-----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, DWYjMIxbK2zbdaVlqCE6ezWbtFjVNEYXQ+DgQq68sjdV2YFp+W9Vn9F1VFAaDwzB vm2cqLnDBWBMe8SubEOIxw== 0001193125-06-175436.txt : 20060817 0001193125-06-175436.hdr.sgml : 20060817 20060817171119 ACCESSION NUMBER: 0001193125-06-175436 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED DIGITAL INFORMATION CORP CENTRAL INDEX KEY: 0000770403 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 911618616 STATE OF INCORPORATION: WA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21103 FILM NUMBER: 061041495 BUSINESS ADDRESS: STREET 1: P O BOX 97057 STREET 2: 11431 WILLOWS RD CITY: REDMOND STATE: WA ZIP: 98073-9757 BUSINESS PHONE: 4258953232 MAIL ADDRESS: STREET 1: P.O. BOX 97057 STREET 2: P O BOX 97057 CITY: REDMOND STATE: WA ZIP: 98073-9757 FILED BY: 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: 425 BUSINESS ADDRESS: STREET 1: 1650 TECHNOLOGY DRIVE STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 408 944 4000 MAIL ADDRESS: STREET 1: 1650 TECHNOLOGY DRIVE STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 425 1 d8k.htm CURRENT REPORT ON FORM 8-K Current Report on Form 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 17, 2006

QUANTUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 

1-13449
  94-2665054
(Commission File No.)   (IRS Employer Identification No.)

1650 Technology Drive, Suite 800

San Jose, CA 95110

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 944-4000

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 (see General Instruction A.2. below):

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

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

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

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

 



ITEM 8.01 OTHER EVENTS.

On August 17, 2006, Quantum Corporation (the “Company”) issued a press release announcing that on August 22, 2006, the Company expects to complete the acquisition of Advanced Digital Information Corporation (“ADIC”) as contemplated by the Agreement and Plan of Merger by and among the Company, Agate Acquisition Corp. and ADIC, dated May 2, 2006 (the “Merger Agreement”), pending approval by ADIC shareholders at a special meeting on Friday, August 18, 2006. The Company also announced that ADIC shareholders will have until 5:00 p.m. EDT, on Aug. 18, to elect to receive 3.461 shares of Company common stock for each share of ADIC common stock (subject to pro rata limitations as described in the Company’s Registration Statement on Form S-4, as filed with the Commission on June 13, 2006 and amended on July 20, 2006) or to revoke their previous election, pursuant to the Merger Agreement.

The Merger Agreement is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on May 5, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The attached press release is also filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

 

  2.1    Agreement and Plan of Merger by and among Quantum Corporation, Agate Acquisition Corp. and Advanced Digital Information Corporation, dated May 2, 2006 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on May 5, 2006)
99.1    Press Release issued by Quantum Corporation, dated August 17, 2006


Signatures

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.

 

   

Quantum Corporation

Dated: August 17, 2006    

By:

  /s/ Shawn Hall
       

Shawn Hall

Vice President, General Counsel and Secretary

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Quantum Expects Acquisition of ADIC to Be Completed on August 22

SAN JOSE, Calif., Aug. 17 /PRNewswire-FirstCall/ — Quantum Corp. (NYSE: DSS), a global leader in storage, today announced that it expects to complete the acquisition of Advanced Digital Information Corp. (Nasdaq: ADIC) on Tuesday, Aug. 22, 2006, pending approval by ADIC shareholders at a special meeting on Friday, Aug. 18.

With the acquisition expected to close on Aug. 22, ADIC shareholders will have until 5:00 p.m. EDT, on Aug. 18, to elect to receive 3.461 Quantum shares for each ADIC share in connection with the acquisition (subject to pro rata limitations as described in the Form S-4 filed by Quantum with the SEC on July 20, 2006) or to revoke their previous election. ADIC shareholders not making a stock election will receive $12.25 per ADIC share in cash upon close.

About Quantum

Quantum Corp., a global leader in storage, delivers highly reliable backup, recovery and archive solutions that meet demanding requirements for data integrity and availability with superior price/performance and comprehensive service and support. Quantum offers customers of all sizes an unparalleled range of solutions, from leading tape drive and media technologies, autoloaders and libraries to disk-based backup systems. Quantum is the world’s largest volume supplier of tape automation, one of the leading providers of tape drives, and a pioneer in the development of disk-based systems optimized for backup and recovery. Quantum Corp., 1650 Technology Drive, Suite 700, San Jose, CA 95110, (408) 944-4000, www.quantum.com.

NOTE: Quantum and the Quantum logo are trademarks of Quantum Corporation registered in the United States and other countries. All other trademarks are the property of their respective owners.

“Safe Harbor” Statement under the U.S. Private Securities Litigation Reform Act of 1995: This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the expected timing for closing the ADIC acquisition. Such statements are just predictions and involve risks and uncertainties such that actual results and performance may differ materially. Factors that might cause such a difference include the failure to meet all of the necessary closing conditions in the expected time frame. A detailed discussion of other risks and uncertainties that could cause actual results or events to differ materially from the forward-looking statements is included in Quantum’s and ADIC’s most recent filings with the Securities and Exchange Commission, including the Registration Statement on Form S-4 filed on July 20, 2006. Quantum and ADIC undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this presentation.

Additional Information and Where to Find It

On July 20, 2006, Quantum filed with the SEC a Registration Statement on Form S-4 in connection with the acquisition by Quantum of ADIC, and, on July 21, 2006, ADIC mailed to its stockholders a Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Proxy Statement/Prospectus contain important information about Quantum, ADIC, the transaction and related matters. Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. Investors and stockholders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Quantum and ADIC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from Quantum by contacting Investor Relations at (408) 944-4450 or IR@quantum.com, or from ADIC by contacting Stacie Timmermans at (425) 881-8004 or stacie.timmermans@adic.com.

Quantum and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ADIC in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Proxy Statement/Prospectus described above.

SOURCE Quantum Corporation 08/17/2006 CONTACT: Brad Cohen, Public Relations, +1-408-944-4044, or brad.cohen@quantum.com, or Jenny Lee, Investor Relations, +1-408-944-4450, or ir@quantum.com, both of Quantum Corp. Web site: http://www.quantum.com (DSS ADIC)

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