- Current report filing (8-K)
06 Luglio 2010 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
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
Date of report (date of earliest event reported):
July 3, 2010
SEAGATE TECHNOLOGY
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
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001-31560
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98-0355609
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(State or Other Jurisdiction
of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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P.O. Box 309, Ugland House,
Grand Cayman KY1-1104, Cayman
Islands
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NA
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(Address of Principal Executive Office)
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(Zip Code)
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Registrants telephone number, including area code:
(345) 949-8066
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.
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Entry into a Material Definitive Agreement.
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Supplemental Indenture
On
July 3, 2010, Seagate Technology, an exempted company incorporated with
limited liability under the laws of the Cayman Islands (Seagate-Cayman or the
Registrant) entered into a Supplemental Indenture (the Supplemental
Indenture) with Seagate HDD Cayman (HDD), Seagate Technology public limited company,
an Irish public limited company (Seagate-Ireland), and Wells Fargo Bank,
National Association, as trustee (the Trustee). The Supplemental Indenture
supplemented the Indenture dated May 13, 2010 (the Indenture) among
Seagate-Cayman, HDD and the Trustee whereby HDD issued and Seagate-Cayman fully
and unconditionally guaranteed 6.875% Senior Notes due 2020 (the Notes).
Pursuant
to the Supplemental Indenture, Seagate-Ireland succeeded to, was substituted
for, and assumed all of the obligations of, Seagate-Cayman as guarantor under
the Indenture and the Notes and Seagate-Cayman was released from all
obligations and covenants thereunder, as contemplated under Section 10.05(b) of
the Indenture.
The
description of the Supplemental Indenture contained herein is qualified in its
entirety by reference to the Supplemental Indenture, which is filed herewith as
Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
Assumption of Employee Stock Plans
and Awards
On July 2, 2010, Seagate-Ireland, entered into a Deed
Poll of Assumption relating to employee equity compensation plans of
Seagate-Cayman (the Deed Poll), pursuant to which Seagate-Ireland assumed,
certain equity incentive related plans, sub-plans and agreements, including,
the Seagate Technology 2001 Share
Option Plan, the Amended Seagate Technology 2004 Stock Compensation Plan,
the Seagate Technology Employee Stock
Purchase Plan,
the Maxtor Corporation 2005 Performance Incentive
Plan, the Maxtor Corporation Amended and Restated 1996 Stock Option Plan, and
the Quantum Corporation Supplemental Stock Option Plan
(collectively, the Equity Compensation Plans)
, which provide for the grant or award of stock options, restricted stock
units, restricted stock, performance shares units and other similar forms of
equity awards (collectively, the Awards).
The Deed Poll provides that Seagate-Ireland will undertake and discharge
all of the rights and obligations previously discharged by Seagate-Cayman under
the Equity Compensation Plans and the Awards, and exercise all of the powers
previously exercised by Seagate-Cayman under the Equity Compensation Plans. All
outstanding Seagate-Cayman equity awards issued before July 3, 2010 and
all Awards remain subject to the same terms and conditions as in effect
immediately prior to their assumption by Seagate-Ireland, except that upon the
vesting or exercise of those awards, ordinary shares of Seagate-Ireland shall
be issuable in lieu of Seagate-Cayman common shares. Similarly, ordinary shares
of Seagate-Ireland, rather than common shares of Seagate-Cayman, shall be
issued, held available or used as appropriate to give effect to purchases made
under the Employee Stock Purchase Plan A copy of the Deed Poll is filed
herewith as Exhibit 10.2 and incorporated into this Item 1.01 by
reference, and the foregoing summary of the Deed Poll is qualified in its
entirety by reference to Exhibit 10.2.
Item 2.03.
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
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The information under the heading Supplemental
Indenture in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 2.03 by reference.
Item 3.01.
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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The information under the heading Completion of the
Transaction in Item 8.01 of this Current Report on Form 8-K is
incorporated into this Item 3.01 by reference.
Item 3.03.
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Material Modification to Rights of
Security Holders.
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As of July 3, 2010, in connection with and
effective upon completion of the Transaction (as defined in Item 8.01 below),
the rights of shareholders of Seagate-Ireland will be governed by its amended
and restated memorandum and articles of association and the Irish Companies
Acts 1963-2009 (the Irish Companies Acts). The summary of the material terms
of the amended and restated memorandum and articles of association and the
comparison of the rights of shareholders under those documents and Irish
Companies Acts described under the headings Description of Seagate Technology
plc Share Capital and Comparison of Rights of Shareholders and Powers of the
Board of Directors in Seagate-Caymans Proxy Statement on Schedule 14A filed
with the SEC on March 5, 2010 are incorporated into this Item 3.03 by
reference. A copy of the amended and restated memorandum and articles of
association is filed herewith as Exhibit 3.1 and is incorporated into this
Item 3.03 by reference, and the foregoing information is qualified in its
entirety by reference to Exhibit 3.1.
The information under the heading Completion of the
Transaction in Item 8.01 of this Current Report on Form 8-K is
incorporated into this Item 3.03 by reference.
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Item 5.01.
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Changes in Control of Registrant.
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The information under the heading Completion of the
Transaction in Item 8.01 of this Current Report on Form 8-K is
incorporated into this Item 5.01 by reference.
Item 5.02.
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Departures of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Directors and Officers
As of July 3, 2010, in connection with the
completion of the Transaction, the directors and executive officers of
Seagate-Cayman immediately prior to the completion of the Transaction became
the directors and executive officers of Seagate-Ireland.
Effective as of July 3, 2010, the
directors of
Seagate-Cayman immediately prior to the completion of
the Transaction were removed as directors of Seagate-Cayman and Patrick J.
OMalley and Kenneth M. Massaroni were appointed as directors of Seagate-Cayman.
Seagate-
Irelands directors will be
subject to reelection at the 2010 annual general meeting of Seagate-Ireland. In
addition, as of July 3, 2010, following completion of the Transaction,
Seagate-Ireland replicated the committees that previously were in place for Seagate-Cayman
which include a Compensation Committee, a Nominating and Governance Committee
and an Audit Committee and a Strategic and Financial Transactions Committee.
Employee Stock Plans and Awards
In connection with the Transaction, effective as of July 3,
2010, Seagate-Ireland assumed the Equity Compensation Plans and all outstanding
Awards granted under such Equity Compensation Plans. Certain of the Equity
Compensation Plans, the Seagate
Technology 2001 Share Option Plan, the Amended Seagate Technology 2004 Stock
Compensation Plan, and the Seagate Technology Employee Stock Purchase Plan, were amended by
Seagate-Cayman prior to the Transaction as necessary, appropriate or practical
to (i) give effect to the Transaction; (ii) transfer the responsibility
for maintaining and sponsoring such Equity Compensation Plans to
Seagate-Ireland and to have Seagate-Ireland assume or adopt such Equity
Compensation Plans (provided that certain subsidiaries may continue to sponsor
certain plans); (iii) provide that any references in the Equity
Compensation Plans to the common shares of Seagate-Cayman, including the
issuance, acquisition or purchase thereof, shall be deemed to reference
ordinary shares of Seagate-Ireland on a one-for-one basis and in consideration
of the requirements of the Irish Companies (Amendment) Act of 1983; and (iv) transfer,
adjust or assume all outstanding Awards granted under the Plans to outstanding
rights over ordinary shares of Seagate-Ireland which are exercisable, issuable,
held available, vest and otherwise have the same terms and conditions as under
the applicable Equity Compensation Plan and Award agreement, except the
ordinary shares of Seagate-Ireland shall be issuable or available on a
one-for-one basis (or benefits determined in respect of) instead of common
shares of Seagate-Cayman. A copy of each of the Amended Seagate Technology 2004 Stock Compensation Plan, the
Seagate Technology 2001 Share Option
Plan and the Seagate Technology Employee Stock Purchase Plan Compensation Plan, each as so amended, is
filed herewith as Exhibits 10.3, 10.4 and 10.5, respectively, and incorporated
into this Item 5.02 by reference, and the foregoing summary of the amended
Equity Compensation Plans is qualified in its entirety by reference to Exhibits
10.3, 10.4 and 10.5.
COMPLETION OF THE TRANSACTION
On May 14, 2010, Seagate-Cayman received approval
from the Grand Court of the Cayman Islands of a scheme of arrangement under
Cayman Islands law (the Scheme of Arrangement) and a separate, but
interconnected and interdependent, scheme of arrangement (the Merger Scheme
and together with the Scheme of Arrangement, the Schemes of Arrangement)
that, effective as of the Transaction Time (as defined below) effected a
transaction (the Transaction) that resulted in the common shareholders of
Seagate-Cayman becoming ordinary shareholders of Seagate-Ireland and
Seagate-Cayman becoming a wholly owned subsidiary of Seagate-Ireland. The court order sanctioning the Schemes of
Arrangement was filed with the Cayman Islands Registrar of Companies on May 18,
2010 and the Schemes of Arrangement became effective on July 3, 2010.
At 1:30 p.m., Pacific Time, on July 3, 2010 (the Transaction
Time), the following steps occurred effectively simultaneously:
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all issued and outstanding Seagate-Cayman common shares were cancelled and
ceased to exist;
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·
Seagate-Ireland issued ordinary shares on a one-for-one basis to the
holders of Seagate-Cayman common shares for each Seagate-Cayman common share
that was cancelled;
·
in consideration for the issuance by Seagate-Ireland of its ordinary shares
to the Seagate-Cayman common shareholders as set forth in the second bullet
above, Seagate-Cayman allotted and issued a number of fully-paid Seagate-Cayman
common shares to Seagate-Ireland equal to the number of Seagate-Irelands
ordinary shares issued to the holders of Seagate-Cayman common shares that were
cancelled as set forth in the first bullet above; and
·
pursuant to the Merger Scheme, Seagate-Cayman merged with merger sub,
Seagate-Cayman survived the merger, merger sub was dissolved and ceased to
exist and Seagate-Cayman became a direct, wholly-owned subsidiary of
Seagate-Ireland, the resulting publicly traded parent of the Seagate group of
companies.
Prior to the Transaction, Seagate-Cayman common shares
were listed on the NASDAQ Global Select Market (NASDAQ) under the symbol STX
and registered under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act). In connection with the Transaction,
Seagate-Cayman requested that NASDAQ file with the SEC an application on Form 25
to delist the Seagate-Cayman common shares from NASDAQ and from registration
under Section 12(b) of the Exchange Act, which was filed on July 2,
2010. Seagate-Cayman expects to file a Form 15 with the SEC to terminate
the registration of the Seagate-Cayman common shares under the Section 12(g)
of the Exchange Act and to suspend its duty under Section 15(d) of
the Exchange Act to file reports required by the Exchange Act with respect to
the Seagate-Cayman common shares.
Seagate-Irelands ordinary shares are deemed
registered under Section 12(b) of the Exchange Act pursuant to Rule 12g-3(a)
under the Exchange Act. The issuance of ordinary shares by Seagate-Ireland in
the Transaction was exempt from registration under the Securities Act of 1933,
as amended (the Securities Act), under Section 3(a)(10) of the
Securities Act. Seagate-Irelands ordinary shares began trading on NASDAQ under
the symbol STX, the same symbol under which the Seagate-Cayman common shares
previously traded, on July 6, 2010. The CUSIP number for Seagate-Irelands
ordinary shares is G7945M 107.
Under Irish law, Seagate-Ireland requires distributable
reserves in its unconsolidated balance sheet prepared in accordance with the
Irish Companies Acts to enable it to make distributions (including the payment
of cash dividends) to its shareholders, or to redeem or buy back shares.
Immediately following implementation of the Transaction, the unconsolidated
balance sheet of Seagate-Ireland did not contain any distributable reserves. Seagate-Ireland
is seeking to create distributable reserves, which requires the approval of the
Irish High Court. Such approval is expected to be obtained within three to four
weeks of the Transaction Time.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are attached to this Current Report on Form 8-K:
Exhibit No.
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Description
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10.1
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Supplemental
Indenture, dated as of July 3, 2010, among Seagate HDD Cayman, as
issuer, Seagate Technology, as original guarantor, Seagate Technology plc, as
successor guarantor, and Wells Fargo Bank, National Association, as trustee,
amending and supplementing the Indenture, dated as of May 13, 2010,
among Seagate HDD Cayman, as issuer, Seagate Technology, as guarantor, and
Wells Fargo Bank, National Association, as trustee.
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10.2
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Deed
Poll of Assumption by Seagate Technology public limited company, dated July 2,
2010
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10.3
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Amended Seagate Technology
public limited company 2004 Stock Compensation Plan
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10.4
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Seagate
Technology public limited company 2001 Share Option Plan
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10.5
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Seagate Technology public limited
company Employee Stock Purchase Plan
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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, thereto
duly authorized.
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SEAGATE
TECHNOLOGY
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By:
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/s/
PATRICK J. OMALLEY
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Name:
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Patrick
J. OMalley
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Title:
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Executive
Vice President and Chief Financial Officer
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Date:
July 6, 2010
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