Seagate Technology Holdings plc false 0001137789 0001137789 2023-04-18 2023-04-18

 

 

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): April 18, 2023

 

 

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-31560   98-1597419

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

38/39 Fitzwilliam Square

Dublin 2, Ireland

  D02 NX53
(Address of principal executive office)   (Zip Code)

Registrant’s 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):

 

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))

Securities registered pursuant to Section 12 (b) of the Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange

on Which Registered

Ordinary Shares, par value $0.00001 per share   STX   The NASDAQ Global Select Market

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. ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

On April 18, 2023, Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd (collectively, “Seagate”), each a subsidiary of Seagate Technology Holdings public limited company (the “Company”), entered into a settlement agreement (the “Settlement Agreement”) with the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) that resolves BIS’s allegations regarding Seagate’s sales of hard disk drives to Huawei between August 17, 2020 and September 29, 2021.

Under the terms of the Settlement Agreement, Seagate has agreed to pay $300 million to the U.S. Department of Commerce in quarterly installments of $15 million over the course of five years beginning October 31, 2023. Seagate has also agreed to complete three audits of its compliance with the license requirements of Section 734.9 of the Export Administration Regulations, including one audit by an unaffiliated third-party consultant chosen by Seagate with expertise in U.S. export control laws and two internal audits. The Settlement Agreement also includes a denial order that is currently suspended and will be waived five years after the date of the order issued under the Settlement Agreement, provided that Seagate has made full and timely payments under the Settlement Agreement and timely completed the audit requirements. While Seagate is in compliance with and upon successful compliance in full with the terms of the Settlement Agreement, BIS has agreed it will not initiate any further administrative proceedings against Seagate in connection with any violation of the Export Administration Regulations arising out of the transactions detailed in the Settlement Agreement.

 

Item 2.02

Results of Operations and Financial Condition.

The Company has recorded a penalty accrual for the fiscal third quarter of 2023 in the amount of $300 million, which will be reflected in its GAAP financial statements to be filed with its Quarterly Report on Form 10-Q for the period ended March 31, 2023.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

10.1    Settlement Agreement, dated as of April 18, 2023.
99.1    Press release, dated April 19, 2023, of Seagate Technology Holdings plc entitled “Seagate Reaches Resolution with the U.S. Department of Commerce’s Bureau of Industry and Security.”
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

    SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Date: April 19, 2023     By:  

/s/ Katherine E. Schuelke

    Name:   Katherine E. Schuelke
    Title:   Senior Vice President, Chief Legal Officer and Company Secretary
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