HMT TECHNOLOGY CORP 3/A
3/A · HMT TECHNOLOGY CORP · Filed May 16, 2000
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]At least 3,980,244 shares of HMT Technology Corp ("HMT") Common Stock and 589,055 shares of HMT Common Stock subject to options exercisable within 60 days of May 3, 2000, are subject to Company Voting Agreements (the "Voting Agreement") dated as of April 26, 2000 which were entered into by Komag, Incorporated ("Komag") and certain stockholders of HMT as an inducement for Komag to enter into an Agreement and Plan of Reorganization dated April 26, 2000 among Komag, KHM, Inc., a Delaware corporation and wholly-owned subsidiary of Komag, and HMT (the "Merger Agreement"). Komag expressly disclaims beneficial ownership of any of the shares of HMT Common Stock, including shares of HMT Common Stock subject to options, covered by the Voting Agreements. Based on the 46,196,238 shares of HMT Common Stock outstanding as of April 24, 2000 (as represented by HMT in the Merger Agreement), the aggregate number of shares of HMT Common Stock indicated represents approximately 9.9% of the outstanding HMT Common Stock.
- [2]Also as an inducement for Komag to enter into the Merger Agreement, Komag and HMT entered into a Company Stock Option Agreement dated as of April 26, 2000 (the "Stock Option Agreement"). Pursuant to the Stock Option Agreement, HMT granted Komag the Option, under certain conditions, to acquire up to 9,193,051 shares of HMT Common Stock which, based on the 46,196,238 shares of HMT Common Stock outstanding as of April 24, 2000 (as represented by HMT in the Merger Agreement) represent 19.9% of the outstanding HMT Common Stock. Based upon the number of shares of HMT Common Stock outstanding as of April 24, 2000 (as represented by HMT in the Merger Agreement) plus the number of shares of HMT Common Stock subject to the Option, the shares of HMT Common Stock subject to the Option equal 16.6% of the outstanding shares of HMT Common Stock. HMT's obligation to issue shares pursuant to the exercise of the Stock Option is subject to the occurrence of certain events (each, an "Exercise Event"), which may not occur. In general, an Exercise Event may be deemed to occur: if (a) (i) the Board of Directors of HMT or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Komag its recommendation in favor of the adoption of the Merger Agreement; (ii) HMT shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of HMT in favor of the adoption of the Merger Agreement; (iii) the Board of Directors of HMT fails to reaffirm its recommendation in favor of the adoption of the Merger Agreement within ten (10) business days after Komag requests in writing that such recommendation be reaffirmed at any time following the announcement of a Parent Acquisition Offer; (iv) the Board of Directors of HMT or any committee thereof shall have approved or recommended any Parent Acquisition Offer; (v) HMT shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Parent Acquisition Offer; (vi) a tender or exchange offer relating to securities of HMT constituting an Acquisition Proposal (as defined in the Merger Agreement) shall have been commenced by a person unaffiliated with Komag and HMT shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement disclosing that HMT recommends rejection of such tender or exchange offer; or (vii) HMT shall have breached in any material respect the provisions of Section 5.4(a) of the Merger Agreement; or (b) the Merger Agreement is terminated by Komag or HMT, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) of the Merger Agreement as a result of HMT's failure to obtain the required approvals of the stockholders of HMT and any of the following occur; (i) if after April 26, 2000 and prior to the termination of the Merger Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer (as defined in the Merger Agreement) and within the Applicable Period (as defined in the Merger Agreement) a Company Acquisition is consummated; or (ii) if after April 26, 2000 and prior to the termination of the Merger Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period HMT enters into an agreement or letter of intent providing for a Company Acquisition. Page 2 SEC 1473(3-99)