
Registrant, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant; except that no indemnification shall be made in the event that such
person shall be adjudged to be liable to the Registrant, unless a court
determines that indemnification is fair and reasonable in view of all the
circumstances. The Registrant's Bylaws require the Registrant to pay all
expenses incurred by a director, officer, employee, or agent in defending any
proceeding within the scope of the indemnification provisions as such expenses
are incurred in advance of its final disposition, subject to repayment if it is
ultimately determined that such party was not entitled to indemnity by the
Registrant. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements require the Registrant, among
other things to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance, if available on reasonable terms. The Registrant believes
that these agreements are necessary to attract and retain qualified persons as
directors and officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer or agent
of the corporation or was serving at the request of the corporation against
expenses actually and reasonably incurred by him or her in connection with such
action if he or she acted in good faith and in a manner he or she 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 or
her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit
Number Documents
-------------------- --------------------------------------------------------------------
4.1 XIOtech Corporation Amended and Restated 1996 Stock Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page 5)
-2-
Item 9. Undertakings
------------
A. 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.
B. 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Certificate
of Incorporation of the Company, the Bylaws of the Company, indemnification
agreements entered into between the Company and its officers and directors or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company in successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Company 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Seagate Technology, Inc., a corporation organized and existing under the laws of
the State of Delaware, 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 Scotts Valley, State of California, on this 31st
day of January 2000.
SEAGATE TECHNOLOGY, INC.
By: /s/ Stephen J. Luczo
_____________________
Stephen J. Luczo
Chief Executive Officer and President
-4-
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen J. Luczo and Charles C. Pope,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any 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 his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------------------------- ----------------------------------- -------------------
/s/ Stephen J. Luczo
__________________________ President, Chief Executive Officer January 31, 2000
(Stephen J. Luczo) and Director (Principal Executive
Officer)
/s/ Charles C. Pope
__________________________ Executive Vice President and Chief January 31, 2000
(Charles C. Pope) Financial Officer (Principal
Financial and Accounting Officer)
/s/ Gary B. Filler
__________________________ Co-Chairman of the Board January 31, 2000
(Gary B. Filler)
/s/ Lawrence Perlman
__________________________ Co-Chairman of the Board January 31, 2000
(Lawrence Perlman)
__________________________ Director January 31, 2000
(Kenneth E. Haughton)
/s/ Robert A. Kleist
__________________________ Director January 31, 2000
(Robert A. Kleist)
/s/ Thomas P. Stafford Director January 31, 2000
__________________________
(Thomas P. Stafford)
/s/ Laurel L. Wilkening
__________________________ Director January 31, 2000
(Laurel L. Wilkening)
-5-
SEAGATE TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ---------------------- ---------------------------------------------------------------- ----------------
4.1 XIOtech Corporation Amended and Restated 1996 Stock Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (contained in page 5)