-----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, D7r4GG73eNxAxp52ViiiVC44zLymPExGg12BIrmNwBq8L2jdjGndxkUwEKDpdIiy 0+k/ctd3UlZbfrOOP0gMcw== 0001012870-99-003716.txt : 19991019 0001012870-99-003716.hdr.sgml : 19991019 ACCESSION NUMBER: 0001012870-99-003716 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991018 EFFECTIVENESS DATE: 19991018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTUM CORP /DE/ CENTRAL INDEX KEY: 0000709283 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942665054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-89249 FILM NUMBER: 99730230 BUSINESS ADDRESS: STREET 1: 500 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088944000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 18, 1999 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) ________________ MERIDIAN DATA, INC. 1987 MERIDIAN DATA INCENTIVE STOCK OPTION PLAN 1988 INCENTIVE STOCK PLAN 1995 DIRECTOR OPTION PLAN 1997 INCENTIVE STOCK 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 - ----------------------------------------------------------------------------------------------------- Quantum Corporation - Hard Disk Drive Group Common Stock, par value $0.01 per share (1) (3) $2,987,120 $831 Quantum Corporation - DLT & Storage Group Systems Group Common Stock, par value $0.01 per share (2) - ----------------------------------------------------------------------------------------------------
(1) Includes 313,480 shares of Hard Disk Drive Group Common Stock reserved for issuance and subject to outstanding options under the Meridian Data, Inc. 1987 Meridian Data Incentive Stock Option Plan, 1988 Incentive Stock Plan, 1995 Director Option Plan and 1997 Incentive Stock Plan (collectively, the "Meridian Plans"). (2) Includes 626,813 shares of DLT & Storage Systems Group Common Stock reserved for issuance and subject to outstanding options under the Meridian Plans. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the weighted average exercise price of $4.83 per share of Hard Disk Drive Group Common Stock and $2.35 per share of DLT & Storage Systems Group Common Stock subject to outstanding options under the Meridian Plans. ================================================================================ 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, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 1999, filed pursuant to the 1934 Act; (c) The description of the Company's Hard Disk Drive Group Common Stock and DLT Storage Systems Group 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; and 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 the Delaware General Corporation Law, and the Company has entered into agreements with its officers, directors and certain key employees implementing such indemnification. II-2 ITEM 7. Exemption from Registration Claimed. ----------------------------------- Inapplicable. ITEM 8. Exhibits. -------- Exhibit Description Number ------- --------------------------------------------------------------- 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 6). 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. 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 18th day of October, 1999. 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 - ---------------------------------------- the Board (Principal Executive Officer) October 18, 1999 (Michael A. Brown) /s/ Richard L. Clemmer Executive Vice President and Chief October 18, 1999 - ---------------------------------------- Financial Officer (Principal Financial (Richard L. Clemmer) and Accounting Officer) /s/ Stephen M. Berkley Director October 18, 1999 - ---------------------------------------- (Stephen M. Berkley) /s/ David A. Brown Director October 18, 1999 - ---------------------------------------- (David A. Brown) /s/ Robert J. Casale Director October 18, 1999 - ---------------------------------------- (Robert J. Casale) /s/ Edward M. Esber Director October 18, 1999 - ---------------------------------------- (Edward M. Esber) /s/ Steven C. Wheelwright Director October 18, 1999 - ---------------------------------------- (Steven C. Wheelwright)
INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Description Page ------- ----------- ------------ 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 6 of Registration Statement)...............
EX-5.1 2 OPINION OF COUNSEL Exhibit 5.1 October 18, 1999 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 October 18, 1999 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 313,480 shares of Quantum Corporation-- Hard Disk Drive Group Common Stock, par value $.01 per share, and 626,813 shares of Quantum Corporation--DLT & Storage Systems Group Common Stock, par value $0.01 per share (the "Shares"), reserved for issuance pursuant to the Meridian Data, Inc. 1987 Meridian Data Incentive Stock Option Plan, 1988 Incentive Stock Plan, 1995 Director Option Plan and 1997 Incentive Stock Plan (the "Plans"). As your counsel in connection with the preparation and filing of the Registration Statement, 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, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 CONSENT OF ERNST & YOUNG Exhibit 23.1 CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Meridian Data, Inc. 1987 Meridian Data Incentive Stock Option Plan, 1988 Incentive Stock Plan, 1995 Director Option Plan and 1997 Incentive Stock Plan of Quantum Corporation of our report dated April 26, 1999, with respect to the consolidated financial statements and schedule of Quantum Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California October 13, 1999 EX-23.2 4 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 for the period from 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 October 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----