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): May 31, 2006
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 309GT, Ugland House, South Church Street, George Town, Grand Cayman, 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 7.01. Regulation FD
On May 31, 2006, Seagate Technology (the “Company”) and Maxtor Corporation filed a Registration Statement on Form S-3 permitting the resale of Maxtor’s 2.375% Convertible Senior Notes due 2012 and Seagate’s common shares issuable upon conversion thereof. This registration statement contained an updated description of the Company’s risk factors, including an update of certain risks related to the acquisition of Maxtor Corporation by Seagate Technology in light of the fact that the acquisition has now closed. We are filing the updated risk factors as Exhibit 99.1 hereto for the purpose of updating the risk factor disclosure contained in our public filings.
Item 9.01. Financial Statements and Exhibits.
Exhibits
| Exhibit No. | ||
| 99.1 | Risk Factors of Seagate Technology |
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 hereunto duly authorized.
| SEAGATE TECHNOLOGY | ||||
| Date: May 31, 2006 | By: | /s/ WILLIAM L. HUDSON | ||
| Name: | William L. Hudson | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||