Current Report Filing (8-k)
2019年6月18日 - 9:15PM
Edgar (US Regulatory)
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 30, 2019
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Ireland
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001-31560
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98-0648577
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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38/39 Fitzwilliam Square
Dublin 2, Ireland
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D02 NX53
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(Address of principal executive office)
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(Zip Code)
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Registrants telephone number, including area code: (353)
(1) 234-3136
N/A
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Ordinary Shares, par value $0.00001 per share
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STX
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Toshiba Memory Holdings Corporation Redemption
On June 17, 2019, Seagate Technology plc (the Company) received approximately $1.35 billion in cash from Toshiba Memory
Holdings Corporation (TMHC) for the redemption of all of the outstanding shares of
non-convertible
preferred stock of TMHC held by the Company. The proceeds from the redemption include the original
principal and accrued payment-in-kind income before taxes. The Company acquired the
non-convertible
preferred stock for approximately $1.27 billion on May 31, 2018 in the acquisition of Toshiba
Memory Corporation, a subsidiary of TMHC, with a consortium of investors led by Bain Capital Private Equity. The Companys investment in Toshiba Memory Corporation was subsequently transferred to TMHC.
The product supply agreement for NAND flash memory the Company entered into with Toshiba Memory Corporation remains in effect and is not
impacted by the redemption of the
non-convertible
preferred stock.
Reduction of Capital and Creation of
Distributable Reserves
As previously reported, on April 25, 2019, shareholders at the Companys Extraordinary General
Meeting of Shareholders approved the reduction of Company capital and creation of distributable reserves. The reduction of Company capital remained subject to confirmation by the Irish High Court. On May 30, 2019, the Irish High Court confirmed
this reduction of Company capital and the court order was filed with the Companies Registration Office in Ireland.
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.
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SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
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Date: June 18, 2019
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By:
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/s/ Gianluca Romano
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Name:
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Gianluca Romano
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Title:
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Executive Vice President and Chief Financial Officer
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Seagate Technology (NASDAQ:STX)
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