sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Shares, par value $0.00001
(Title of Class of Securities)
(CUSIP Number)
Dr. C.S. Park, Chief Executive Officer
Maxtor Corporation
500 McCarthy Boulevard,
Milpitas, California 95035
Copies to:
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William O. Sweeney, Esq.
Vice President, General Counsel and Secretary
Maxtor Corporation
500 McCarthy Boulevard
Milpitas, California 95035
(408) 894-5000
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Diane Holt Frankle, Esq.
DLA Piper Rudnick Gray Cary US LLP
2000 University Avenue
East Palo Alto, California 94303
(650) 833-2000 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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NAMES OF REPORTING PERSONS:
Maxtor Corporation |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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77-0123732 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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SOLE VOTING POWER: |
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0 |
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SHARED VOTING POWER: |
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| OWNED BY |
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79,058,058 (1) |
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SOLE DISPOSITIVE POWER: |
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0 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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79,058,058 (1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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16.0% (2) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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(1) 79,058,058 common shares of Seagate Technology (“Seagate”) are subject
to the Voting Agreements between Maxtor Corporation and certain holders of Seagate common shares, as described in Items 3
and 4 below. All of such shares were outstanding on April 11, 2006, the record date for the Seagate Extraordinary General
Meeting of Shareholders to be held on May 17, 2006. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Maxtor Corporation that it is the beneficial owner of any of the Common Shares of Seagate referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any purpose, and such beneficial ownership is expressly disclaimed.
(2) Based upon 492,954,749 Seagate common shares outstanding on April 11, 2006, the record date for the Seagate Extraordinary General Meeting of Shareholders to be held on May 17, 2006 (as represented by Seagate in the joint proxy statement/prospectus filed with the Securities Exchange Commission on April 14, 2006).
(Page 2 of 8 Pages)
TABLE OF CONTENTS
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common shares, par value $0.00001 per share (the
“Seagate Common Shares”), of Seagate Technology, a Cayman Islands corporation (“Seagate” or the
“Issuer”). The principal U.S. executive office of Seagate is located at 920 Disc Drive, Scotts
Valley, California, 95066.
Item 2. Identity and Background
The name of the person filing this statement is Maxtor Corporation, a Delaware corporation
(“Maxtor”). The address of the principal office and principal business of Maxtor is 500 McCarthy
Boulevard, Milpitas, California 95035 and its telephone number at that address is (408) 894-5000.
Maxtor is one of the world’s leading suppliers of information storage solutions. Maxtor has an
expansive line of storage products for desktop computers, near-line storage, high-performance
Intel-based servers and consumer electronics.
(a) – (c) Set forth in Schedule A hereto is (i) the name of each of the executive
officers and directors of Maxtor, (ii) the residence or business address of each of the executive
officers and directors of Maxtor, (iii) present principal occupation or employment, if any, of each
of the executive officers and directors of Maxtor, and the name, principal business and address of
any corporation or other organization in which such employment is conducted, in each case of the
date hereof. The address of the executive offices of Maxtor is the same address as the address of
Maxtor’s principal business.
(d) During the past five years, neither Maxtor nor, to Maxtor’s knowledge, any person named in
Schedule A to this Statement, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither Maxtor nor, to Maxtor’s knowledge, any person named in
Schedule A to this Statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) To the knowledge of Maxtor, the citizenship of each of the individuals set forth on
Schedule A hereto is listed therein.
Item 3. Source and Amount of Funds or Other Consideration
As a condition and an inducement to Maxtor’s willingness to enter into the Merger
Agreement (as described in Item 4 below) certain significant shareholders of Seagate, as well
as Seagate’s directors and certain executive officers (collectively, the “Signatories”) have
entered into voting agreements, each dated as of December 20, 2005 (collectively, the “Voting
Agreements”), with Maxtor whereby such Signatories have agreed to vote with respect to their
Seagate Common Shares, and have appointed Maxtor as such Signatories proxy and
attorney-in-fact to vote their Seagate Common Shares, as described in Item 4 below.
(Page 3 of 8 Pages)
No funds were used and no funds are to be used by Maxtor in entering into the Voting
Agreements and in acquiring the proxies thereunder. The Voting Agreements and proxies were
acquired by Maxtor as part of the package of agreements as described in Item 4 below.
Item 4. Purpose of Transaction
(a) – (b) On December 20, 2005, Maxtor Corporation, a Delaware corporation (“Maxtor”) (the
reporting person in this Schedule 13D), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Seagate Technology, an exempted company incorporated with limited liability under
the laws of the Cayman Islands (“Seagate”), and MD Merger Corporation, a Delaware corporation and a
direct wholly-owned subsidiary of Seagate (“Merger Sub”), by which Seagate has agreed to acquire
Maxtor (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the
effective time of the Merger, each issued and outstanding share of common stock of Maxtor would be
converted into the right to receive 0.37 shares of Seagate common stock. Consummation of the
Merger is subject to several closing conditions, including the adoption of the Merger Agreement by
the stockholders of Maxtor, the approval of the issuance of shares of Seagate common stock in the
Merger by the stockholders of Seagate, and the receipt of antitrust approvals or the expiration of
applicable waiting periods in certain jurisdictions. Upon completion of the Merger, Maxtor’s
former stockholders will own approximately 16% of the then outstanding Seagate Common Shares, based
on the number of shares of Seagate and Maxtor outstanding on April 11, 2006. Seagate’s
shareholders prior to the Merger will continue to own their existing shares, which will not be
affected by the Merger.
Contemporaneously with the execution and delivery of the Merger Agreement and as a condition
to Maxtor entering into the Merger Agreement, certain significant shareholders of Seagate, as well
as Seagate’s directors and certain executive officers entered into voting agreements with Maxtor
(the “Voting Agreements”). As of December 20, 2005, the Seagate shareholders who entered into
these Voting Agreements owned an aggregate of 84,639,937 Seagate common shares, collectively
representing approximately 17% of the Seagate common shares outstanding on that date. As of the
record date of the Seagate Extraordinary General Meeting of Shareholders to be held on May 17,
2006, these Seagate shareholders owned an aggregate of 79,058,058 Seagate common shares,
collectively representing 16.0% of the Seagate common shares outstanding on that date.
The Seagate shareholders who are party to the Voting Agreements have agreed to vote all
Seagate common shares beneficially owned by such shareholders in favor of any proposal to approve
the issuance of Seagate common shares in the manner contemplated by, and subject to and in
accordance with, the terms and conditions set forth in the Merger Agreement at every meeting of
shareholders of Seagate called with respect to such proposal and at every postponement or
adjournment of such meeting of shareholders. These Seagate shareholders have also agreed not to
enter into any agreement or understanding with any person to vote or give instructions in any
manner inconsistent with the terms of such Voting Agreement. The agreement to vote the Seagate
common shares applies to all Seagate common shares owned by
(Page 4 of 8 Pages)
such shareholders as of the record date
for such proposal, regardless of whether a transfer (including an exempt transfer, as described
below) of some or all of such shares occurs after the record date for such proposal.
Pursuant to the Voting Agreements, each of these Seagate shareholders has also appointed
Maxtor as such shareholder’s proxy and attorney-in-fact to vote their Seagate common shares in
favor of any proposal to approve the issuance of Seagate common shares pursuant to the Merger
Agreement. The proxy and power of attorney granted pursuant to each Voting Agreement is
irrevocable during the term of the Voting Agreement and revokes any and all prior proxies granted
by such shareholder. The power of attorney granted by each shareholder is a durable power of
attorney and survives the dissolution, bankruptcy, death or incapacity of such shareholder. The
proxy and power of attorney granted pursuant to each Voting Agreement terminates upon the
termination of the Voting Agreement.
Under the terms of the Voting Agreements, the Seagate shareholders party thereto may not,
directly or indirectly, grant any proxies or enter into any voting trust or other agreement or
arrangement that would transfer, limit or otherwise affect the rights of the shareholder with
respect to the voting of any shares in respect of the proposal to approve the issuance of Seagate
common shares pursuant to the Merger Agreement. Such shareholders have also agreed not to, directly
or indirectly, transfer (other than an exempt transfer, as described below) any Seagate common
shares, or any securities convertible into or exercisable or exchangeable for Seagate common
shares, beneficially owned by such shareholder as of the date of the Voting Agreement or acquired
after the date of the Voting Agreement, or any interest in the foregoing, unless the transferee
executes a counterpart to the Voting Agreement, with such modifications as Maxtor may reasonably
request, and agrees in writing to hold such shares, or any securities convertible into or
exercisable or exchangeable for Seagate common shares, or such interest in the foregoing, subject
to the terms and conditions of the Voting Agreement. The restriction on the transfer of Seagate
common shares does not apply to exempt transfers, which include any (i) transfer or other grant of
an economic or other pecuniary interest in or to the Seagate common shares (pursuant to the grant
of an option, derivative interest or other similar arrangement), provided that the Seagate
shareholder or other transferor retains all voting rights in respect of such Seagate common shares
(which voting rights will remain subject to the voting obligations set forth in the Voting
Agreements), (ii) transfers effected through an open market sale transaction, (iii) transfers made
to an individual or entity in direct contemplation of an open market sale transaction (including a
“block trade” to a broker-dealer or other similar transaction), or (iv) any transfer, other than to
individuals or entities that are affiliates of a party to the Voting Agreement on the date of the
Voting Agreement or the date of transfer, by a shareholder to its stockholders, partners or members
in the form of pro rata dividends or distributions, whether upon liquidation or otherwise, of
Seagate common shares that are immediately tradable in the hands of the transferee in open market
sale transactions.
The Voting Agreements expire upon the earlier of the termination of the Merger Agreement, the
effective time of the Merger, or any modification, waiver or amendment of the Merger Agreement
which results in an increase in the exchange ratio.
(c) Not applicable
(Page 5 of 8 Pages)
(d) Seagate has agreed to increase the size of its board by one member and to appoint Dr. C.S.
Park as a director at the effective time of the Merger. In addition, the board of directors of
Seagate has agreed to give consideration at the first meeting of the Seagate board of directors
following the effective time of the Merger to appointing as a director of Seagate another
individual who served as a director of Maxtor as of the date of the Merger Agreement.
(e) Not applicable.
(f) Not applicable
(g) Not applicable.
(h) – (i) Not applicable.
(j) To Maxtor’s knowledge, other than described above, none.
References to, and summaries or descriptions of, the Merger, the Merger Agreement and the
Voting Agreements set forth herein are qualified in their entirety by reference to the copies of
the Merger Agreement and the form of Voting Agreements included as Exhibits 1 and 2, respectively,
to this statement on Schedule 13D, which are incorporated by reference herein in their entirety
where such references and descriptions appear.
Except as set forth herein or in the exhibits attached hereto, none of the Reporting Persons
has any plans or proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) – (b) As a result of the Voting Agreements, Maxtor may be deemed to be the beneficial
owner of at least 79,058,058 shares of Seagate Common Stock. Such shares constitute approximately
16.0% of the outstanding shares of Seagate Common Stock, based on the outstanding capitalization of
the Seagate as of April 11, 2006, the record date for the Seagate Extraordinary General Meeting of
Shareholders to be held on May 17, 2006, as represented by Seagate in the joint proxy
statement/prospectus filed with the Securities Exchange Commission on April 14, 2006.
Maxtor has the power to vote up to the 79,058,058 Seagate Common Shares for the limited
purposes described above under the Voting Agreements. Maxtor does not have the power to dispose or
to direct the disposition of any such Seagate Common Shares pursuant to the Voting Agreements.
Other than the limited voting rights described in Items 3 and 4 above, Maxtor (i) is not entitled
to any rights as a stockholder of Seagate as to the Common Shares covered by the Voting Agreements
and (ii) disclaims any beneficial ownership of the Seagate Common Shares which are covered by the
Voting Agreements.
To Maxtor’s knowledge, no shares of Seagate Common Stock are beneficially owned by any of the
persons named in Schedule A.
(Page 6 of 8 Pages)
(c) Neither Maxtor nor, to Maxtor’s knowledge, any person named in Schedule A, has
effected any transaction in the Seagate Common Stock during the past 60 days.
(d) To the knowledge of Maxtor, no other persons (other than the Signatories) have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the class of securities reported to this statement on Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Other than the Merger Agreement, the Voting Agreements or as described in the Merger
Agreement, to the knowledge of Maxtor, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any securities of the Seagate, including but not limited to transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits
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| Exhibit 1 |
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Agreement and Plan of Merger, dated as of December 20, 2005, by and among Seagate,
MD Merger Corporation, and Maxtor Corporation (incorporated by reference to Exhibit 2.1
of Maxtor’s Current Report on Form 8-K, filed December 22, 2005) |
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| Exhibit 2 |
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Form of Voting Agreement, dated December 20, 2005, by and among Maxtor Corporation
and the persons listed on Schedule I (incorporated by reference to Exhibit 99.1 of
Maxtor’s Current Report on Form 8-K, filed December 22, 2005) |
(Page 7 of 8 Pages)
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: May 1, 2006
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Maxtor Corporation
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/s/ Duston M. Williams
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Name: |
Duston M. Williams |
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Its: Executive Vice President, Finance and
Chief Financial Officer |
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EXHIBITS
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| Exhibit 1 |
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Agreement and Plan of Merger, dated as of December 20, 2005, by
and among Seagate, MD Merger Corporation, and Maxtor Corporation
(incorporated by reference to Exhibit 2.1 of Maxtor’s Current
Report on Form 8-K, filed December 22, 2005) |
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| Exhibit 2 |
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Form of Voting Agreement, dated December 20, 2005, by and among
Maxtor Corporation and the persons listed on Schedule I
(incorporated by reference to Exhibit 99.1 of Maxtor’s Current
Report on Form 8-K, filed December 22, 2005) |
(Page 8 of 8 Pages)
Schedule A
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| Name |
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Residence or Business Address |
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Present Principal Occupation or Employment |
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Nationality |
Dr. C.S. Park
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c/o Maxtor Corporation
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Chairman and Chief Executive Officer
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USA |
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500 McCarthy Blvd.
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Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Michael J. Wingert
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c/o Maxtor Corporation
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President and Chief Operating Officer
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USA |
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500 McCarthy Blvd.
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Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Duston M. Williams
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c/o Maxtor Corporation
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Executive Vice President, Finance and
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USA |
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500 McCarthy Blvd.
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Chief Financial Officer |
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Milpitas, CA 95035
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Maxtor Corporation |
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Fariba Danesh
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c/o Maxtor Corporation
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Executive Vice President, Operations
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USA |
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500 McCarthy Blvd.
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Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Kurt Richarz
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c/o Maxtor Corporation
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Senior Vice President, Worldwide Sales
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USA |
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500 McCarthy Blvd.
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Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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David L. Beaver
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c/o Maxtor Corporation
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Senior Vice President, Worldwide Materials
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USA |
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500 McCarthy Blvd. |
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and Chief Procurement Officer
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Milpitas, CA 95035
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Maxtor Corporation |
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Residence or Business Address |
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Present Principal Occupation or Employment |
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Nationality |
William Sweeney
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c/o Maxtor Corporation
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Vice President, General Counsel and Secretary
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USA |
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500 McCarthy Blvd.
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Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Kimberly Alexy
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c/o Maxtor Corporation
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Principal Investor
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500 McCarthy Blvd.
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Alexy Capital Management |
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Milpitas, CA 95035
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c/o Maxtor Corporation |
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Richard E. Allen
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c/o Maxtor Corporation
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Self-Employed Consultant
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USA |
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500 McCarthy Blvd.
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c/o Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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Charles M. Boesenberg
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c/o NetIQ Corporation
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Chief Executive Officer and Chairman
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USA |
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3553 N. First Street
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NetIQ Corporation |
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San Jose, CA 95134
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3553 N. First Street |
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San Jose, CA 95134 |
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Michael R. Cannon
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c/o Solectron Corporation
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President, Chief Executive Officer
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USA |
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847 Gibraltar Drive
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Solectron Corporation |
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Milpitas, CA 95035
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847 Gibraltar Drive |
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Milpitas, CA 95035 |
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Charles F. Christ
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c/o Dot Hill Systems Corp.
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Chairman
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USA |
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2200 Faraday Ave., Ste. 100
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Dot Hill Systems Corp. |
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Carlsbad, CA 92008
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2200 Faraday Ave., Ste. 100 |
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Carlsbad, CA 92008 |
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| Name |
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Residence or Business Address |
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Present Principal Occupation or Employment |
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Nationality |
Charles Hill
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c/o Maxtor Corporation
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Senior Research Fellow
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USA |
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500 McCarthy Blvd.
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Hoover Institution |
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Milpitas, CA 95035
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Stanford University |
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Stanford, CA 94305-6010 |
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and |
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Distinguished Fellow in International Studies
and Lecturer |
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Yale University |
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New Haven, CT 06520 |
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Gregory E. Myers
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c/o Maxtor Corporation
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Private Investor
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USA |
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500 McCarthy Blvd.
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c/o Maxtor Corporation |
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Milpitas, CA 95035
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500 McCarthy Blvd. |
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Milpitas, CA 95035 |
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