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
March 27, 2012
Date of report (Date of earliest event reported)
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 001-34838 | 41-0901840 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 40 West Highland Park Drive NE, Hutchinson, Minnesota |
55350 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(320) 587-3797
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 1.01 . Entry Into a Material Definitive Agreement.
On March 27, 2012, Hutchinson Technology Incorporated (the “Company”) and Wells Fargo Bank, N.A. (the “Rights Agent”) entered into a Third Amendment to Rights Agreement (the “Third Amendment”) relating to the Rights Agreement, dated as of July 29, 2010, between the Company and the Rights Agent, as it was amended by the First Amendment to Rights Agreement, dated as of May 6, 2011, and the Second Amendment to Rights Agreement, dated as of February 24, 2012 (the “Rights Agreement”).
The Third Amendment provides that, in connection with the common share purchase rights of the Company, no person or group shall become an Acquiring Person (as defined in the Rights Agreement) solely as a result of holding unexercised warrants to purchase common stock of the Company issued in connection with that certain private placement of warrants announced by the Company on March 12, 2012.
A copy of the Third Amendment is incorporated by reference herein. This summary description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment.
Item 3.03 . Material Modification to Rights of Security Holders.
The information required by this item is included in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 4.1 | Third Amendment to Rights Agreement, dated as of March 27, 2012, between Hutchinson Technology Incorporated and Wells Fargo Bank, N.A., as Rights Agent (incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A/A, filed with the Securities and Exchange Commission on March 27, 2012). |
SIGNATURES
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.
| HUTCHINSON TECHNOLOGY INCORPORATED | ||||||
| Date: March 27, 2012 | /s/ David P. Radloff | |||||
| David P. Radloff Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| No. |
Description |
Manner of Filing | ||
| 4.1 | Third Amendment to Rights Agreement, dated as of March 27, 2012, between Hutchinson Technology Incorporated and Wells Fargo Bank, N.A., as Rights Agent. | Incorporated by Reference | ||