- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 28, 1996 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NO. 0-10630 SEAGATE TECHNOLOGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- DELAWARE 94-2612933 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 920 DISC DRIVE SCOTTS VALLEY, CALIFORNIA 95066 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (408) 438-6550 --------------- Securities registered pursuant to Section 12 (b) of the Act: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ------------------- ------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE 6 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003 NEW YORK STOCK EXCHANGE 6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002 NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES [X] NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of Common Stock on June 28, 1996 as reported by the New York Stock Exchange, was approximately $4.496 billion. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant's Common Stock on June 28, 1996 was 106,715,092. DOCUMENTS INCORPORATED BY REFERENCE Parts of the following documents are incorporated by reference to Parts I, II, III, IV of this Form 10-K Report: (1) Proxy Statement for registrant's 1996 Annual Meeting of Stockholders (the "Proxy Statement") and (2) registrant's Annual Report to Stockholders for the fiscal year ended June 28, 1996 (the "Annual Report to Stockholders"). - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this Report: 1. Financial Statements. The following Consolidated Financial Statements of Seagate Technology, Inc. and subsidiaries and Report of Independent Auditors are incorporated by reference in Item 8: Report of Independent Auditors Consolidated Balance Sheets--June 28, 1996 and June 30, 1995. Consolidated Statements of Income--Years Ended June 28, 1996, June 30, 1995 and July 1, 1994. Consolidated Statements of Stockholders' Equity--Years Ended June 28, 1996, June 30, 1995 and July 1, 1994. 1 Consolidated Statements of Cash Flows--Years Ended June 28, 1996, June 30, 1995 and July 1, 1994. Notes to Consolidated Financial Statements. Separate financial statements of Seagate Technology, Inc. have not been presented because it is primarily an operating company and its subsidiaries included in the Consolidated Financial Statements are wholly-owned. 2. Financial Statement Schedules. The following consolidated financial statement schedules of Seagate Technology, Inc. and subsidiaries are filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Seagate Technology, Inc. and subsidiaries: SCHEDULE PAGE -------- ---- II--Valuation and Qualifying Accounts................................ 24 Report of Independent Accountants for Seagate Peripherals, Inc. (formerly Conner Peripherals, Inc.)................................. 25 Report of Independent Accountants on Financial Statement Schedule II for Seagate Peripherals, Inc. (formerly Conner Peripherals, Inc.)... 26 Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto. 3. Exhibits: NOTES: ------ 3.1 Certificate of Incorporation of Registrant, as amended. (A) 3.2 By-Laws of Registrant, as amended. (B) 4.1.1 Form of Indenture relating to Registrant's 6 3/4% Convertible Subordinated Debentures due 2001. (C) 4.1.2 Second Supplemental Indenture relating to Registrant's 6 3/4% Convertible Subordinated Debentures due 2001. (N) 4.2 Indenture dated as of December 1, 1993 between Registrant and Chemical Bank. (L) 4.3.1 Form of Indenture relating to Registrant's 6 1/2% Convertible Subordinated Debentures due 2002. (O) 4.3.2 Second Supplemental Indenture relating to Registrant's 6 1/2% Convertible Subordinated Debentures due 2002. (N) 10.1 1983 Incentive Stock Option Plan and Form of Stock Option Agreement. (E) 10.2 Seagate Technology Employee Stock Purchase Plan. (D) 10.3 Registrant's Executive Stock Plan. (P) 10.4 Conner Peripherals, Inc. 1986 Incentive Stock Plan. (P) 10.5 Ground and building lease dated March 31, 1983 between the Registrant and First Scotts Valley, Inc. (E) 10.6 Ground lease dated July 15, 1982 between the Registrant and First Scotts Valley, Inc. (G) 10.7 Grant Deed dated June 25, 1983 between the Registrant and Albert L. and Anne Russo. (A) 10.8 Lease Agreement dated May 20, 1985 between Seagate Singapore, Pte., Ltd. and Jurong Town Corporation, and related Mortgage Agreement. (H) 10.9 Lease Agreements dated from April 1, 1983 through May 16, 1985 between Seagate Technology Singapore, Pte., Ltd. and Jurong Town Corporation. (H) 10.10 Lease Agreement dated September 11, 1984 between Seagate Technology Singapore, Pte., Ltd. and the Science Counsel of Singapore. (I) 10.11 Lease Agreement dated from August 16, 1985 through June 8, 1988 between Seagate Technology Singapore, Pte., Ltd. and Jurong Town Corporation. (I) 2 NOTES: ------ 10.12 Deed of Assignment dated February 18, 1987 between Seagate Technology Singapore, Pte., Ltd. and the Hong Kong and Shanghai Banking Corporation. (I) 10.13 Factory Development Master Agreement dated December 14, 1987 and Amendment 1 thereto dated January 21, 1988 between Seagate Technology (Thailand) Ltd. and Mrs. Curairat Bonython. (I) 10.14 Master Agreement dated June 10, 1988 between Seagate Technology (Thailand) Ltd. and Chokchai International Co., Ltd. (I) 10.15 Lease Agreement dated July 18, 1987 and Amendment No. 1 thereto dated June 10, 1988 between Seagate Technology (Thailand) Ltd. and Chokchai International Co., Ltd. (I) 10.16 Industrial Lease dated December 31, 1983 between Mission Business Company and Grenex, Inc. (H) 10.17 1991 Incentive Stock Option Plan and Form of Option Agreement, as amended. (M) 10.18 Acquisition Agreement dated as of September 29, 1989 by and among Seagate Technology, Inc. and Control Data Corporation, Imprimis Technology Incorporated and Magnetic Peripherals, Inc. (J) 10.19 Amended and Restated Directors' Option Plan and Form of Option Agreement. (K) 10.20 Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan--1981. (P) 10.21 Amended and Restated Archive Corporation Incentive Stock Option Plan--1981. (P) Conner Peripherals, Inc.--Arcada Holdings, Inc. Stock 10.22 Option Plan. (Q) 10.23 Arcada Holdings, Inc. 1994 Stock Option Plan. (Q) 11.1 Computation of Net Income per Share (see page 27). (R) 13.1 1996 Annual Report to Stockholders. 21.1 Subsidiaries of the Registrant. (R) 23.1 Consent of Ernst & Young LLP, Independent Auditors. (R) 23.2 Consent of Price Waterhouse LLP, Independent Accountants for Seagate Peripherals, Inc. (formerly Conner Peripherals, Inc.) (R) 24.1 Power of Attorney. (R) 27 Financial Data Schedule. (R) - -------- (A) Incorporated by reference to exhibits filed in response to Item 16, "Exhibits," of the Company's Registration Statement on Form S-3 (File No. 33-13430) filed with the Securities and Exchange Commission on April 14, 1987. (B) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K, as amended, for the year ended June 30, 1990. (C) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Annual Report on Form 10-K of Conner Peripherals, Inc. (Commission File Number 1-10639) for the fiscal year ended December 31, 1990. (D) Incorporated by reference to exhibits filed in response to Item 30(b), "Exhibits," of the Company's Registration Statement on Form S-1 and Amendment No. 1 thereto (File No. 2-73663), as declared effective by the Securities and Exchange Commission on September 24, 1981. (E) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1983. (F) Incorporated by reference to exhibits filed in response to Item 20, "Exhibits," of the Company's Registration Statement on Form S-8/S-3 (File No. 2-98486) filed with the Securities and Exchange Commission on June 19, 1985. (G) Incorporated by reference to exhibits filed in response to Item 16(a), "Exhibits," of the Company's Registration Statement on Form S-1 (File No. 2-78672) filed with the Securities and Exchange Commission on August 3, 1982. 3 (H) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1985. (I) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1988. (J) Incorporated by reference to exhibits filed in response to Item 7(c), "Exhibits," of the Company's Current Report on Form 8-K dated October 2, 1989. (K) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1991. (L) Incorporated by reference to exhibits filed in response to Item 7(c), "Exhibits," of the Company's Current Report on Form 8-K dated December 17, 1993. (M) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended July 1, 1994. (N) Incorporated by reference to the exhibits filed in response to Item 7(c), "Exhibits," of Registrant's Current Report on Form 8-K as filed with the Commission on February 12, 1996. (O) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Annual Report on Form 10-K of Conner Peripherals, Inc. (Commission file number 1-10639) for the fiscal year ended December 31, 1991. (P) Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form S-8 (registration number 333-697) as filed with the Commission on February 5, 1996. (Q) Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form S-8 (registration number 333-1059) as filed with the Commission on February 21, 1996. (R) Previously filed. (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company during the quarter ended June 28, 1996. 4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. SEAGATE TECHNOLOGY, INC. By: /s/ Donald L. Waite __________________________________ (Donald L. Waite, Executive Vice President, Chief Administrative Officer and Chief Financial Officer) Dated: September 18, 1996 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE --------- ----- ---- Alan F. Shugart* Chairman of the Board, September 18, 1996 ____________________________________ President and Chief (Alan F. Shugart) Executive Officer /s/ Donald L. Waite Executive Vice President, September 18, 1996 ____________________________________ Chief Administrative (Donald L. Waite) Officer and Chief Financial Officer (Principal Financial and Accounting Officer) Gary B. Filler* Director September 18, 1996 ____________________________________ (Gary B. Filler) Kenneth Haughton* Director September 18, 1996 ____________________________________ (Kenneth Haughton) Robert A. Kleist* Director September 18, 1996 ____________________________________ (Robert A. Kleist) Lawrence Perlman* Director September 18, 1996 ____________________________________ (Lawrence Perlman) Thomas P. Stafford* Director September 18, 1996 ____________________________________ (Thomas P. Stafford) Laurel L. Wilkening * Director September 18, 1996 ____________________________________ (Laurel L. Wilkening) *By: /s/ Donald L. Waite ____________________________________ Donald L. Waite Attorney-in-fact 5 SEAGATE TECHNOLOGY, INC. INDEX TO EXHIBITS EXHIBITS DESCRIPTION NOTES - -------- ----------- ----- 3.1 Certificate of Incorporation of Registrant, as amended. (A) 3.2 By-Laws of Registrant, as amended. (B) 4.1.1 Form of Indenture relating to Registrant's 6-3/4% Convertible Subordinated Debentures due 2001. (C) 4.1.2 Second Supplemental Indenture relating to Registrant's 6-3/4% Convertible Subordinated Debentures due 2001. (N) 4.2 Indenture dated as of December 1, 1993 between Registrant and Chemical Bank. (L) 4.3.1 Form of Indenture relating to Registrant's 6-1/2% Convertible Subordinated Debentures due 2002. (O) 4.3.2 Second Supplemental Indenture relating to Registrant's 6-1/2% Convertible Subordinated Debentures due 2002. (N) 10.1 1983 Incentive Stock Option Plan and form of Stock Option Agreement. (E) 10.2 Seagate Technology Employee Stock Purchase Plan. (D) 10.3 Registrant's Executive Stock Plan. (P) 10.4 Conner Peripherals, Inc. 1986 Incentive Stock Plan. (P) 10.5 Ground and building lease dated March 31, 1983 between the Registrant and First Scotts Valley, Inc. (E) 10.6 Ground lease dated July 15, 1982 between the Registrant and First Scotts Valley, Inc. (G) 10.7 Grant Deed dated June 25, 1983 between the Registrant and Albert L. and Anne Russo. (A) 10.8 Lease Agreement dated May 20, 1985 between Seagate Singapore, Pte., Ltd. and Jurong Town Corporation, and related Mortgage Agreement. (H) 10.9 Lease Agreements dated from April 1, 1983 through May 16, 1985 between Seagate Technology Singapore, Pte., Ltd. and Jurong Town Corporation. (H) 10.10 Lease Agreement dated September 11, 1984 between Seagate Technology Singapore, Pte., Ltd. and the Science Counsel of Singapore. (I) 10.11 Lease Agreement dated from August 16, 1985 through June 8, 1988 between Seagate Technology Singapore, Pte., Ltd. and Jurong Town Corporation. (I) 10.12 Deed of Assignment dated February 18, 1987 between Seagate Technology Singapore, Pte., Ltd. and the Hong Kong and Shanghai Banking Corporation. (I) 10.13 Factory Development Master Agreement dated December 14, 1987 and Amendment 1 thereto dated January 21, 1988 between Seagate Technology (Thailand) Ltd. and Mrs. Curairat Bonython. (I) 10.14 Master Agreement dated June 10, 1988 between Seagate Technology (Thailand) Ltd. and Chokchai International Co., Ltd. (I) 10.15 Lease Agreement dated July 18, 1987 and Amendment No. 1 thereto dated June 10, 1988 between Seagate Technology (Thailand) Ltd. and Chokchai International Co., Ltd. (I) 10.16 Industrial Lease dated December 31, 1983 between Mission Business Company and Grenex, Inc. (H) 10.17 1991 Incentive Stock Option Plan and Form of Option Agreement, as amended. (M) 10.18 Acquisition Agreement dated as of September 29, 1989 by and among Seagate Technology, Inc. and Control Data Corporation, Imprimis Technology Incorporated and Magnetic Peripherals, Inc. (J) 10.19 Amended and Restated Directors' Option Plan and Form of Option Agreement. (K) 10.20 Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan - 1981. (P) 10.21 Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981. (P) 10.22 Conner Peripherals, Inc. - Arcada Holdings, Inc. Stock Option Plan. (Q) 10.23 Arcada Holdings, Inc. 1994 Stock Option Plan. (Q) 11.1 Computation of Net Income per Share. (R) 13.1 1996 Annual Report to Stockholders. 21.1 Subsidiaries of the Registrant. (R) 23.1 Consent of Ernst & Young LLP, Independent Auditors. (R) 23.2 Consent of Price Waterhouse LLP, Independent Accountants for Seagate Peripherals, Inc. (formerly Conner Peripherals, Inc.) (R) 24.1 Power of Attorney. (R) 27 Financial Data Schedule (R) ___________ (A) Incorporated by reference to exhibits filed in response to Item 16, "Exhibits," of the Company's Registration Statement on Form S-3 (File No. 33-13430) filed with the Securities and Exchange Commission on April 14, 1987. (B) Incorporated by reference to exhibits filed in response to Item 14 (a), "Exhibits," of the Company's Form 10-K, as amended, for the year ended June 30, 1990. (C) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Annual Report on Form 10-K of Conner Peripherals, Inc. (Commission file number 1-10639) for the fiscal year ended December 31, 1990. (D) Incorporated by reference to exhibits filed in response to Item 30(b), "Exhibits," of the Company's Registration Statement on Form S-1 and Amendment No. 1 thereto (File No. 2-73663), as declared effective by the Securities and Exchange Commission on September 24, 1981. (E) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1983. (F) Incorporated by reference to exhibits filed in response to Item 20, "Exhibits," of the Company's Registration Statement on Form S-8/S-3 (file No. 2-98486) filed with the Securities and Exchange Commission on June 19, 1985. (G) Incorporated by reference to exhibits filed in response to Item 16(a), "Exhibits," of the Company's Registration Statement on Form S-1 (File No. 2-78672) filed with the Securities and Exchange Commission on August 3, 1982. (H) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's 10-K for the year ended June 30, 1985. (I) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1988. (J) Incorporated by reference to exhibits filed in response to Item 7(c), "Exhibits," of the Company's Current Report on Form 8-K dated October 2, 1989. (K) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended June 30, 1991. (L) Incorporated by reference to exhibits filed in response to Item 7(c), "Exhibits," of the Company's Current Report on Form 8-K dated December 17, 1993. (M) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Company's Form 10-K for the year ended July 1, 1994. (N) Incorporated by reference to the exhibits filed in response to Item 7(c), "Exhibits," of Registrant's Current Report on Form 8-K as filed with the Commission on February 12, 1996. (O) Incorporated by reference to exhibits filed in response to Item 14(a), "Exhibits," of the Annual Report on Form 10-K of Conner Peripherals, Inc. (Commission file number 1-10639) for the fiscal year ended December 31, 1991. (P) Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form S-8 (registration number 333-697) as filed with the Commission on February 5, 1996. (Q) Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form S-8 (registration number 333-1059) as filed with the Commission on February 21, 1996. (R) Previously filed.