As filed with the Securities and Exchange Commission on December 7, 1999
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)
_____________
1999 Stock Option Plan
1998 Nonstatutory 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 10,500,000 shares $37.375 $392,437,500 $ 103,603.50
par value, to be issued under
the 1999 Stock Option Plan
Common Stock, $.01 per share 3,500,000 shares $37.375 $130,812,500 $ 34,534.50
par value, to be issued under
the 1998 Nonstatutory Stock
Option Plan
- -------------------------------------------------------------------------------------------------
TOTAL 14,000,000 $ 37.38 $523,250,000 $ 138,138.00
=================================================================================================
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the
high and low prices per share for the Common Stock as reported on the
New York Stock Exchange on December 1, 1999.
================================================================================
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 Proxy Statement dated October 4, 1999 relating to the
Company's 1999 Annual Meeting of Stockholders;
(c) 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;
(d) The pro forma financial statements contained in the Registrant's
Current Report on Form 8-K filed September 3, 1999;
(e) 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 Documents
Number
----------------- --------------------------------------------------
4.1* 1998 Nonstatutory Stock Option Plan
4.2 1999 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 6)
_____________
* Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K for the fiscal year ended July 2, 1999 as filed with
the Securities and Exchange Commission on August 25, 1999.
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.
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 7th
day of December 1999.
SEAGATE TECHNOLOGY, INC.
By: /s/ Stephen J. Luczo
------------------------------
Stephen J. Luczo
Chief Executive Officer and President
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 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 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 and December 7, 1999
- -------------------------------- Director (Principal Executive Officer)
(Stephen J. Luczo)
/s/ Charles C. Pope Executive Vice President and Chief December 7, 1999
- -------------------------------- Financial Officer (Principal Financial
(Charles C. Pope) and Accounting Officer)
/s/ Gary B. Filler Co-Chairman of the Board December 7, 1999
- --------------------------------
(Gary B. Filler)
Director
- --------------------------------
(Kenneth E. Haughton)
/s/ Robert A. Kleist Director December 7, 1999
- --------------------------------
(Robert A. Kleist)
/s/ Lawrence Perlman Co-Chairman of the Board December 7, 1999
- --------------------------------
(Lawrence Perlman)
/s/ Thomas P. Stafford Director December 7, 1999
- --------------------------------
(Thomas P. Stafford)
/s/ Laurel L. Wilkening Director December 7, 1999
- --------------------------------
(Laurel L. Wilkening)
SEAGATE TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ----------- ------------------------------------------------ ---------
4.1* 1998 Nonstatutory Stock Option Plan
4.2 1999 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 6)
_____________
* Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K for the fiscal year ended July 2, 1999 as filed with
the Securities and Exchange Commission on August 25, 1999.