-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYLt9AZFuOaYfpu5681f2OCEqPRV6rs84DdkVBo1JdsLKfJ6Zmr3k8zZm0BJll5D Y8ZOqF0y6db0DL89dpF27A== /in/edgar/work/20000727/0000930661-00-001797/0000930661-00-001797.txt : 20000921 0000930661-00-001797.hdr.sgml : 20000921 ACCESSION NUMBER: 0000930661-00-001797 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000727 EFFECTIVENESS DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTUM CORP /DE/ CENTRAL INDEX KEY: 0000709283 STANDARD INDUSTRIAL CLASSIFICATION: [3572 ] IRS NUMBER: 942665054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42358 FILM NUMBER: 680162 BUSINESS ADDRESS: STREET 1: 500 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088944000 MAIL ADDRESS: STREET 1: 500 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on July 27, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ______________________ QUANTUM CORPORATION (Exact name of issuer as specified in its charter) ______________________ DELAWARE 94-2665054 (State of incorporation) (I.R.S. Employer Identification Number) 500 McCarthy Boulevard Milpitas, California 95035 (Address of principal executive offices) ______________________ 1993 LONG-TERM INCENTIVE PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan(s)) ______________________ Richard L. Clemmer Chief Financial Officer Quantum Corporation 500 McCarthy Boulevard Milpitas, California 95035 (Name and address of agent for service) (408) 894-4000 (Telephone number, including area code, of agent for service) ______________________ Copy to: Steven E. Bochner, Esq. WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 ______________________ CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed Proposed Amount Maximum Maximum Title of Securities to be to be Offering Price Aggregate Amount of Registered Registered* Per Share Offering Price Registration Fee - --------------------------------------------------------------------------------------------------------------- HDDG Common Stock, par value $0.01 per share 5,027,013 (1) $11.84(3) $ 59,519,834(3) $15,840 DSSG Common Stock, par value $0.01 per share 9,445,182 (2) $10.66(4) $100,685,640(4) $26,664 - --------------------------------------------------------------------------------------------------------------- ===============================================================================================================
* The shares covered by this Registration Statement represent the shares of HDDG Common Stock and DSSG Common Stock which have become available for issuance under the Registrant's 1993 Long-Term Incentive Plan and Employee Stock Purchase Plan as a result of their share replenishment features. (1) Includes 3,351,342 shares reserved for issuance pursuant to the 1993 Long- Term Incentive Plan and 1,675,671 shares reserved for issuance pursuant to the Employee Stock Purchase Plan. (2) Includes 6,296,788 shares reserved for issuance pursuant to the 1993 Long- Term Incentive Plan and 3,148,394 shares reserved for issuance pursuant to the Employee Stock Purchase Plan. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low price of the Company's HDDG Common Stock as reported on the New York Stock Exchange on July 21, 2000. (4) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low price of the Company's DSSG Common Stock as reported on the New York Stock Exchange on July 21, 2000. QUANTUM CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. --------------------------------------- There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (Quantum Corporation is sometimes referred to herein as the "Company"): (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Company's Form S-8 Registration Statement under the Securities Act of 1933, as amended (File No. 333-84851) which became effective on August 10, 1999; and (c) The description of the Company's Common Stock and Preferred Share Purchase Rights contained in the Company's Registration Statement on Form 8-A filed July 21, 1999 pursuant to Section 12(b) of the 1934 Act and any amendment or report filed for the purpose of updating any such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. Description of Securities. ------------------------- Inapplicable. ITEM 5. Interests of Named Experts and Counsel. -------------------------------------- Inapplicable. ITEM 6. Indemnification of Directors and Officers. ----------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. The Company's Bylaws provide for the mandatory indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Delaware General Corporation Law, and the Company has entered into agreements with its officers, directors and certain key employees implementing such indemnification. ITEM 7. Exemption from Registration Claimed. ------------------------------------ Inapplicable. II-1 ITEM 8. Exhibits. -------- Exhibit Number Description --------- ----------------------------------------------------------------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Independent Accountants' Consent. 23.3 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5). 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of the Company, indemnification agreements entered into between the Company and its officers and directors or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission 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 Company in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Company 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 of 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. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Quantum Corporation, a corporation organized and existing under the laws of the State of Delaware, 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 Milpitas, State of California, on this 26th day of July, 2000. QUANTUM CORPORATION By: /s/ Richard L. Clemmer ____________________________________ Richard L. Clemmer, Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. Brown and Richard L. Clemmer, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - ---------------------------------------- --------------------------------------- ------------- /s/ Michael A. Brown Chief Executive Officer and Chairman of July 26, 2000 ________________________________________ (Michael A. Brown) the Board (Principal Executive Officer) /s/ Richard L. Clemmer Executive Vice President and Chief July 26, 2000 ________________________________________ (Richard L. Clemmer) Financial Officer (Principal Financial and Accounting Officer) /s/ Stephen M. Berkley Director July 26, 2000 ________________________________________ (Stephen M. Berkley) /s/ David A. Brown Director July 26, 2000 ________________________________________ (David A. Brown) /s/ Robert J. Casale Director July 26, 2000 ________________________________________ (Robert J. Casale) Director July 26, 2000 ________________________________________ (Edward M. Esber) /s/ Gregory W. Slayton Director July 26, 2000 ________________________________________ (Gregory W. Slayton) /s/ Steven C. Wheelwright Director July 26, 2000 ________________________________________ (Steven C. Wheelwright)
II-3 INDEX TO EXHIBITS
Exhibit Number Description - ----------- ------------------------------------------------------------------------------ 5.1 Opinion of Counsel............................................................ 23.1 Consent of Ernst & Young LLP, Independent Auditors........................... 23.2 Independent Accountants' Consent.............................................. 23.3 Consent of Counsel (contained in Exhibit 5.1)................................. 24.1 Power of Attorney (see Page II-5 of Registration Statement)...................
EX-5.1 2 0002.txt OPINION OF WILSON SONSINI Exhibit 5.1 July 27, 2000 Quantum Corporation 500 McCarthy Boulevard Milpitas, CA 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about July 26, 2000 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 5,027,013 shares of Quantum Corporation-- HDDG Common Stock, par value $.01 per share, and 9,445,182 shares of Quantum Corporation--DSSG Common Stock, par value $0.01 per share (the "Shares"), reserved for issuance pursuant to the 1993 Long-Term Incentive Plan and the Employee Stock Purchase Plan (the "Plans"). As your counsel in connection with the transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares pursuant to the Plans. It is our opinion, when issued and sold in the manner referred to in the Plans, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendment thereto. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 3 0003.txt CONSENT OF ERNST & YOUNG, LLP Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1993 Long-Term Incentive Plan and the Employee Stock Purchase Plan of Quantum Corporation of our reports dated April 24, 2000, with respect to the consolidated financial statements and schedule of Quantum Corporation, the combined financial statements and schedule of the DLT & Storage Systems group of Quantum Corporation and the combined financial statements and schedule of the Hard Disk Drive group of Quantum Corporation, included in Quantum Corporation's Annual Report (Form 10- K) for the year ended March 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California July 21, 2000 EX-23.2 4 0004.txt INDEPENDENT ACCOUNTANTS CONSENT Exhibit 23.2 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors and Members MKE-Quantum Components LLC: We consent to the incorporation by reference in the registration statement on Form S-8 of Quantum Corporation of our report dated April 14, 1998, except for notes 6(b) and 12, which are as of June 5, 1998, with respect to the consolidated balance sheet of MKE-Quantum Components LLC as of March 5, 1998, and the related consolidated statements of operations, members' equity, and cash flows from the period May 16, 1997 (Inception) through March 31, 1998, which report appears in Form 8-K of Quantum Corporation dated March 26, 1999. /s/ KPMG LLP Boston, Massachusetts July 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----