AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1999
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
- ------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
920 DISC DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
(831) 438-6550
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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CHARLES C. POPE
SENIOR VICE PRESIDENT
SEAGATE TECHNOLOGY, INC.
920 DISC DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
(831) 438-6550
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
CHRIS F. FENNELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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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(1)
__________________________________________________________________________________________________________
Common Stock,
$0.01 par value, to be
issued under the
Employee Stock Purchase Plan...... 6,000,000 shares $29.469 $176,814,000 $49,154.29
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(1) Calculated in accordance with Rule 457(c) 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 on the New York Stock Exchange
Composite Tape on December 28, 1998.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-43911) dated November 14, 1991 and Form S-8 Registration
Statement (Registration No. 33-56215) dated October 28, 1994 are incorporated
herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits
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Exhibit
Number Documents
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4.1* Employee Stock Purchase Plan, as amended
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 Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 4)
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* Incorporated by reference to the exhibits filed with Registrant's
Registration Statement on Form 10-K for the fiscal year ended July 3, 1998
as filed with the Commission on August 20, 1998.
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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 4th day of January, 1999.
SEAGATE TECHNOLOGY, INC.
By: /s/ Stephen J. Luczo
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Stephen J. Luczo
Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Stephen J. Luczo
and Charles C. Pope, jointly or 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 (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 or her 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
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Chief Executive Officer, January 4, 1999
/s/ Stephen J. Luczo President
- -------------------------- and a Director (Principal
(Stephen J. Luczo) Executive Officer)
/s/ Charles C. Pope Senior Vice President and Chief January 4, 1999
- -------------------------- Financial Officer (Principal
(Charles C. Pope) Financial and Accounting
Officer)
/s/ Gary B. Filler Co-Chairman of the Board January 4, 1999
- --------------------------
(Gary B. Filler)
/s/ Kenneth E. Haughton Director January 4, 1999
- --------------------------
(Kenneth E. Haughton)
/s/ Robert A. Kleist Director January 4, 1999
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(Robert A. Kleist)
/s/ Lawrence Perlman Co-Chairman of the Board January 4, 1999
- --------------------------
(Lawrence Perlman)
/s/ Thomas P. Stafford Director January 4, 1999
- --------------------------
(Thomas P. Stafford)
/s/ Laurel L. Wilkening Director January 4, 1999
- --------------------------
(Laurel L. Wilkening)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4.1* Employee Stock Purchase Plan, as amended
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 Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 4)
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* Incorporated by reference to the exhibits filed with Registrant's
Registration Statement on Form 10-K for the fiscal year ended July 3, 1998
as filed with the Commission on August 20, 1998.