SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Seagate Technology Holdings
(Exact Name of Registrant as Specified in its Charter)
 
Cayman Islands
 
98-0232277
(State of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
 
N/A
(Address of Principal Executive Offices)
 
(Zip Code)
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box:  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box:  ¨
 
Securities Act registration statement file number to which this form relates:
  
333-100513
 
Securities to be Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class
to be Registered
 
Name of Each Exchange on which
Each Class is to be Registered
Common Shares, par value $0.00001 per share
 
New York Stock Exchange, Inc.
 
Securities to be Registered Pursuant to Section 12(g) of the Act:
 
N/A
(Title of Class)
 

 
Item 1.    Description of Registrant’s Securities to be Registered.
 
On December 6, 2002, the registrant filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 4 to its registration statement on Form S-1, file no. 333-100513 (as amended, the “S-1 Registration Statement”), with respect to its common shares, par value $0.00001 per share. The securities to be registered pursuant to this registration statement on Form 8-A are described in the “Description of Share Capital” section of the S-1 Registration Statement, and such description is incorporated herein by reference to such section.
 
Item 2.    Exhibits.
 
The following exhibits are filed herewith (or incorporated by reference as indicated below):
 
 
3.1
 
Form of Second Amended and Restated Memorandum of Association of Seagate Technology (incorporated herein by reference to Exhibit 3.1 to amendment no. 3 to the registrant’s registration statement on Form S-1, file no. 333-100513, filed with the Commission on November 27, 2002)
 
 
3.2
 
Form of Second Amended and Restated Articles of Association of Seagate Technology (incorporated herein by reference to Exhibit 3.2 to amendment no. 3 to the registrant’s registration statement on Form S-1, file no. 333-100513, filed with the Commission on November 27, 2002)
 
 
4.4
 
Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4.4 to amendment no. 1 to the registrant’s registration statement on Form S-1, file no. 333-100513, filed with the Commission on November 8, 2002)
 
 
4.5
 
Form of Shareholders Agreement by and among Seagate Technology Holdings, New SAC, Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P., SAC Investments, L.P., August Capital III, L.P., J.P. Morgan Partners, L.L.C., GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P., Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC, Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. and the Shareholders listed on the signature pages thereto (incorporated herein by reference to Exhibit 4.5 to amendment no. 4 to the registrant’s registration statement on Form S-1, file no. 333-100513, filed with the Commission on December 6, 2002)
 

 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date:
 
    December 6, 2002
 
SEAGATE TECHNOLOGY HOLDINGS
       
By:
 
/s/    S TEPHEN J. L UCZO
           
Name:
 
Stephen J. Luczo
           
Title:
 
Chief Executive Officer