Amended Statement of Beneficial Ownership (sc 13d/a)
2013年9月13日 - 7:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
[Rule 13d-101]
Under the
Securities Exchange Act of 1934
sTec, Inc.
(Name of
Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
784774101
(CUSIP Number)
Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, California 92612
Attn: General Counsel
Telephone: (949) 672-7000
with copies to:
Steve
L. Camahort
Shearman & Sterling LLP
Four Embarcadero Center, Suite 3800
San Francisco, CA 94111
Telephone: (415) 616-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 12, 2013
(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.
¨
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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1.
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Names of
Reporting Persons.
Western Digital Corporation
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
100
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
100
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
100%
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11)
100.0%
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14.
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Type of Reporting Person (See
Instructions)
CO
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This Amendment No. 1 (this
Amendment No. 1
) to Schedule 13D amends
and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on July 3, 2013 (the
Schedule 13D
) relating to the beneficial ownership by Western Digital Corporation, a Delaware
corporation (
WDC
), of common stock no par value per share (
Common Stock
) of sTec, Inc., a California corporation (the
Issuer
). Information reported in the Schedule 13D, as amended, remains in
effect except to the extent that it is expressly amended, restated or superseded with information contained in this Amendment No. 1. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is amended and supplemented by
adding the following information:
As a result of the effectiveness of the Merger, the Voting Agreements have terminated by their express
terms.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and restated in its
entirety as follows.
The responses of WDC to rows (7) through (13) of the cover page of this Amendment No. 1 are
referenced herein.
Pursuant to the Agreement and Plan of Merger, dated as of June 23, 2013 (the
Merger
Agreement
), by and between WDC, the parent company of HGST, Inc. (
HGST
), Lodi Ventures, Inc., a California corporation and a wholly-owned subsidiary of HGST (
Merger Sub
), and the Issuer, Merger Sub
merged with and into the Issuer, and the Issuer continued as the surviving corporation and wholly-owned subsidiary of HGST (the
Merger
). Upon the effective time of the Merger, September 12, 2013, each outstanding share of
Common Stock (other than shares (i) owned, directly or indirectly, by WDC or Merger Sub, (ii) held in the treasury of the Issuer, or (iii) held by any holder who had not voted in favor of the Merger and who had properly demanded that
the Issuer purchase such shares in accordance with Chapter 13 of the California General Corporation Law) converted into the right to receive $6.85 in cash, without interest.
As a result of the Merger, at the effective time of the Merger, September 12, 2013, WDC beneficially owned 100 shares or 100.0% of the
Common Stock (based upon 100 shares of the Common Stock issued and outstanding as of September 12, 2013).
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended by adding the following information:
The description of the Merger Agreement described in Item 5 is hereby incorporated by reference.
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.
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Dated: September 12, 2013
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WESTERN DIGITAL CORPORATION
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By:
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/s/ Michael C. Ray
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Name:
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Michael C. Ray
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Title:
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Senior Vice President, General Counsel and Secretary
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