As filed with the Securities and Exchange Commission on February 11, 2008
Registration No. 333-134615
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Seagate Technology
(Exact name of co-registrant guarantor as specified in charter)
Maxtor Corporation
(Exact name of co-registrant issuer as specified in charter)
| Cayman Islands | Delaware | |
| (State or other jurisdiction of incorporation or organization) |
(State or other jurisdiction of incorporation or organization) | |
| 98-0355609 | 77-0123732 | |
| (I.R.S. Employer Identification No.) |
(I.R.S. Employer Identification No.) | |
| Seagate Technology P.O. Box 309GT, George Town, Grand Cayman, Cayman Islands (345) 949-8066 |
Maxtor Corporation 500 McCarthy Boulevard Milpitas, California 95035 (408) 894-5000 | |
(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:
| Kenneth M. Massaroni | William H. Hinman, Jr., Esq. | |
| Seagate Technology | Simpson Thacher & Bartlett LLP | |
| 920 Disc Drive | 2550 Hanover Street | |
| P. O. Box 66360 | Palo Alto, California 94304 | |
| Scotts Valley, California 95067 | (650) 251-5000 | |
| (831) 438-6550 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registrations statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
DEREGISTRATION OF SECURITIES
On May 31, 2006, Seagate Technology and Maxtor Corporation filed the Registration Statement on Form S-3, SEC File No. 333-134615 (the “Registration Statement”), which became effective immediately upon filing. The offering contemplated by the Registration Statement has terminated because the registrant has determined to no longer maintain the effectiveness of the Registration Statement. Accordingly, the registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, all of the 2.375% Convertible Senior Notes due 2012 of Maxtor Corporation, the Senior Guarantees of such notes by Seagate Technology and the Common Shares issuable upon conversion of such notes that are remaining unsold under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Seagate Technology certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 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 February 11, 2008.
| SEAGATE TECHNOLOGY | ||
| By: | * | |
| Name: |
William D. Watkins | |
| Title: |
Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Seagate Technology and in the capacities indicated on February 11, 2008.
| Signature |
Title |
Date | ||
| * William D. Watkins |
Chief Executive Officer and Director (Principal Executive Officer) |
February 11, 2008 | ||
| /S/ CHARLES C. POPE Charles C. Pope |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
February 11, 2008 | ||
| /S/ PATRICK J. O’MALLEY Patrick J. O’Malley |
Senior Vice President, Corporate Finance and Treasurer (Principal Accounting Officer) |
February 11, 2008 | ||
| * Stephen J. Luczo |
Chairman of the Board of Directors |
February 11, 2008 | ||
| * Frank J. Biondi, Jr. |
Director |
February 11, 2008 | ||
|
William W. Bradley |
Director |
|||
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| Signature |
Title |
Date | ||
|
Donald E. Kiernan |
Director |
|||
| * David F. Marquardt |
Director |
February 11, 2008 | ||
| * Lydia Marshall |
Director |
February 11, 2008 | ||
| * C.S. Park |
Director |
February 11, 2008 | ||
| * Gregorio Reyes |
Director |
February 11, 2008 | ||
| * John W. Thompson |
Director |
February 11, 2008 | ||
| * William D. Watkins, |
Seagate (US) Holdings, Inc. (Authorized U.S. Representative) |
February 11, 2008 | ||
| * By: | /S/ CHARLES C. POPE | |
| Charles C. Pope Attorney-in-Fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Maxtor Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 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 February 11, 2008.
| MAXTOR CORPORATION | ||
| By | * | |
| William D. Watkins | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Maxtor Corporation and in the capacities indicated on February 11, 2008.
| Signature |
Title |
Date | ||
| * William D. Watkins |
Chief Executive Officer (Principal Executive Officer) and Director |
February 11, 2008 | ||
| /S/ CHARLES C. POPE Charles C. Pope |
Chief Financial Officer (Principal Financial and Accounting Officer) and Director |
February 11, 2008 | ||
| /S/ DAVE WICKERSHAM Dave Wickersham |
President |
February 11, 2008 | ||
| * By: | /S/ CHARLES C. POPE | |
| Charles C. Pope Attorney-in-Fact | ||
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