As filed with the Securities and Exchange Commission on May 19, 2021
Registration No. 333-177609
Registration No. 333-184704
Registration No. 333-199781
Registration No. 333-207313
Registration No. 333-216350
Registration No. 333-221831
Registration No. 333-237939
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
| Ireland | 98-1597419 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
38/39 Fitzwilliam Square
Dublin 2, Ireland D02 NX53
(Address, including zip code, of Principal Executive Offices)
Amended and Restated Seagate Technology Holdings public limited company 2012 Equity Incentive Plan (as amended and restated effective May 18, 2021)
Seagate Technology Holdings Public Limited Company Amended and Restated Employee Stock Purchase Plan (as amended and restated effective May 18, 2021)
Dot Hill Systems Corp. 2009 Equity Incentive Plan
(Full title of the plan)
William D. Mosley
Chief Executive Officer and Director
Seagate Technology Holdings plc
47488 Kato Rd
Fremont, CA 94538
(510) 661-1000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
| Katherine E. Schuelke, Senior Vice President, Chief Legal Officer and Corporate Secretary Seagate Technology Holdings plc 47488 Kato Rd Fremont, CA 94538 (510) 661-1000 |
Lisa L. Stimmell Wilson Sonsini Goodrich & Rosati Professional Company 650 Page Mill Rd Palo Alto, California 94304 (650) 493-9300 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer: | ☒ | Accelerated filer: | ☐ | |||
| Non-accelerated filer: | ☐ | Smaller reporting company: | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Ordinary shares, par value US$0.00001 per share |
(1) | (1) | (1) | (1) | ||||
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| (1) | No additional securities are to be registered, and the registration fee was paid upon filing of the original Registration Statements on Form S-8 (File Nos. 333-177609, 333-184704, 333-199781, 333-207313, 333-216350, 333-221831 and 333-237939). Therefore, no further registration fee is required. |
EXPLANATORY NOTE
This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by Seagate Technology Holdings public limited company, an Irish public limited company (the “Company” or “Registrant”), as successor issuer to Seagate Technology public limited company, an Irish public limited company (“Seagate”). On May 18, 2021, Seagate and the Company completed a scheme of arrangement pursuant to which Seagate’s ordinary shares were acquired by the Company and the ordinary shareholders of Seagate received, on a one-for-one basis, new ordinary shares of the Company (the “Transaction”). As a result of the Transaction, Seagate is now a direct, wholly-owned subsidiary of the Company and the Company is the successor issuer to Seagate. In connection with the Transaction, the Company assumed Seagate’s existing obligations in connection with awards granted under Seagate’s incentive plans and other similar employee awards and amended such plans and awards as necessary to provide for the issuance of the Company’s registered shares rather than the ordinary shares of Seagate upon the exercise or vesting of awards. This Post-Effective Amendment pertains to the adoption by the Company of the following registration statements on Form S-8 (collectively, the “Registration Statements”): (i) Registration No. 333-177609; (ii) Registration No. 333-184704; (iii) Registration No. 333-199781; (iv) Registration No. 333-207313; (v) Registration No. 333-216350; (vi) Registration No. 333-221831; and (vii) Registration No. 333-237939. The Company hereby expressly adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). With respect to Registration Nos. 333-177609, 333-184704, 333-199781, 333-207313, 333-216350, 333-221831, and 333-237939, this is Post-Effective Amendment No. 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates herein by reference the following documents filed with the Securities and Exchange Commission (the “SEC”):
1. Seagate’s Annual Report on Form 10-K for the fiscal year ended July 3, 2020 filed with the SEC on August 7, 2020;
2. Seagate’s Quarterly Reports on Form 10-Q for the fiscal quarters ended October 2, 2020, January 1, 2021 and April 2, 2021 filed with the SEC on October 29, 2020, January 28, 2021 and April 29, 2021, respectively; and
3. Seagate’s Current Reports on Form 8-K (only to the extent “filed” and not “furnished”) filed with the SEC on October 28, 2020, December 4, 2020, December 9, 2020, December 28, 2020, January 13, 2021, March 22, 2021, April 16, 2021, and May 19, 2021.
4. The Company’s Current Report on Form 8-K12B filed with the SEC on May 19, 2021, including the description of the Company’s ordinary shares contained therein.
All reports that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Post-Effective Amendment and prior to the filing of a post-effective amendment to this Post-Effective Amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Post-Effective Amendment and to be a part hereof from the date of filing of such reports and documents. Unless expressly incorporated in this Post-Effective Amendment, a report furnished on Form 8-K shall not be incorporated by reference into this Post-Effective Amendment.
Any statement contained herein or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Post-Effective Amendment.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The constitution of the Company (the “Constitution”) provides for the indemnification of its officers, directors and company secretary. Specifically, under the indemnification provisions, the Registrant will indemnify its officers, directors and company secretary to the fullest extent permitted by law against liabilities that are incurred by the officers, directors and company secretary while executing the duties of their respective offices. Under the Constitution, the Registrant’s officers, directors and company secretary, however, will not be entitled to the indemnification by the Registrant if they incurred the liabilities through their own fraud, dishonesty or conscious, intentional or willful breach of the obligation to act honestly, lawfully and in good faith. In addition, the Irish Companies Act 2014 (as amended) prescribes that this indemnity only permits a company to pay the costs or discharge the liability of a director or the company secretary where judgment is given in his or her favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to officers who are not directors nor the company secretary of the Registrant. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its constitution or any contract between the director or company secretary and such company.
One of the Registrant’s subsidiaries has entered into a deed of indemnity as to each of the Registrant’s directors, company secretary and certain of its officers (as may be determined by the board of directors of the Registrant from time to time) providing for the indemnification of, and advancement of expenses to, such persons, to the fullest extent permitted by law. Each director, secretary or officer undertakes to the fullest extent required by law to repay all amounts advanced if it is ultimately determined that he or she is not entitled to such indemnification by the Company and/or its any of its subsidiaries.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
For the list of exhibits, see Exhibit Index to this Post-Effective Amendment, which is incorporated in this item by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
Provided, however, that: paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on this 19th day of May, 2021.
| SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY |
| /s/ William D. Mosley |
| William D. Mosley, Chief Executive Officer and Director |
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SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William D. Mosley, Gianluca Romano, and Katherine E. Schuelke, and each of them, as her/his true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to sign and execute on behalf of the undersigned any amendment or amendments to the Registration Statements as amended by this Post-Effective Amendment; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ William D. Mosley (William D. Mosley) |
Chief Executive Officer and Director (Principal Executive Officer) |
May 19, 2021 | ||
| /s/ Gianluca Romano (Gianluca Romano) |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 19, 2021 | ||
| /s/ Michael R. Cannon (Michael R. Cannon) |
Board Chair | May 19, 2021 | ||
| /s/ Mark W. Adams (Mark W. Adams) |
Director | May 19, 2021 | ||
| /s/ Shankar Arumugavelu (Shankar Arumugavelu) |
Director | May 19, 2021 | ||
| /s/ Prat Bhatt (Prat Bhatt) |
Director | May 19, 2021 | ||
| /s/ Judy Bruner (Judy Bruner) |
Director | May 19, 2021 | ||
| /s/ Jay L. Geldmacher (Jay L. Geldmacher) |
Director | May 19, 2021 | ||
| /s/ Dylan Haggart (Dylan Haggart) |
Director | May 19, 2021 | ||
| /s/ Stephen J. Luczo (Stephen J. Luczo) |
Director | May 19, 2021 | ||
| /s/ Stephanie Tilenius (Stephanie Tilenius) |
Director | May 19, 2021 | ||
| /s/ Edward J. Zander (Edward J. Zander) |
Director | May 19, 2021 | ||
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Exhibit 5.1
19 May 2021
| To: | Board of Directors |
Seagate Technology Holdings plc
10 Earlsfort Terrace
Dublin 2
D02 T380
Ireland
| Re: | Seagate Technology Holdings plc – post-effective amendment to the registration statements on Form S-8 in relation to the Plans |
Ladies and Gentlemen,
| 1. | Basis of Opinion |
| 1.1 | We are acting as Irish counsel to Seagate Technology Holdings plc, registered number 606203, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 38/39 Fitzwilliam Square West, Dublin 2 (the “Company”), in connection with the post-effective amendment (the “Amendment”) to the registration statements on Form S-8 of Seagate Technology public limited company, an Irish public limited company (“PLC”) (specifically (i) Registration No. 333-177609; (ii) Registration No. 333-184704; (iii) Registration No. 333-199781; (iv) Registration No. 333-207313; (v) Registration No. 333-216350; (vi) Registration No. 333-221831; and (vii) Registration No. 333-237939; together the “Registration Statements”) to be filed by the Company as successor issuer to PLC, with the United States Securities and Exchange Commission (the “SEC”) on or around the date hereof pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the adoption of such Registration Statements in connection with PLC’s Employee Stock Purchase Plan (as amended and restated), including any sub-plans thereto (the “ESPP”), PLC’s 2012 Equity Incentive Plan (as amended and restated), including any sub-plans thereto (the “EIP”), and the 2009 Dot Hill Systems Equity Incentive Plan (as amended and restated), as assumed by PLC, including any sub-plans thereto (the “Dot Hill EIP” and together with the ESPP and EIP, and all other relevant share incentive and other employee plans, the “Plans”) assumed by the Company pursuant to the terms of a deed poll of assumption dated 18 May 2021. |
| 1.2 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we |
| express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the plan documents in respect of the Plans (as set out in the Schedule) (the “Plan Documents”) or the transactions contemplated thereby. |
| 1.3 | This Opinion is also strictly confined to: |
| (a) | the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter; |
| (b) | the Plan Documents (as set out in the Schedule); and |
| (c) | the Searches (as defined at 1.7 below), |
and is subject to the assumptions and qualifications set out below.
| 1.4 | We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Plans other than the Plan Documents. |
| 1.5 | In giving this Opinion, we have relied upon the Corporate Certificate (as defined in the Schedule to this Opinion) and the Searches and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificate or the Searches is required of us. |
| 1.6 | For the purpose of giving this Opinion, we have examined and relied on copies sent to us by email in pdf or other electronic format of the Plan Documents. |
| 1.7 | For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on 18 May 2021 (together the “Searches”): |
| (a) | on the file of the Company maintained by the Registrar of Companies in the Irish Companies Registration Office for mortgages, debentures or similar charges or notices thereof and for the appointment of any examiner, receiver or liquidator; |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and |
| (c) | in the Central Office of the High Court for any proceedings and petitions filed in respect of the Company in the last two years. |
| 1.8 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change in interpretation of law which may occur after the date of this Opinion. |
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| 2. | Opinion |
Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to allot and issue the Shares; and |
| 2.2 | when the Shares are allotted and issued (and, if required, paid for in cash) pursuant to and in accordance with the terms and conditions referred to or summarised in the applicable resolutions and the applicable Plan, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the allotment and issue of such Shares). |
| 3. | Assumptions |
For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Amendment and the Plans
| 3.1 | that when filed with the SEC, the Amendment will not differ in any material respect from the latest draft that we have examined; |
| 3.2 | that any shares issued pursuant to the Plans will be paid up in consideration of the receipt by the Company of cash at least equal to the nominal value of such Shares and any premium required to be paid up on the Shares pursuant to their terms of allotment and issue and that where Shares are allotted and issued under the Plans without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027(1) of the Companies Act 2014 (as amended) (the “Companies Act”) (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Sections 82(6) and 1043(1) of the Companies Act or allotted and issued for consideration as set out in Section 1028(2) of the Companies Act); |
| 3.3 | that the filing of the Amendment with the SEC has been authorised by all necessary actions under all applicable laws (other than Irish law), including applicable U.S. federal and state securities law; |
| 3.4 | the Shares will be allotted and issued in the manner stated in the Plans; |
| 3.5 | that the exercise of any options and rights granted under the Plans and the allotment and issue of the Shares upon exercise of such options and rights (and the allotment and issue of the Shares in connection with any other awards granted under the Plans) will be conducted in accordance with the terms and the procedures described in the Plans and the applicable award agreement; |
| 3.6 | that at the time of the allotment and issuance of the Shares, such allotment and issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject; |
| 3.7 | that the Company has sufficient authorised but unissued share capital to allot and issue the required number of Shares to be delivered to the recipients of any awards granted under the Plans; |
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| 3.8 | that, at the time of the allotment and issuance of the Shares, the authority of the Company and the directors of the Company to allot and issue the Shares, as provided for in the Companies Act and the Constitution (as defined in the Schedule), is in full force and effect and that the statutory pre-emption rights have been disapplied in respect of any allotment and issuance of the Shares; |
| 3.9 | that the Company will continue to renew its authority to allot and issue the Shares in accordance with the terms and conditions set out in the Constitution and the Companies Act and that, where such authority has not been renewed, the Company will not allot or issue the Shares after such authority has expired; |
| 3.10 | that from the date of the board resolutions set out in the Schedule, no other corporate or other action has been taken by the Company to amend, alter or repeal those resolutions; |
Authenticity and bona fides
| 3.11 | the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories (including electronic signatures), stamps and seals thereon; |
| 3.12 | where incomplete Plan Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Plan Documents correspond in all respects with the last draft of the complete Plan Documents submitted to us; |
| 3.13 | that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect; |
| 3.14 | that the Constitution of the Company effective as of 18 May 2021 is the current Constitution of the Company, is up to date and has not been amended or superseded and that there are no other terms governing the Shares other than the those set out in the Constitution of the Company; |
| 3.15 | that there is, at the relevant time of the allotment and issue of the Shares, no matter affecting the authority of the Directors to allot and issue the Shares, not disclosed by the Constitution or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion; |
Accuracy of Searches and Warranties
| 3.16 | the accuracy and completeness of the information disclosed in the Searches is accurate as of the date of this Opinion and that such information has not since the time of such search or enquiry been altered. It should be noted that: |
| (a) | the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; |
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| (b) | the position reflected by the Searches may not be fully up-to-date (and this risk may be higher while emergency measures introduced by the Irish Government in light of the COVID-19 pandemic remain in place); and |
| (c) | searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company or its assets; |
| 3.17 | That there has been no alterations in the status or condition of the Company as disclosed by the Searches; |
| 3.18 | The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Plan Documents; |
Solvency and Insolvency
| 3.19 | That: |
| (a) | the Company is at the date of this Opinion able to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provisions under any applicable laws; and |
| (b) | the Company will not as a consequence of doing any act or thing which the Plan Documents contemplate, permit or require any relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws. |
| 3.20 | That: |
| (a) | no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company any of the assets or undertakings; and |
| (b) | no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any similar or analogous procedure in any jurisdiction has been presented in relation to the Company. |
Commercial Benefit
| 3.21 | that the Plan Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit. |
| 4. | Disclosure |
This Opinion is addressed to you in connection with the Amendment being filed with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Amendment to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of persons whose consent is required under Section 7 of the Securities Act.
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| Yours faithfully, |
| /s/ Arthur Cox LLP ARTHUR COX LLP |
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SCHEDULE
The Plan Documents
| 1. | A copy of the form of the Amendment to be filed by the Company on or about the date of this Opinion; |
| 2. | Copies of the Plans; |
| 3. | A copy of the deed poll of assumption relating to all the Plans executed by the Company dated 18 May 2021; |
| 4. | A copy of the resolutions of the board of directors of the Company regarding the approval of, among other things, the assumption of the Plans and authorising the directors or any authorised persons to take any actions and prepare any documents in connection with the Plans, including the filing of the Amendment with the SEC, dated 14 May 2021, and to grant awards or issue shares pursuant to the Plans; |
| 5. | A copy of the shareholder’s resolution of the Company regarding the approval of, among other things, the adoption of the current constitution of the Company and the assumption by the Company of the Plans dated 14 May 2021; |
| 6. | A corporate certificate of the Secretary of the Company dated 19 May 2021 (the “Corporate Certificate”) for reliance of the information and documents provided in connection to this opinion; |
| 7. | A copy of the Constitution of the Company in the form adopted by resolution of the shareholders of the Company on 14 May 2021 and effective on 18 May 2021 (the “Constitution”); |
| 8. | A copy of the Certificate of Incorporation of the Company dated 16 June 2017; |
| 9. | A copy of the Certificate of Incorporation of Change of Name of the Company dated 10 February 2021; |
| 10. | A copy of the Certificate of Incorporation on re-registration as a public limited company dated 16 February 2021; and |
| 11. | Letter of Status from the Irish Companies Registration Office dated 18 May 2021. |
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Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the following:
| 1) | Amended and Restated Seagate Technology Holdings public limited company 2012 Equity Incentive Plan, |
| 2) | Seagate Technology Holdings Public Limited Company Amended and Restated Employee Stock Purchase Plan, |
| 3) | Dot Hill Systems Corp. 2009 Equity Incentive Plan, |
of our reports dated August 7, 2020, with respect to the consolidated financial statements of Seagate Technology plc and the effectiveness of internal control over financial reporting of Seagate Technology plc included in its Annual Report (Form 10-K) for the year ended July 3, 2020, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
San Jose, California
May 19, 2021