================================================================================ 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 MARCH 4, 1997 ------------------------------------------ Date of Report (Date of earliest event reported) SEAGATE TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 0-10630 94-2612933 - ------------------------- ------------------------ -------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 920 DISC DRIVE SCOTTS VALLEY, CALIFORNIA 95066 ------------------------------------------ (Address of principal executive offices) (408) 438-6550 ------------------------------------------------------ (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS. Seagate Technology, Inc. (the "Company") recently completed a multi-tranche debt offering of $700,000,000 aggregate principal amount of Senior Notes and Senior Debentures, issued pursuant to the provisions of the Indenture, dated as of March 1, 1997, between the Company and First Trust of California, National Association. The Company sold $200,000,000 principal amount of 7.125% Senior Notes due 2004, $200,000,000 principal amount of 7.37% Senior Notes due 2007, $100,000,000 principal amount of 7.875% Senior Debentures due 2017 and $200,000,000 principal amount of 7.45% Senior Debentures due 2037. The Senior Notes and Senior Debentures were offered under a shelf registration statement declared effective by the Securities and Exchange Commission on February 19, 1997. The underwriting was managed by Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. The sale closed on March 4, 1997. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description - ------------ --------------------------------------------------------------------- 4.1 Indenture, dated as of March 1, 1997 (the "Indenture"), between Seagate Technology, Inc. (the "Company") and First Trust of California, National Association, as trustee. 4.2 Officers' Certificate Pursuant to Section 301 of the Indenture, withoutexhibits, establishing the terms of the Company's Senior Notes and Senior Debentures. 4.3 Form of Senior Note. 4.4 Form of Senior Debenture. -2- 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. SEAGATE TECHNOLOGY, INC. Date: March 11, 1997 By: /s/ Donald L. Waite ---------------------------------- Donald L. Waite Executive Vice President, Chief Administrative Officer and Chief Financial Officer -3- INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED MARCH 4, 1997 Exhibit Description - ---------- ------------------------------------------------------------------------------------------------------------- 4.1 Indenture, dated as of March 1, 1997 (the "Indenture"), between Seagate Technology, Inc. (the "Company") and First Trust of California, National Association. 4.2 Officers' Certificate Pursuant to Section 301 of the Indenture, without exhibits, establishing the terms of the Company's Senior Notes and Senior Debentures. 4.3 Form of Senior Note. 4.4 Form of Senior Debenture.