Seagate Technology — Registration Form 2011

Oct 28, 2011

*As filed with the Securities and Exchange Commission on October 28, 2011*

*Registration No. 333-[ ]*

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*FORM S-8*

*REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*

*SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY*

(Exact name of registrant as specified in its charter)

Ireland	98-0648577
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

*38/39 Fitzwilliam Square*

*Dublin 2, Ireland*

(Address, including zip code, of Principal Executive Offices)

*Seagate Technology Public Limited Company 2012 Equity Incentive Plan*

(Full title of the plan)

*Stephen J. Luczo*

*Chief Executive Officer, President, Director and*

*Chairman of the Board of Directors*

*Seagate Technology plc*

*10200 S. De Anza Blvd*

*P.O. Box 4030*

*Cupertino, CA 95015*

*(408) 658-1000*

(Name, address and telephone number, including area code, of agent for service)

*With copies to:*

Kenneth M. Massaroni Executive Vice President, General Counsel and Chief Administrative Officer Seagate Technology plc 10200 S. De Anza Blvd P.O. Box 4030 Cupertino, CA 95015 (408) 658-1000 William H. Hinman, Jr., Esq. Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California 94304 (650) 251-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one): — Large accelerated filer:	x	Accelerated filer:	o
Non-accelerated filer:	o (Do not check if a smaller reporting company)	Smaller reporting company:	o

*CALCULATION OF REGISTRATION FEE*

Title of Securities to be Registered	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee(4)
Seagate Technology Public Limited Company 2012 Equity Incentive Plan, ordinary shares, par value $0.00001 per share
27,000,000	$ 15.58	$ 420,660,000.00	$ 48,207.64
11,041,148	$ 15.58	$ 172,021,085.84	$ 19,713.62
38,041,148		$ 592,681,085.84	$ 67,921.26

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) This Registration Statement registers the issuance of 38,041,148 ordinary shares, par value $0.00001 per share (“Ordinary Shares”), of Seagate Technology Public Limited Company (the “Registrant”). Such number of shares represents an aggregate number of shares issuable pursuant to the Seagate Technology Public Limited Company 2012 Equity Incentive Plan (the “2012 Plan”), as follows: (A) 27,000,000 Ordinary Shares available for issuance that are among the shares expressly identified in the 2012 Plan; and (B) 11,041,148 Ordinary Shares that remained available for grant under Seagate Technology 2004 Stock Compensation Plan (as amended) (the “2004 Plan”) as of October 27, 2011, being available for issuance and not otherwise subject to outstanding awards granted under the 2004 Plan.

(3) Estimated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of the average of the reported high ($16.89) and low ($15.81) price per share of the Registrant’s Ordinary Shares, as reported on the NASDAQ Global Select Market on October 27, 2011.

(4) $30,610.15 of the filing fee for the Ordinary Shares registered herein is offset pursuant to Rule 457(p) of the Securities Act of 1933 by filing fees previously paid with respect to the 11,041,148 unsold Ordinary Shares registered pursuant to the Registration Statement on Form S-8 filed by the Registrant on December 18, 2006 for the 2004 Plan (Registration No. 333-139433) such that a total transmitted with this Form S-8 shall be $37,311.11.

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*EXPLANATORY NOTE*

This Registration Statement on Form S-8 is filed by Seagate Technology plc, a public limited company incorporated in Ireland (the “Registrant”), relating to its ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), issuable to eligible directors, employees and consultants of the Registrant and its affiliates under the Seagate Technology Public Limited Company 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan permits the issuance under the 2012 Plan of up to a maximum aggregate number of 27,000,000 Ordinary Shares: (i) plus any Ordinary Shares remaining available for grant under the Seagate Technology 2004 Stock Compensation Plan as of the effective date for the 2012 Plan, being October 26, 2011; and (ii) any shares subject to share awards granted under the 2004 Plan that have expired or been cancelled or reacquired by the Registrant prior to vesting.

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*PART I*

*INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*

The documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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*PART II*

*INFORMATION REQUIRED IN THE REGISTRATION STATEMENT*

*Item 3. Incorporation of Documents by Reference*

The SEC requires us to “incorporate by reference” certain of our publicly-filed documents into this Registration Statement, which means that information included in those documents is considered part of this Registration Statement. Information that we file with the SEC after the effective date of this Registration Statement will automatically update and supersede this information. We incorporate by reference the documents listed below and future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) until we terminate the effectiveness of this Registration Statement.

The following documents filed with the SEC are hereby incorporated by reference:

(a) our latest annual report on Form 10-K and Form 10-K/A filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which contains audited financial statements for our latest fiscal year ended July 1, 2011, as filed with the SEC on August 17, 2011 and August 24, 2011, respectively;

(b) our latest quarterly report on Form 10-Q filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which contains unaudited financial statements for the fiscal quarter ended September 30, 2011, as filed with the SEC on October 27, 2011);

(c) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since July 1, 2011 (other than information deemed to have been “furnished” rather than “filed” in accordance with the SEC’s rules); and

(d) the description of our Common Shares contained in our Registration Statement on Form 8-A filed with the SEC on December 6, 2002, as amended by Form 8-K12B and Form 8-K12B/A, filed with the SEC on July 6, 2010 and July 9, 2010, respectively.

Any statement contained in a document incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

*Item 4. Description of the Securities*

The class of securities to be offered is registered under Section 12 of the Exchange Act.

*Item 5. Interests of Named Experts and Counsel*

Not applicable.

*Item 6. Indemnification of Directors and Officers*

The articles of association of the Registrant provide for the indemnification of its officers, directors and company secretary. Specifically, under the indemnification provisions, the Registrant will indemnify its officers, directors and company secretary to the fullest extent permitted by law against liabilities that are incurred by the officers, directors and company secretary while executing the duties of their respective offices. Under the articles of association of the Registrant, the Registrant’s officers, directors and company secretary, however, will not be entitled to the indemnification by the Registrant if they incurred the liabilities through their own fraud, dishonesty or conscious, intentional or willful breach of the obligation to act honestly, lawfully and in good faith. In addition, the Irish Companies Acts prescribe that this indemnity only permits a company to pay the costs or discharge the liability of a director or the company secretary where judgment is given in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the

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secretary of the Registrant. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its articles of association or any contract between the director or company secretary and such company.

One of the Registrant’s subsidiaries has entered into a deed of indemnity as to each of the Registrants directors, company secretary and certain of its officers (as may be determined by the board of directors of the Registrants from time to time), on terms permitted by the articles of association.

The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act of 1933 and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

*Item 7. Exemption from Registration Claimed*

Not applicable.

*Item 8. Exhibits.*

See Exhibit Index.

*Item 9. Undertakings.*

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that: paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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*SIGNATURES*

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this October 28, 2011.

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
/s/ Stephen J. Luczo
(Stephen J. Luczo, Chief Executive Officer, President, Director and Chairman of the Board of Directors)

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*SIGNATURES AND POWER OF ATTORNEY*

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen J. Luczo, Patrick J. O’Malley, and Kenneth M. Massaroni, and each of them, as his true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to sign and execute on behalf of the undersigned any amendment or amendments to the Registration Statement on Form S-8; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Stephen J. Luczo	Chief Executive Officer, President, Director and Chairman of the Board of Directors (Principal Executive Officer)	October 28, 2011
(Stephen J. Luczo)
/s/ Patrick J. O’Malley	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	October 28, 2011
(Patrick J. O’Malley)
/s/ David H. Morton, Jr.	Vice President, Finance and Treasurer (Principal Accounting Officer)	October 28, 2011
(David H. Morton, Jr.)
/s/ Frank J. Biondi, Jr.	Director
(Frank J. Biondi, Jr.)		October 28, 2011
/s/ Michael R. Cannon	Director
(Michael R. Cannon)		October 28, 2011
/s/ C.S. Park	Director
(Dr. C.S. Park)		October 28, 2011
/s/ Lydia M. Marshall	Director
(Lydia M. Marshall)		October 28, 2011
/s/ Gregorio Reyes	Director
(Gregorio Reyes)		October 28, 2011
/s/ Edward J. Zander	Director
(Edward J. Zander)		October 28, 2011

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*EXHIBIT INDEX*

Exhibit No.	Exhibit Description
3.1	Memorandum and Articles of Association of Seagate Technology plc (the “Registrant”), as amended and restated by Special Resolution dated July 1, 2010 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K12B/A (file no. 001-31560) filed with the SEC on July 9, 2010).
3.2	Certificate of Incorporation of Hephaestus plc effective as of January 22, 2010 and Certificate of Incorporation on change of name of Seagate Technology plc, effective as of February 22, 2010 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s annual report on Form 10-K (file no. 001-31560) for the fiscal year ended July 2, 2010, as filed with the SEC on August 20, 2010).
4.1	Specimen Ordinary Share Certificate (incorporated herein by reference Exhibit 4.1 to the Registrant’s annual report on Form 10-K (file no. 001-31560) for the fiscal year ended July 2, 2010, as filed with the SEC on August 20, 2010).
5.1	Opinion of Arthur Cox, Solicitors as to the legality of the registered shares.
23.1	Consent of Arthur Cox, Solicitors (included as part of Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm.
24.1	Power of Attorney (included in signature pages to this Registration Statement).
99.1	Seagate Technology Public Limited Company 2012 Equity Incentive Plan (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q (file no. 001-31560) for the fiscal quarter ended September 30, 2011, filed with the SEC on October 27, 2011).
99.2	Seagate Technology Public Limited Company 2012 Equity Incentive Plan Executive Performance Unit Agreement.
99.3	Seagate Technology Public Limited Company 2012 Equity Incentive Plan Restricted Share Unit Agreement (Outside Directors).
99.4	Seagate Technology Public Limited Company 2012 Equity Incentive Plan Restricted Share Unit Agreement.
99.5	Seagate Technology Public Limited Company 2012 Equity Incentive Plan Option Agreement.

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