As filed with the Securities and Exchange Commission on December15, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEAGATE TECHNOLOGY
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands | 98-0355609 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
P.O. Box 309GT, Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands
(345) 949-8066
(Address and Telephone Number, including Area Code, of Principal Executive Offices)
Seagate Technology 2004 Stock Compensation Plan
(Full Title of the Plan)
William D. Watkins
Chief Executive Officer and President
Seagate Technology
920 Disc Drive
P.O. Box 66360
Scotts Valley, California 95067
Copy to:
Stephen W. Fackler, Esq.
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94304
(650) 849-5385
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1) |
Amount to be Registered (2) |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Statement Fee | ||||
Seagate Technology 2004 Stock Compensation Plan (as Amended April 27, 2006), Common Shares, par value $0.00001 per share |
36,000,000 | $25.91 | $932,760,000 | $99,805.32 |
(1) | This Registration Statement covers, in addition to the number of Common Shares stated above, an indeterminate number of options and rights to acquire Common Shares. |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also be deemed to cover the additional securities that may be offered or issued to prevent dilution resulting from any stock split, stock dividend or similar transaction. |
(3) | Estimated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high ($26.35) and low ($25.47) price per share of the Registrants Common Shares, as reported on the New York Stock Exchange on December 12, 2006. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Registrant), relating to an additional 36,000,000 of its common shares, par value $0.00001 per share (the Common Shares), issuable to eligible employees and consultants of the Registrant and its affiliates under the Registrants 2004 Stock Compensation Plan (the Plan). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 (Registration No. 333-128654, the Registration Statement) filed by the Registrant on September 28, 2005 with the Securities and Exchange Commission (the Commission) related to the Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Scotts Valley, State of California, on December 15, 2006.
By: | /s/ WILLIAM L. HUDSON | |
William L. Hudson | ||
Title: | Executive Vice President, General Counsel and Secretary |
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands, whose signatures appear below, hereby constitute and appoint William D. Watkins, Charles C. Pope, and William L. Hudson and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their, his or her substitutes, shall 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 date indicated.
Signature |
Title |
Date | ||
/s/ WILLIAM D. WATKINS William D. Watkins |
Chief Executive Officer, President and Director (Principal Executive Officer) |
December 15, 2006 | ||
/s/ CHARLES C. POPE Charles C. Pope |
Chief Financial Officer (Principal Financial Officer) |
December 15, 2006 | ||
/s/ PATRICK J. OMALLEY Patrick J. OMalley |
Sr. Vice President, Corporate Finance and Treasurer (Principal Accounting Officer) |
December 15, 2006 | ||
/s/ WILLIAM W. BRADLEY William W. Bradley |
Director | December 15, 2006 | ||
/s/ FRANK J. BIONDI Frank J. Biondi |
Director | December 15, 2006 |
/s/ JAMES A. DAVIDSON James A. Davidson |
Director | December 15, 2006 | ||
/s/ MICHAEL R. CANNON Michael R. Cannon |
Director | December 15, 2006 | ||
/s/ DONALD E. KIERNAN Donald E. Kiernan |
Director | December 15, 2006 | ||
/s/ STEPHEN J. LUCZO Stephen J. Luczo |
Director | December 15, 2006 | ||
/s/ DAVID F. MARQUARDT David F. Marquardt |
Director | December 15, 2006 | ||
/s/ LYDIA MARSHALL Lydia Marshall |
Director | December 15, 2006 | ||
/s/ C.S. PARK C.S. Park |
Director | December 15, 2006 | ||
/s/ GREGORIO REYES Gregorio Reyes |
Director | December 15, 2006 | ||
/s/ JOHN W. THOMPSON John W. Thompson |
Director | December 15, 2006 |
EXHIBIT INDEX
Exhibit Number |
Exhibit | |
5.1 | Opinion re legality. | |
23.1 | Consent of Counsel (included in Exhibit 5.1 to this Registration Statement). | |
23.2 | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
24.1 | Power of Attorney (included in signature pages to this Registration Statement). | |
99.1 | Seagate Technology 2004 Stock Compensation Plan. |