Current Report
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): April 16, 2009
SEAGATE TECHNOLOGY
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-31560 | 98-0355609 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands |
NA | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code: (345) 949-8066
NA
(Former Name or Former Address, if Changed Since Last Report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On April 16, 2009, Seagate Technology (or the “Company”) issued a press release announcing the pricing of its offering of $430 million of Senior Secured Second-Priority Notes. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
|
Exhibit No. |
Description |
|
| 99.1 | Press release, dated April 16, 2009, of Seagate Technology entitled “Seagate Technology Announces Pricing of $430 Million of Senior Secured Second-Priority Notes.” |
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the proposed offering of the Notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on information available to Seagate as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the company’s control. In particular, such risks and uncertainties include the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which Seagate operates, and uncertainty in global economic conditions, which pose a risk to the overall economy as consumers and businesses may defer purchases in response to tighter credit and negative financial news. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in Seagate’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2009 and Seagate’s Annual Report on Form 10-K as filed with the SEC on August 13, 2008. These forward-looking statements should not be relied upon as representing Seagate’s views as of any subsequent date and Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
2
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.
| SEAGATE TECHNOLOGY | ||
| By: | /s/ PATRICK J. O’MALLEY | |
| Name: | Patrick J. O’Malley | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: April 16, 2009
3
Exhibit 99.1
| PRESS RELEASE | Media Relations Contact: | |
| Brian Ziel (831.439.5429) | ||
| brian.ziel@seagate.com | ||
| Investor Relations Contact: | ||
| Rod Cooper (831.439.2371) | ||
| rod.j.cooper@seagate.com | ||
SEAGATE TECHNOLOGY ANNOUNCES PRICING OF $430 MILLION
OF SENIOR SECURED SECOND-PRIORITY NOTES
SCOTTS VALLEY, CA – April 16, 2009 – Seagate Technology (NASDAQ: STX) today announced the pricing of its previously announced offering of $430 million aggregate principal amount of 10.00% Senior Secured Second-Priority Notes due 2014 (the “Notes”). The Notes will be issued by Seagate Technology International (“STI”), an indirect wholly-owned subsidiary of Seagate Technology, and guaranteed by Seagate Technology, Seagate Technology HDD Holdings and all of Seagate Technology’s other subsidiaries that guarantee its senior secured credit facility, on a full and unconditional basis and secured by a second-priority lien on the assets that secure the senior secured credit facility. The Notes are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes is expected to close on May 1, 2009, subject to the senior secured credit facility becoming effective on or prior to such date and subject to customary closing conditions.
Seagate estimates that the net proceeds from the offering will be approximately $399 million after deducting discounts and estimated offering expenses.
Seagate intends to use the net proceeds from the offering for general corporate purposes, including the repayment or repurchase of all or some of its $300 million aggregate principal amount of floating rate senior notes due October 1, 2009 and other indebtedness.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful. The offering of the Notes will be made only by means of a private offering memorandum relating to the Notes. The Notes have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the proposed offering of the Notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on information available to Seagate as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the company’s control. In particular, such risks and uncertainties include the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which Seagate operates, and uncertainty in global economic conditions, which pose a risk to the overall economy as consumers and businesses may defer purchases in response to tighter credit and negative financial news. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in Seagate’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2009 and Seagate’s Annual Report on Form 10-K as filed with the SEC on August 13, 2008. These forward-looking statements should not be relied upon as representing Seagate’s views as of any subsequent date and Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
# # #