Form 8-K

 

 

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 13, 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 2.05 Costs Associated with Exit or Disposal Activities.

On May 11, 2009, Seagate Technology (the “Company”) committed to a restructuring plan (the “Plan”) intended to realign its cost structure with the macroeconomic business environment. The Plan primarily consists of a reduction of approximately 1,100 employees or 2.5% of the Company’s global workforce.

The Plan, which the Company expects to be largely complete by the end of July 2009, is expected to result in total pretax restructuring charges of approximately $72 million. These charges will primarily be incurred in the June 2009 quarter and consist mainly of cash based employee termination costs which are expected to be substantially paid in the September 2009 quarter. The annual savings generated from this restructuring action is expected to be approximately $125 million.

 

Item 7.01 Regulation FD Disclosure.

On May 13, 2009, the Company issued a press release to announce its restructuring plan. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information contained in the attached press release is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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 May 13, 2009, of Seagate Technology entitled “Seagate Restructures to Further Reduce Operating Costs.”

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 Company’s future operating and financial performance, current expectations regarding its restructuring plans and the associated projected cost savings, customer demand for its products and general market conditions. These forward-looking statements are based on information available to Seagate as of the date of this Current Report. Current expectations, forecasts and assumptions involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties and other factors may be beyond the Company’s control. In particular, uncertainty in global economic conditions pose a risk to the overall economy as consumers and businesses may defer purchases in response to tighter credit and negative financial news. Such risks and uncertainties also include the Company’s ability to achieve projected cost savings in connection with its restructuring plans; the Company’s ability to reduce other expenses to achieve targeted product development and marketing and administrative costs; the impact of the variable demand and the aggressive pricing environment for disk drives, particularly in view of current business and economic conditions; dependence on Seagate’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; and the impact of competitive product announcements and possible excess industry supply with respect to particular disk drive products. Information concerning risk, uncertainties and other factors that could cause events to differ materially from those described in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 13, 2008 and in the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2009, which statements are incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Company’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.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: May 13, 2009

 

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