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EXHIBIT 1.2
Pricing Agreement
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
c/o Goldman, Sachs & Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AUGUST 20, 1997
Ladies and Gentlemen:
Read-Rite Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated August 20, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
LLC and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Firm Securities set forth opposite the name of such
Underwriter in Schedule I hereto and (b) in the event and to the extent that the
Underwriters shall
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exercise the election to purchase Optional Securities, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company at
the purchase price to the Underwriters set forth in Schedule II hereto that
portion of the principal amount of Optional Securities as to which such election
shall have been exercised.
The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the principal amount of Optional Securities set
forth opposite the name of such Underwriter in Schedule I hereto on the terms
referred to in the paragraph above for the sole purpose of converting over
allotments in the sale of the Firm Securities. Any such election to purchase
Optional Securities may be exercised by written notice from the Representatives
to the Company given within a period of 30 calendar days after the date of this
Pricing Agreement, setting forth the principal amount of Optional Securities to
be purchased and the date on which such Optional Securities are to be delivered,
as determined by the Representatives, but in no event earlier than the First
Time of Delivery or, unless the Representatives and the Company otherwise agree
in writing, no earlier than two or later than ten business days after the date
of such notices.
[The remainder of this page has
intentionally been left blank]
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If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
READ-RITE CORPORATION
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and General Counsel
ACCEPTED AS OF THE DATE HEREOF:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/▇▇▇▇▇▇▇, Sachs & Co.
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(▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.)
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SCHEDULE I
Principal Maximum
Amount of Principal
Firm Amount of
Securities Optional Securities
to be which may be
Underwriter Purchased Purchased
----------- --------- ---------
▇▇▇▇▇▇▇, Sachs & Co. $240,000,000 $36,000,000
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLC 30,000,000 4,500,000
▇▇▇▇▇ ▇▇▇▇▇▇ Inc. 30,000,000 4,500,000
------------ -------------
Total $300,000,000 $45,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6 1/2% Convertible Subordinated Notes due September 1, 2004.
AGGREGATE PRINCIPAL AMOUNT OF DESIGNATED SECURITIES:
Aggregate principal amount of Firm Securities: $300,000,000
Maximum Aggregate principal amount of Optional Securities that may be
purchased: $45,000,000
PRICE TO PUBLIC:
100% of the principal amount of the Designated Securities. Interest
shall accrue from August 25, 1997.
PURCHASE PRICE BY UNDERWRITERS:
97.5% of the principal amount of the Designated Securities. Interest
shall accrue from August 25, 1997.
CONVERSION RATE:
Initially 24.8524 shares of Common Stock for each $1,000 principal
amount of Designated Securities, subject to adjustment upon the occurrence of
certain events.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated custodian,
to be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds by wire transfer.
TIME OF DELIVERY:
10:00 a.m. (New York City time), on August 25, 1997.
INDENTURE:
The Subordinated Indenture in the form included as an exhibit to the
Registration Statement at the time such Registration Statement became effective.
MATURITY:
September 1, 2004
INTEREST RATE:
6 1/2% per annum.
INTEREST PAYMENT DATES:
March 1 and September 1, commencing March 1, 1998.
REDEMPTION PROVISIONS:
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The Designated Securities will not be subject to redemption prior to
September 7, 2000 and will be redeemable on and after such date at the option of
the Company, in whole or in part, upon not less than 20 nor more than 60 days'
notice to each Holder, at the prices set forth below plus accrued and unpaid
interest, if any, to the redemption date.
The redemption price (expressed as a percentage of principal amount) is
as follows for the 12-month periods beginning on September 1 of the following
years (beginning September 7, 2000, and ending on August 31, 2001, in the case
of the first such period).
REDEMPTION
YEAR PRICE
---- -----
2000 103.714
2001 102.786
2002 101.857
2003 100.929
and thereafter is equal to 100% of the principal amount, in each case together
with accrued interest to, but excluding, the date of redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL:
Upon a Change in Control (as defined in the Supplemental Indenture),
Holders of Designated Securities will have the right, subject to certain
conditions and restrictions, to require the Company to purchase all or part of
their Designated Securities at 100% of the principal amount thereof, plus
accrued interest to the repurchase date. The repurchase price is payable in cash
or, at the option of the Company but subject to the satisfaction of certain
conditions on the part of the Company as set forth in the Supplemental
Indenture, in shares of Common Stock (valued at 95% of the average closing
prices of the Common Stock for the five trading days immediately preceeding the
second trading day prior to the repurchase date).
DEFEASANCE PROVISIONS:
The defeasance and covenant defeasance provisions set forth in Article
Thirteen of the Subordinated Indenture will apply to the Designated Securities.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NAMES AND ADDRESSES OF REPRESENTATIVES:
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▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLC
▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Addresses for Notices, etc.:
c/o Goldman, ▇▇▇▇▇ & Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Registration Department
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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Read-Rite Corporation
Schedule III to Pricing Agreement
dated August 20, 1997
List of Individuals to Sign Lock-Up Agreements
Executive Officers
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Directors
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
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August 20, 1997
▇▇▇▇▇▇▇, SACHS & CO.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
As Representatives of the
several Underwriters
c/o Goldman, Sachs & Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
The undersigned understands that you propose to underwrite a public offering of
up to $345,000,000 aggregate principal amount of the Convertible Subordinate
Notes Due 2004 (the "Notes") (including the over-allotment option for
$45,000,000) (the "Securities"), of Read-Rite Corporation, a Delaware
corporation (the "Company"). In consideration therefor and for other good and
valuable consideration, and in recognition of the benefits that will accrue to
the undersigned as a result thereof, the undersigned hereby irrevocably agrees
that the undersigned will not, from the date hereof and for a period of 90 days
after the date of the Pricing Agreement (the "Pricing Agreement") between the
Company and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. as
Representatives of the several underwriters, in connection with such offering,
without the prior written consent of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., (i) offer to sell,
sell, contract to sell or otherwise dispose of any Securities or any shares of
Common Stock or any securities substantially similar to the Securities or Common
Stock, including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive shares of Common Stock
or any substantially similar securities, or (ii) establish a "put equivalent
position" with respect to the Common Stock or the Securities within the meaning
of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or (iii)
publicly announce an intention to take any of the actions set forth in (i) or
(ii) above; provided, however, that beginning 30 days following the date hereof,
the undersigned may sell or otherwise dispose of (in one or more transactions)
up to an aggregate of 50,000 Shares of Common Stock.
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The Company and its transfer agent are hereby authorized to enforce this
agreement by refusing to permit transfers which the Company believes may violate
this agreement.
Very truly yours,
By:
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Print Name:
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