8-K

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): August 26, 2005

Maxtor Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-16447
(Commission File No.) 77-0123732
(I.R.S. Employer Identification
No.)

500 McCarthy Blvd., Milpitas, California 95035
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 894-5000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

     On August 26, 2005, Maxtor Corporation (the “Company”) entered into a letter agreement amending that certain Purchase Agreement dated as of August 9, 2005 (the “Purchase Agreement”) by and between the Company and Citigroup Global Markets Inc., as representative of itself, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Initial Purchasers”) which related to the purchase of an aggregate principal amount of $300 million of 2.375% Convertible Senior Notes due 2012 (the “Notes”), with a 30-day overallotment option for an additional $45 million aggregate principal amount of the Notes. The letter agreement (the “Purchase Agreement Amendment”) amends the terms of the overallotment option granted to Initial Purchasers in the Purchase Agreement so that it may be exercised more than one time upon notice to the Company, which may be given at any time prior to September 8, 2005.

     The above description of the Purchase Agreement and Purchase Agreement Amendment is qualified in its entirety by reference to the terms of the Purchase Agreement and Purchase Agreement Amendment, copies of which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q.

Item 8.01 Other Events.

     The Company announced today that it sold an additional $26 million of the Notes pursuant to an exercise of the Initial Purchasers’ overallotment option. The Notes were sold in the United States to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance upon Regulation S under the Securities Act. The sale announced today by the Company is in addition to the $300 million of Notes sold on August 15, 2005, bringing the total amount sold to $326 million. A description of the material terms of the Notes was provided under cover of Form 8-K filed with the Securities and Exchange Commission on August 15, 2005, and is incorporated herein by reference.

     A copy of a press release announcing the exercise of the overallotment option is attached as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit	Description
99.1	Maxtor Corporation press release dated August 31, 2005 regarding amendment to Purchase Agreement and exercise of the overallotment option

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.

	MAXTOR CORPORATION
Date: August 31, 2005	By:	/s/ Duston M. Williams
	Name:	Duston M. Williams
	Title:	Executive Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Maxtor Corporation press release dated August 31, 2005 regarding amendment to Purchase Agreement and exercise of the overallotment option

EX-99.1

Exhibit 99.1

Stabilisation / FSA Jenifer Kirtland
Maxtor Investor Relations
(408) 324-7056
jenifer_kirtland@maxtor.com

Maxtor Corporation Announces Exercise of Overallotment Option
for an Additional $26 Million of 2.375% Convertible Senior Notes Due 2012

MILPITAS, CA, August 31, 2005 — Maxtor Corporation (NYSE: MXO) announced today that the initial purchasers of its private offering of 2.375% of Convertible Senior Notes due 2012 exercised their right to purchase an additional $26 million of notes, bringing the total amount sold to $326 million. As previously announced, on August 15, 2005 the Company completed a private placement of an aggregate principal amount of $300 million of 2.375% Convertible Senior Notes due 2012, with a 30-day overallotment option for an additional $45 million aggregate principal amount of the notes. The Company and the initial purchasers also amended the purchase agreement so that the initial purchasers can exercise the overallotment option more than once during the 30-day period expiring on September 8, 2005, for up to an aggregate principal amount of $45 million.

The Company intends to use the net proceeds to retire outstanding debt, including retirement of up to an aggregate $150 million of its 6.80% Convertible Senior Notes due 2010, of which the Company has retired to date approximately $94.3 million, and for other general corporate purposes. Pending application of funds, the Company expects to invest the net proceeds in investment-grade, interest-bearing securities.

The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and were offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside of the United States in reliance on Regulation S under the Securities Act. Unless so registered, the notes and common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Maxtor

Maxtor Corporation is one of the world’s leading suppliers of information storage solutions. The Company has an expansive line of storage products for desktop computers, near-line storage, high-performance Intel-based servers, and consumer electronics. Maxtor has a reputation as a proven market leader built by consistently providing high-quality products and service and support for its customers. Maxtor is traded on the NYSE under the MXO symbol.

Certain statements in this press release may be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Generally, the words “believe,” “expect,” “intend,” “anticipate,” “will,” “may” and similar expressions identify forward-looking statements. These statements are only predictions. The Company makes these forward-looking statements based upon information available on the date hereof, and it has no obligation (and expressly disclaims any such obligation) to update or alter any such forward-looking statements, whether as a result of new information, future events, or otherwise. See the Company’s Form 10-Q for the period ended July 2, 2005 for a further discussion of these and other risks and uncertainties applicable to the Company’s business.