Filed Pursuant to Rule 424(b)(7)

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-122149

 

PROSPECTUS SUPPLEMENT NO. 1

TO PROSPECTUS DATED DECEMBER 1, 2005

 

50,000,987

 

LOGO

 

COMMON SHARES

 

 

This prospectus supplement supplements information contained in the prospectus dated December 1, 2005 covering the resale by selling shareholders of 50,000,987 of our common shares. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

 

 

Investing in our common shares involves risk. See “Risk Factors” beginning on page 2 of the prospectus.

 

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The information in the table appearing under the caption “Selling Shareholders” in the prospectus is amended by adding the information below with respect to a person not previously listed in the prospectus or in any amendments or supplements thereto:

 

Name of Selling Shareholder

    Prior to the Offering
    Number of
Common
Shares
Registered
for
Resale2
   After the Offering
   Number of
Common Shares
Beneficially
Owned1
  Percentage
of Common
Shares
Outstanding
      Number of
Common Shares
Beneficially
Owned
    Percentage of
Common
Shares
Outstanding

Senior Management, Their Transferees and Certain Other Holders3:

                       

Nigel Charles Macleod4

    350,1085   *    116,7006   233,408    *
  * Less than one percent of the Seagate common shares outstanding as of October 21, 2005.

 

  1 The amounts set forth in this column include the common shares beneficially owned by each selling shareholder as of October 21, 2005 (including options to purchase Seagate common shares that are exercisable as of October 21, 2005 or will become exercisable within sixty days thereof) as well as those common shares that have been or will be distributed on a monthly basis to such selling shareholder by New SAC subsequent to September 30, 2005 as part of New SAC’s previously disclosed distribution strategy with respect to its holdings of Seagate common shares described in the section of the prospectus entitled “Selling Shareholders – About New SAC and its Distributions to the Selling Shareholders”. In addition, unless otherwise noted, these amounts include the quarterly distribution of Seagate common shares to the selling shareholders by New SAC that is expected to be made in January 2006.

 

  2 The amounts set forth in this column are the amounts of Seagate common shares that may be offered by each selling shareholder using this prospectus supplement and represent those Seagate common shares that have been or will be distributed on a monthly basis to such selling shareholder by New SAC subsequent to September 30, 2005 as part of New SAC’s previously disclosed distribution strategy with respect to its holdings of Seagate common shares described in the section of the prospectus entitled “Selling Shareholders – About New SAC and its Distributions to the Selling Shareholders”. These amounts do not include the quarterly distributions to the selling shareholders by New SAC that were made in May, July and October 2005 or the quarterly distribution that is expected to be made in January 2006 or any other common shares of ours that selling shareholders may own beneficially or otherwise.

 

  3 This category includes selling shareholders who (i) are currently or have in the past served in a senior management capacity for Seagate (i.e. Senior Vice President and above), (ii) are currently members of the board of directors of Seagate who are not otherwise described in the selling shareholder table (iii) will hold more than 100,000 shares of Seagate stock upon completion of the monthly and quarterly distributions described in the section of the prospectus entitled “Selling Shareholders – About New SAC and its Distributions to the Selling Shareholders” or (iv) have received shares of New SAC from any of such persons described in (i), (ii) or (iii).

 

  4 Former Seagate employee.

 

  5 Includes 107,631 Seagate common shares that will be held by the Macleod Family Partnership upon completion of the monthly and quarterly distributions described in the section of the prospectus entitled “Selling Shareholders – About New SAC and its Distributions to the Selling Shareholders”. Mr. Macleod and Hilary Macleod serve as the general partners of the Macleod Family Partnership and exercise dispositive power over the Seagate common shares.

 

  6 Includes 35,875 Seagate common shares that will be held by the Macleod Family Partnership upon completion of the monthly distributions described in the section of the prospectus entitled “Selling Shareholders – About New SAC and its Distributions to the Selling Shareholders”. Mr. Macleod and Hilary Macleod serve as the general partners of the Macleod Family Partnership and exercise dispositive power over the Seagate common shares.

 

 

The date of this prospectus supplement is December 8, 2005.