HEADWAY TECHNOLOGIES INC S-1

FORM S-1

FORM OF UNDERWRITING AGREEMENT

AGREEMENT OF MERGER BETWEEN REGISTRANT AND HEADWAY

REGISTRANT'S CERTIFICATE OF INCORPORATION

REGISTRANT'S BYLAWS

REGISTRATION AND INFORMATION RIGHTS AGREEMENT

PATENT LICENSE AGREEMENT

CROSS-LICENSE, KNOW-HOW TRANSFER AGREEMENT 5-19-95

LETTER AGREEMENT BETWEEN REGISTRANT AND SEAGATE

STRATEGIC ALLIANCE AGREEMENT

MASTER TECHNOLOGY LICENSE AGREEMENT

SHAREHOLDERS AGREEMENT AMONG REGISTRANT, MRST

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE

SUBLEASE AGREEMENT

LOAN AND SECURITY AGREEMENT

MASTER LEASE AGREEMENT

PROMISSORY NOTE BETWEEN REGISTRANT AND DAVID BEGIN

PROMISSORY NOTE BETWEEN WESTERN DIGITAL

PROMISSORY NOTE BETWEEN MAXTOR CORP.

LICENSE AGREEMENT

REGISTRANT'S 1997 STOCK OPTION PLAN

REGISTRANT'S 1999 EMPLOYEE STOCK PURCHASE PLAN

REGISTRANT'S 1999 DIRECTOR STOCK OPTION PLAN

VOLUME SUPPLY AGREEMENT

TECHNOLOGY TRANSFER AGREEMENT

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ERNST & YOUNG LLP

FINANCIAL DATA SCHEDULE