AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEAGATE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 94-2612933
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(State of incorporation) (I.R.S. Employer Identification No.)
920 Disc Drive
Scotts Valley, California 95066
(Address, including zip code, of Registrant's principal executive offices)
CONNER PERIPHERALS, INC. -- ARCADA HOLDINGS, INC. STOCK OPTION PLAN
ARCADA HOLDINGS, INC. 1994 STOCK OPTION PLAN
(Full titles of the plans)
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DONALD L. WAITE
Executive Vice President,
Chief Administrative Officer and Chief Financial Officer
SEAGATE TECHNOLOGY, INC.
920 Disc Drive
Scotts Valley, California 95066
(408) 438-6550
(Name, address, and telephone number, including area code, of agent for service)
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COPIES TO:
TAMARA G. MATTISON, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(415) 493-9300
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
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Common Stock,
$.01 par value 914,030 $ 59.0625 $53,984,897 $18,616
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(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee based
upon the average of the high and low prices of the Common Stock as reported by
the New York Stock Exchange, Inc. on February 14, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:
ITEM 3(A).
The Annual Report of Registrant on Form 10-K for the fiscal year ended
June 30, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
ITEM 3(B).
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.
ITEM 3(C).
The description of the Registrant's Common Stock which is contained in
Registrant's Registration Statement on Form 8-A/A dated December 2, 1994, filed
pursuant to Section 12 of the Exchange Act (File No. 1-10639) and any amendment
or report filed for the purpose of updating such description.
All documents, reports and definitive proxy or information statements
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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 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.
Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Further, in accordance with the Delaware
General Corporation Law, the Registrant's Restated Certificate of Incorporation
eliminates the liability of a director to the Registrant or its shareholders for
monetary damages for breaches of his or her fiduciary duty as a director,
provided that such liability does not arise from certain prescribed conduct
(including intentional misconduct and breach of the duty of loyalty). The
Registrant's Bylaws provide for indemnification of certain officers, directors,
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law, including under circumstances in which indemnification
may otherwise be discretionary under Delaware law. In addition, the Registrant
has entered into indemnification agreements with its officers and directors by
which the Registrant provides such persons with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law which may
require the Company, among other things, to indemnify them against certain
liabilities that may arise by reason of their status as directors or officers
(other than liabilities arising from willful misconduct of a culpable nature),
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
ITEM 8. EXHIBITS.
Exhibit
Number Document
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4.1 Conner Peripherals, Inc. -- Arcada Holdings, Inc. Stock
Option Plan.
4.2 Arcada Holdings, Inc. 1994 Stock Option Plan.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a
Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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ITEM 9. UNDERTAKINGS.
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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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)
II-3
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
or otherwise, 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. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the 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 Registrant
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Seagate Technology, Inc., 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 20th day of February, 1996.
SEAGATE TECHNOLOGY, INC.
By: /S/ ALAN F. SHUGART
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Alan F. Shugart
President, Chief Executive Officer
and Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Alan F. Shugart
and Donald L. Waite his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), and to file the
same, with all 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.
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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
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/s/ ALAN F. SHUGART President, Chief Executive Officer February 20, 1996
- -------------------------------- and Chairman of the Board of Directors
(Alan F. Shugart) (Principal Executive Officer)
/s/ DONALD L. WAITE Executive Vice President, Chief February 20, 1996
- -------------------------------- Administrative Officer and Chief
(Donald L. Waite) Financial Officer (Principal Financial
and Accounting Officer)
/s/ GARY B. FILLER
- -------------------------------- Director February 20, 1996
(Gary B. Filler)
/s/ ROBERT A. KLEIST
- -------------------------------- Director February 20, 1996
(Robert A. Kleist)
/s/ KENNETH E. HAUGHTON
- -------------------------------- Director February 20, 1996
(Kenneth E. Haughton)
- -------------------------------- Director
(Lawrence Perlman)
- -------------------------------- Director
(Thomas P. Stafford)
/s/ LAUREL L. WILKENING
- -------------------------------- Director February 20, 1996
(Laurel L. Wilkening)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Seagate Technology, Inc.
February 20, 1996
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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4.1 Conner Peripherals, Inc. -- Arcada Holdings,
Inc. Stock Option Plan......................
4.2 Arcada Holdings, Inc. 1994 Stock Option
Plan........................................
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
a Professional Corporation..................
23.1 Consent of Ernst & Young LLP, Independent
Auditors....................................
23.2 Consent of Price Waterhouse LLP.............
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)