As filed with the Securities and Exchange Commission on December 10, 2002
Registration No. 333-100513
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SEAGATE TECHNOLOGY HOLDINGS
(Exact name of registrant as specified in its charter)
| Cayman Islands |
3572 |
98-0232277 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification
No.) |
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
(345) 949-8066
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
CT Corporation System
818 West Seventh Street, Suite 200
Los Angeles, California 90017
(800) 888-9207
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With copies to:
| William H. Hinman, Jr. Simpson
Thacher & Bartlett 3330 Hillview Avenue Palo Alto,
California 94304 (650) 251-5000 |
William L. Hudson Executive Vice
President, General Counsel 920 Disc Drive P.O. Box
66360 Scotts Valley, California 95067 (831)
438-6550 |
Larry W. Sonsini David J.
Segre Jose F. Macias Wilson Sonsini
Goodrich & Rosati Professional Corporation 650
Page Mill Road Palo Alto, California 94304 (650)
493-9300 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, check the following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨ ____________
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨ ____________
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ¨
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The purpose of this Amendment No. 7 is solely to file an exhibit to the Registration Statement that was previously omitted. No changes have been made to Part I of the Registration Statement.
Accordingly, Part I is not being filed herewith. Part II is being filed in its entirety, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance
and Distribution
The following table sets forth the various expenses expected to be incurred by
the registrant in connection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions. Pursuant to an agreement with the underwriters, the registrant will be reimbursed for some of
its expenses incurred in the offering. All amounts are estimated, except the Securities and Exchange Commission registration fee and the New York Stock Exchange listing fee.
| Securities and Exchange Commission registration fee |
$ |
115,057.50 | |
| National Association of Securities Dealers, Inc. filing fee |
|
30,500.00 | |
| New York Stock Exchange listing fee |
|
250,000.00 | |
| Blue sky fees and expenses |
|
5,000.00 | |
| Accounting fees and expenses |
|
1,300,000.00 | |
| Legal fees and expenses |
|
2,000,000.00 | |
| Printing and engraving expenses |
|
1,200,000.00 | |
| Registrar and transfer agent fees and expenses |
|
1,250.00 | |
| Miscellaneous fees and expenses |
|
98,192.50 | |
| |
| ||
| Total |
$ |
5,000,000.00 | |
| |
|
Item 14. Indemnification of Directors and
Officers
The articles of association of the registrant provide for the indemnification of its
directors and officers. Specifically, under the indemnification provisions, the registrant will indemnify its directors and officers against liabilities that are incurred by the directors or officers while carrying out the affairs of the company or
discharging the duties of their respective offices. The directors and officers, however, will not be entitled to the indemnification if they incurred the liabilities through their own willful neglect or default.
The board resolutions of the registrant provide for the indemnification of its directors and officers against any claims arising out of or
relating to the preparation, filing and distribution of this registration statement or the prospectus contained in this registration statement. The resolutions expressly authorize the registrant to indemnify its directors and officers to the fullest
extent permitted by law.
The registrant is an exempted company with limited liability incorporated in the Cayman
Islands. As such, it is subject to and governed by the laws of the Cayman Islands with respect to the indemnification provisions. Although The Companies Law (2002 Revision) of the Cayman Islands does not specifically restrict a Cayman Islands
company’s ability to indemnify its directors or officers, it does not expressly provide for such indemnification either. Certain Commonwealth case law (which is likely to be persuasive in the Cayman Islands), however, indicate that the
indemnification is generally permissible, unless there had been fraud, willful default or reckless disregard on the part of the director or officer in question.
The registrant has entered into indemnification agreements with its directors and officers, whereby the registrant agreed to indemnify its directors and officers to the fullest extent permitted by law,
including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer,
employee or agent of the registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the registrant. At present, there is
no pending litigation or proceeding involving a director or officer of the registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.
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The registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising
under the Securities Act of 1933 and the Securities Exchange Act of 1934 that might be incurred by any director or officer in his capacity as such.
The underwriters are obligated, under certain circumstances, pursuant to the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify the registrant, the selling shareholder, the
directors, certain officers and controlling persons of the registrant against liabilities under the Securities Act of 1933, as amended.
Item 15. Recent Sales of Unregistered Securities
In the three years prior to the filing of this registration statement, the registrant issued the following unregistered securities:
1. |
On November 22, 2000, Seagate Technology International, a subsidiary of the registrant, sold $210 million aggregate principal amount of its 12½%
senior subordinated notes due 2007 to Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. in a private placement conducted pursuant to Section 4(2) of the Securities Act. The registrant and
certain subsidiaries of the registrant’s parent, New SAC, jointly and severally guaranteed the notes on an unsecured senior subordinated basis. On April 20, 2001, Seagate Technology International and the guarantors of the notes filed with the
SEC a registration statement on Form S-4 relating to (i) the registration of Seagate Technology International’s 12½% senior subordinated notes due 2007 and (ii) Seagate Technology International’s offer to exchange the registered
notes for the privately placed notes. On April 27, 2001, Seagate Technology International and the guarantors filed with the SEC amendment no. 1 to the registration statement. On March 28, 2002, Seagate Technology International and the guarantors
withdrew such registration statement. On May 13, 2002, Seagate Technology International repurchased all of the outstanding privately placed notes from the holders thereof. As a result of this repurchase, the guarantee obligations of the registrant
and the other guarantors under the indenture that governed the notes were discharged and extinguished. |
2. |
On May 13, 2002, Seagate Technology HDD Holdings, a subsidiary of the registrant, sold $400 million aggregate principal amount of its 8% senior notes due 2009
to Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. in a private placement conducted pursuant to
Section 4(2) of the Securities Act. The registrant guaranteed the notes on a senior unsecured basis. On May 16, 2002, Seagate Technology HDD Holdings and the registrant filed with the SEC a registration statement on Form S-4 relating to (i) the
registration of Seagate Technology HDD Holdings’ 8% senior notes due 2009 and (ii) Seagate Technology HDD Holdings’ offer to exchange the registered notes for the privately placed notes. Seagate Technology HDD Holdings and the registrant
filed with the SEC amendment no. 1 thereto on July 5, 2002, amendment no. 2 thereto on August 2, 2002, amendment no. 3 thereto on September 9, 2002, amendment no. 4 thereto on September 27, 2002, amendment no. 5 thereto on October 11, 2002,
amendment no. 6 thereto on November 8, 2002, amendment no. 7 thereto on November 18, 2002, amendment no. 8 thereto on November 27, 2002 and amendment no. 9 thereto on December 6, 2002. Neither Seagate Technology HDD Holdings nor the registrant will
receive any proceeds from the exchange offer. |
3. |
As of September 27, 2002, 74,251,969 common shares are subject to outstanding options granted under the registrant’s 2001 share option plan, consisting of:
|
· |
options to purchase 60,437,670 common shares at an exercise price of $2.30 per share, of which 2,470,017 shares have been exercised;
|
· |
options to purchase 9,613,240 common shares at an exercise price of $5.00 per share, none of which have been exercised; and |
· |
options to purchase 4,201,059 common shares at an exercise price of $10.00 per share, none of which have been exercised. |
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The issuance of the common shares under such plan was deemed to be exempt from
registration under the Securities Act by virtue of Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to compensation benefit plans and contracts relating to compensation.
4. |
Upon the incorporation of the registrant on August 10, 2000, two subscriber shares were issued to the incorporators. On October 23, 2000, both of these shares
were transferred to the registrant’s parent company, New SAC. At the same time, an additional 998 common shares were issued to New SAC for $1,996. On November 22, 2000, New SAC subscribed for another 1,000 common shares for $662,404,742. On May
30, 2001, the registrant issued another 2,000 common shares to New SAC for $2,000. On May 31, 2001, in connection with the registrant’s recapitalization, the 4,000 common shares held by New SAC were divided into 400,000,000 shares and
redesignated as the registrant’s Series A preferred shares. These issuances to New SAC were made in reliance upon Section 4(2) of the Securities Act as transactions not involving a public offering. |
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are being filed with this registration statement pursuant to Item 601 of Regulation S-K.
| Exhibit Number |
Description | |
| 1.1† |
Form of Underwriting Agreement | |
| 2.1 |
Stock Purchase Agreement, dated as of March 29, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc. and Seagate Software
Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.2 |
Agreement and Plan of Merger and Reorganization, dated as of March 29, 2000, by and among VERITAS Software Corporation, Victory Merger Sub, Inc. and Seagate
Technology, Inc. (incorporated by reference to Exhibit 2.2 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.3 |
Indemnification Agreement, dated as of March 29, 2000, by and among VERITAS Software Corporation, Seagate Technology, Inc. and Suez Acquisition Company
(Cayman) Limited (incorporated by reference to Exhibit 2.3 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.4 |
Joinder Agreement to the Indemnification Agreement, dated as of November 22, 2000, by and among VERITAS Software Corporation, Seagate Technology, Inc. and
the SAC Indemnitors listed therein (incorporated by reference to Exhibit 2.4 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.5 |
Consolidated Amendment to Stock Purchase Agreement, Agreement and Plan of Merger and Reorganization, and Indemnification Agreement, and Consent, dated as of
August 29, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc., Seagate Software Holdings, Inc., VERITAS Software Corporation and Victory Merger Sub, Inc. (incorporated by reference to Exhibit 2.5 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.6 |
Consolidated Amendment No. 2 to Stock Purchase Agreement, Agreement and Plan of Merger and Reorganization, and Indemnification Agreement, and Consent, dated
as of October 18, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc., Seagate Software Holdings, Inc., VERITAS Software Corporation and Victory Merger Sub, Inc. (incorporated by reference to Exhibit 2.6 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) |
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| Exhibit Number |
Description | |
| 2.7 |
Letter Agreement, dated as of March 29, 2000, by and between VERITAS Software Corporation and Suez Acquisition Company (Cayman) Limited (incorporated by
reference to Exhibit 2.7 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.8 |
Stock Purchase Agreement, dated as of October 28, 2002, by and among Oak Investment Partners X, Limited Partnership, Oak X Affiliates Fund, L.P., Oak
Investment Partners IX, Limited Partnership, Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P., Seagate Technology Holdings, Seagate Technology SAN Holdings and XIOtech Corporation (incorporated by reference to Exhibit 2.8 to
amendment no. 6 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 8, 2002) | |
| 2.9 |
Amendment No. 1, dated as of October 31, 2002, to the Stock Purchase Agreement, dated as of October 28, 2002, by and among Oak Investment Partners X,
Limited Partnership, Oak X Affiliates Fund, L.P., Oak Investment Partners IX, Limited Partnership, Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P., Seagate Technology Holdings, Seagate Technology SAN Holdings and XIOtech Corporation
(incorporated by reference to Exhibit 2.9 to amendment no. 6 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 8, 2002) | |
| 3.1† |
Form of Second Amended and Restated Memorandum of Association of Seagate Technology (formerly known as Seagate Technology Holdings) | |
| 3.2† |
Form of Second Amended and Restated Articles of Association of Seagate Technology (formerly known as Seagate Technology Holdings) | |
| 4.1 |
Form of 8% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388)
filed with the SEC on May 16, 2002) | |
| 4.2 |
Indenture, dated as of May 13, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings and U.S. Bank, N.A. (incorporated by reference
to Exhibit 4.2 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 4.3 |
Registration Rights Agreement, dated as of May 13, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings, Morgan Stanley &
Co. Incorporated, J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. (incorporated by reference to Exhibit 4.3 to the registrant’s
registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 4.4† |
Specimen Common Share Certificate | |
| 4.5† |
Form of Shareholders Agreement by and among Seagate Technology Holdings, New SAC, Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors
Cayman, L.P., Silver Lake Partners Cayman, L.P., SAC Investments, L.P., August Capital III, L.P., J.P. Morgan Partners, L.L.C., GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman Sachs & Co. Verwaltungs GmbH, Stone
Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P., Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC, Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P., and the Shareholders
listed on the signature pages thereto | |
| 5.1 |
Legal Opinion of Maples and Calder | |
| 10.1 |
Credit Agreement, dated as of May 13, 2002, by and among Seagate Technology Holdings, Seagate Technology HDD Holdings, Seagate Technology (US) Holdings,
Inc., the Lenders party thereto, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as joint bookrunner and co-lead arranger, Morgan Stanley Senior Funding, Inc., as syndication agent, joint bookrunner and co-lead arranger,
Citicorp USA, Inc., as documentation agent, Merrill Lynch Capital Corporation, as documentation agent, and Credit Suisse First Boston, as documentation agent (incorporated by reference to Exhibit 10.1 to the registrant’s registration statement
on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) |
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| Exhibit Number |
Description | |
| 10.2(a) |
Form of Employment Agreement by and between Seagate Technology (US) Holdings, Inc. and the Executive listed therein (incorporated by reference to Exhibit
10.2(a) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.2(b) |
Employment Agreement, dated as of February 2, 2001, by and between Seagate Technology (US) Holdings, Inc. and Stephen J. Luczo (incorporated by reference to
Exhibit 10.2(b) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.2(c) |
Employment Agreement, dated as of February 2, 2001, by and between Seagate Technology (US) Holdings, Inc. and William D. Watkins (incorporated by reference
to Exhibit 10.2(c) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.3(a) |
Form of Management Retention Agreement by and between the Employee listed therein and Seagate Technology, Inc. (incorporated by reference to Exhibit 10.3(a)
to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.3(b) |
Management Retention Agreement, dated November 1998, by and between Seagate Technology, Inc. and Stephen J. Luczo (incorporated by reference to Exhibit
10.3(b) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.4 |
Management Participation Agreement, dated as of March 29, 2000, by and among Seagate Technology, Inc., Suez Acquisition Company (Cayman) Limited and the
Senior Managers party thereto (incorporated by reference to Exhibit 10.4 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.5 |
Form of Rollover Agreement, dated as of November 13, 2000, by and among New SAC, Seagate Technology HDD Holdings and the Senior Manager listed therein
(incorporated by reference to Exhibit 10.5 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.6 |
Seagate Technology HDD Holdings Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the registrant’s registration statement on Form
S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.7(a) |
New SAC 2000 Restricted Share Plan (incorporated by reference to Exhibit 10.7(a) to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on May 16, 2002) | |
| 10.7(b) |
Form of New SAC 2000 Restricted Share Agreement (incorporated by reference to Exhibit 10.7(b) to the registrant’s registration statement on Form S-4
(reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(a) |
New SAC 2001 Restricted Share Plan (incorporated by reference to Exhibit 10.8(a) to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(b) |
Form of New SAC 2001 Restricted Share Agreement (Tier 1 Senior Managers) (incorporated by reference to Exhibit 10.8(b) to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(c) |
Form of New SAC 2001 Restricted Share Agreement (Other Employees) (incorporated by reference to Exhibit 10.8(c) to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.9 |
Seagate Technology Holdings 2001 Share Option Plan (incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form S-4
(reg. no. 333-88388) filed with the SEC on May 16, 2002) |
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| Exhibit Number |
Description | |
| 10.10 |
Shareholders Agreement, dated as of November 22, 2000, by and among New SAC, Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman,
L.P., Silver Lake Partners Cayman, L.P., SAC Investments, L.P., August Capital III, L.P., Chase Equity Associates, L.P., GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone
Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P., Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC, Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. and the individuals
listed therein (incorporated by reference to Exhibit 10.10 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.11 |
Management Shareholders Agreement, dated as of November 22, 2000, by and among New SAC and the Management Shareholders listed therein (incorporated by
reference to Exhibit 10.11 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.12 |
Disc Drive Research and Development Cost Sharing Agreement, dated as of June 29, 1996, by and among Seagate Technology, Inc., Seagate Technology
International, Seagate Technology (Ireland), Seagate Technology (Clonmel), Seagate Technology International (Wuxi) Co., Ltd., Seagate Microelectronics Limited and Seagate Peripherals, Inc. (incorporated by reference to Exhibit 10.12 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.13 |
World-Wide Services Agreement, dated as of July 1, 1993, by and among Seagate Technology, Inc. and Seagate Technology International (incorporated by
reference to Exhibit 10.13 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.14 |
Promissory Note, dated as of May 8, 1998, by and between Seagate Technology, Inc., as lender, and David Wickersham, as borrower (incorporated by reference to
Exhibit 10.14 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.15 |
Promissory Note, dated as of October 10, 2000, by and between Seagate Technology LLC, as lender, and Brian Dexheimer, as borrower (incorporated by reference
to Exhibit 10.15 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.16 |
Promissory Note, dated as of February 16, 2001, by and between Seagate Technology LLC, as lender, and Jeremy Tennenbaum, as borrower (incorporated by
reference to Exhibit 10.16 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.17 |
Purchase Agreement, dated as of May 3, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings and Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. and the other initial purchasers named therein (incorporated by reference to Exhibit 1.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on
May 16, 2002) | |
| 10.18 |
Form of Indemnification Agreement between Seagate Technology Holdings and the director or officer named therein (incorporated by reference to Exhibit 10.17
to amendment no. 1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on July 5, 2002) | |
| 10.19† |
Reimbursement Agreement, dated as of July 1, 2002, by and among New SAC and its subsidiaries party thereto | |
| 10.20 |
Promissory Note, dated as of October 10, 2000, by and between Seagate Technology LLC, as lender, and Patrick J. O’Malley III and Patricia A.
O’Malley, as borrowers (incorporated by reference to Exhibit 10.19 to amendment no. 7 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 18, 2002) |
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| Exhibit Number |
Description | |
| 10.21 |
Amendment No. 1, dated as of December 5, 2002, to the Credit Agreement, dated as of May 13, 2002, by and among Seagate Technology Holdings, Seagate
Technology HDD Holdings, Seagate Technology (US) Holdings, Inc., the Lenders party thereto and JPMorgan Chase Bank, as administrative agent (incorporated by reference to Exhibit 10.20 to amendment no. 9 to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on December 6, 2002) | |
| 21.1 |
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to amendment no. 7 to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on November 18, 2002) | |
| 23.1† |
Consent of Ernst & Young LLP, independent auditors | |
| 23.2† |
Consent of Maples and Calder (included in Exhibit 5.1) | |
| 23.3† |
Consent of Simpson Thacher & Bartlett | |
| 24.1† |
Powers of Attorney | |
| 24.2† |
Power of Attorney of Edward J. Zander | |
| 99.1 |
Consent of IDC (incorporated by reference to Exhibit 99.3 to amendment no. 6 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388)
filed with the SEC on November 8, 2002) |
† |
Previously filed. |
Item
17. Undertakings
The undersigned registrant hereby undertakes to
provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, 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
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the following registrant has duly caused this Amendment No. 7 to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Scotts Valley, state of California, on the 10th day of December, 2002.
| SEAGATE TECHNOLOGY HOLDINGS | ||
| By: |
* | |
| Name: Stephen J. Luczo Title: Chief Executive
Officer | ||
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 7 to the registration statement has been signed by the following persons in the capacities indicated below on December 10, 2002.
| Signature |
Title and Capacity | |
| * Stephen J. Luczo |
Chief Executive Officer and Director (Principal Executive Officer) | |
| * Charles C. Pope |
Chief Financial Officer (Principal Financial Officer) | |
| * Glen A. Peterson |
Treasurer (Principal Accounting Officer) | |
| * David J. Roux |
Director | |
| * David Bonderman |
Director | |
| * James G. Coulter |
Director | |
| * |
Director | |
| James A. Davidson |
||
| * Glenn H. Hutchins |
Director | |
| * David F. Marquardt |
Director | |
| * John W. Thompson |
Director | |
| * William D. Watkins |
Director | |
| * Edward J. Zander |
Director |
II-8
| Signature |
Title and Capacity | |
| * Stephen J. Luczo, on behalf of Seagate Technology (US) Holdings, Inc. |
Seagate Technology (US) Holdings, Inc. (Authorized U.S. Representative) |
| *By: |
/S/ WILLIAM L.
HUDSON | |
| William L. Hudson Attorney-in-fact |
II-9
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 1.1† |
Form of Underwriting Agreement | |
| 2.1 |
Stock Purchase Agreement, dated as of March 29, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc. and Seagate Software
Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.2 |
Agreement and Plan of Merger and Reorganization, dated as of March 29, 2000, by and among VERITAS Software Corporation, Victory Merger Sub, Inc. and Seagate
Technology, Inc. (incorporated by reference to Exhibit 2.2 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.3 |
Indemnification Agreement, dated as of March 29, 2000, by and among VERITAS Software Corporation, Seagate Technology, Inc. and Suez Acquisition Company
(Cayman) Limited (incorporated by reference to Exhibit 2.3 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.4 |
Joinder Agreement to the Indemnification Agreement, dated as of November 22, 2000, by and among VERITAS Software Corporation, Seagate Technology, Inc. and
the SAC Indemnitors listed therein (incorporated by reference to Exhibit 2.4 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.5 |
Consolidated Amendment to Stock Purchase Agreement, Agreement and Plan of Merger and Reorganization, and Indemnification Agreement, and Consent, dated as of
August 29, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc., Seagate Software Holdings, Inc., VERITAS Software Corporation and Victory Merger Sub, Inc. (incorporated by reference to Exhibit 2.5 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.6 |
Consolidated Amendment No. 2 to Stock Purchase Agreement, Agreement and Plan of Merger and Reorganization, and Indemnification Agreement, and Consent, dated
as of October 18, 2000, by and among Suez Acquisition Company (Cayman) Limited, Seagate Technology, Inc., Seagate Software Holdings, Inc., VERITAS Software Corporation and Victory Merger Sub, Inc. (incorporated by reference to Exhibit 2.6 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.7 |
Letter Agreement, dated as of March 29, 2000, by and between VERITAS Software Corporation and Suez Acquisition Company (Cayman) Limited (incorporated by
reference to Exhibit 2.7 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 2.8 |
Stock Purchase Agreement, dated as of October 28, 2002, by and among Oak Investment Partners X, Limited Partnership, Oak X Affiliates Fund, L.P., Oak
Investment Partners IX, Limited Partnership, Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P., Seagate Technology Holdings, Seagate Technology SAN Holdings and XIOtech Corporation (incorporated by reference to Exhibit 2.8 to amendment
no. 6 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 8, 2002) | |
| 2.9 |
Amendment No. 1, dated as of October 31, 2002, to the Stock Purchase Agreement, dated as of October 28, 2002, by and among Oak Investment Partners X, Limited
Partnership, Oak X Affiliates Fund, L.P., Oak Investment Partners IX, Limited Partnership, Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P., Seagate Technology Holdings, Seagate Technology SAN Holdings and XIOtech Corporation
(incorporated by reference to Exhibit 2.9 to amendment no. 6 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 8, 2002) | |
| 3.1† |
Form of Second Amended and Restated Memorandum of Association of Seagate Technology (formerly known as Seagate Technology Holdings) |
| Exhibit Number |
Description | |
| 3.2† |
Form of Second Amended and Restated Articles of Association of Seagate Technology (formerly known as Seagate Technology Holdings) | |
| 4.1 |
Form of 8% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388)
filed with the SEC on May 16, 2002) | |
| 4.2 |
Indenture, dated as of May 13, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings and U.S. Bank, N.A. (incorporated by reference
to Exhibit 4.2 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 4.3 |
Registration Rights Agreement, dated as of May 13, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings, Morgan Stanley &
Co. Incorporated, J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. (incorporated by reference to Exhibit 4.3 to the registrant’s
registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 4.4† |
Specimen Common Share Certificate | |
| 4.5† |
Form of Shareholders Agreement by and among Seagate Technology Holdings, New SAC, Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors
Cayman, L.P., Silver Lake Partners Cayman, L.P., SAC Investments, L.P., August Capital III, L.P., J.P. Morgan Partners, L.L.C., GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman Sachs & Co. Verwaltungs GmbH, Stone
Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P., Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC, Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P., and the Shareholders
listed on the signature pages thereto | |
| 5.1 |
Legal Opinion of Maples and Calder | |
| 10.1 |
Credit Agreement, dated as of May 13, 2002, by and among Seagate Technology Holdings, Seagate Technology HDD Holdings, Seagate Technology (US) Holdings,
Inc., the Lenders party thereto, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as joint bookrunner and co-lead arranger, Morgan Stanley Senior Funding, Inc., as syndication agent, joint bookrunner and co-lead arranger,
Citicorp USA, Inc., as documentation agent, Merrill Lynch Capital Corporation, as documentation agent, and Credit Suisse First Boston, as documentation agent (incorporated by reference to Exhibit 10.1 to the registrant’s registration statement
on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.2(a) |
Form of Employment Agreement by and between Seagate Technology (US) Holdings, Inc. and the Executive listed therein (incorporated by reference to Exhibit
10.2(a) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.2(b) |
Employment Agreement, dated as of February 2, 2001, by and between Seagate Technology (US) Holdings, Inc. and Stephen J. Luczo (incorporated by reference to
Exhibit 10.2(b) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.2(c) |
Employment Agreement, dated as of February 2, 2001, by and between Seagate Technology (US) Holdings, Inc. and William D. Watkins (incorporated by reference
to Exhibit 10.2(c) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.3(a) |
Form of Management Retention Agreement by and between the Employee listed therein and Seagate Technology, Inc. (incorporated by reference to Exhibit 10.3(a)
to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.3(b) |
Management Retention Agreement, dated November 1998, by and between Seagate Technology, Inc. and Stephen J. Luczo (incorporated by reference to Exhibit
10.3(b) to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) |
| Exhibit Number |
Description | |
| 10.4 |
Management Participation Agreement, dated as of March 29, 2000, by and among Seagate Technology, Inc., Suez Acquisition Company (Cayman) Limited and the
Senior Managers party thereto (incorporated by reference to Exhibit 10.4 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.5 |
Form of Rollover Agreement, dated as of November 13, 2000, by and among New SAC, Seagate Technology HDD Holdings and the Senior Manager listed therein
(incorporated by reference to Exhibit 10.5 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.6 |
Seagate Technology HDD Holdings Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the registrant’s registration statement on Form
S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.7(a) |
New SAC 2000 Restricted Share Plan (incorporated by reference to Exhibit 10.7(a) to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on May 16, 2002) | |
| 10.7(b) |
Form of New SAC 2000 Restricted Share Agreement (incorporated by reference to Exhibit 10.7(b) to the registrant’s registration statement on Form S-4
(reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(a) |
New SAC 2001 Restricted Share Plan (incorporated by reference to Exhibit 10.8(a) to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(b) |
Form of New SAC 2001 Restricted Share Agreement (Tier 1 Senior Managers) (incorporated by reference to Exhibit 10.8(b) to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.8(c) |
Form of New SAC 2001 Restricted Share Agreement (Other Employees) (incorporated by reference to Exhibit 10.8(c) to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.9 |
Seagate Technology Holdings 2001 Share Option Plan (incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form S-4
(reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.10 |
Shareholders Agreement, dated as of November 22, 2000, by and among New SAC, Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman,
L.P., Silver Lake Partners Cayman, L.P., SAC Investments, L.P., August Capital III, L.P., Chase Equity Associates, L.P., GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone
Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P., Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC, Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. and the individuals
listed therein (incorporated by reference to Exhibit 10.10 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.11 |
Management Shareholders Agreement, dated as of November 22, 2000, by and among New SAC and the Management Shareholders listed therein (incorporated by
reference to Exhibit 10.11 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.12 |
Disc Drive Research and Development Cost Sharing Agreement, dated as of June 29, 1996, by and among Seagate Technology, Inc., Seagate Technology
International, Seagate Technology (Ireland), Seagate Technology (Clonmel), Seagate Technology International (Wuxi) Co., Ltd., Seagate Microelectronics Limited and Seagate Peripherals, Inc. (incorporated by reference to Exhibit 10.12 to the
registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) |
| Exhibit Number |
Description | |
| 10.13 |
World-Wide Services Agreement, dated as of July 1, 1993, by and among Seagate Technology, Inc. and Seagate Technology International (incorporated by
reference to Exhibit 10.13 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.14 |
Promissory Note, dated as of May 8, 1998, by and between Seagate Technology, Inc., as lender, and David Wickersham, as borrower (incorporated by reference to
Exhibit 10.14 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.15 |
Promissory Note, dated as of October 10, 2000, by and between Seagate Technology LLC, as lender, and Brian Dexheimer, as borrower (incorporated by reference
to Exhibit 10.15 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.16 |
Promissory Note, dated as of February 16, 2001, by and between Seagate Technology LLC, as lender, and Jeremy Tennenbaum, as borrower (incorporated by
reference to Exhibit 10.16 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16, 2002) | |
| 10.17 |
Purchase Agreement, dated as of May 3, 2002, by and among Seagate Technology HDD Holdings, Seagate Technology Holdings and Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. and the other initial purchasers named therein (incorporated by reference to Exhibit 1.1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on May 16,
2002) | |
| 10.18 |
Form of Indemnification Agreement between Seagate Technology Holdings and the director or officer named therein (incorporated by reference to Exhibit 10.17
to amendment no. 1 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on July 5, 2002) | |
| 10.19† |
Reimbursement Agreement, dated as of July 1, 2002, by and among New SAC and its subsidiaries party thereto | |
| 10.20 |
Promissory Note, dated as of October 10, 2000, by and between Seagate Technology LLC, as lender, and Patrick J. O’Malley III and Patricia A.
O’Malley, as borrowers (incorporated by reference to Exhibit 10.19 to amendment no. 7 to the registrant’s registration statement on Form S-4 (reg. no. 333-88388) filed with the SEC on November 18, 2002) | |
| 10.21 |
Amendment No. 1, dated as of December 5, 2002, to the Credit Agreement, dated as of May 13, 2002, by and among Seagate Technology Holdings, Seagate
Technology HDD Holdings, Seagate Technology (US) Holdings, Inc., the Lenders party thereto and JPMorgan Chase Bank, as administrative agent (incorporated by reference to Exhibit 10.20 to amendment no. 9 to the registrant’s registration
statement on Form S-4 (reg. no. 333-88388) filed with the SEC on December 6, 2002) | |
| 21.1 |
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to amendment no. 7 to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on November 18, 2002) | |
| 23.1† |
Consent of Ernst & Young LLP, independent auditors | |
| 23.2† |
Consent of Maples and Calder (included in Exhibit 5.1) | |
| 23.3† |
Consent of Simpson Thacher & Bartlett | |
| 24.1† |
Powers of Attorney | |
| 24.2† |
Power of Attorney of Edward J. Zander | |
| 99.1 |
Consent of IDC (incorporated by reference to Exhibit 99.3 to amendment no. 6 to the registrant’s registration statement on Form S-4 (reg. no.
333-88388) filed with the SEC on November 8, 2002) |
† |
Previously filed. |