SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| | |
¨ Preliminary Proxy Statement | | ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ Definitive Proxy Statement | | |
¨ Definitive Additional Materials | | |
x Soliciting Material under § 240.14a-12 | | |
ADVANCED DIGITAL INFORMATION CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration No: |
July 26, 2006
Email to current ADIC Employee Stock Purchase Plan Participants from Yukio Morikubo, ADIC General Counsel
Team members,
Due to the pending merger of ADIC with Quantum (the “Merger”), this will be the last cycle for the ADIC Employee Stock Purchase Plan (ESPP). For those of you who are participating in the current cycle of the ADIC ESPP plan, this communication outlines what you can expect to occur with respect to ADIC’s ESPP for this offering period.
First of all, congratulations on your participation in the ADIC ESPP. Assuming ADIC share prices remain at current levels, the ADIC shares purchased through the ESPP this period will cost about $7.5438, which is a 15% discount from the market price at the beginning of the period. With respect to these shares and any other ESPP shares you have accumulated over time, you won’t have to do anything to take advantage of the $12.25 per share price that Quantum will pay for ADIC shares in connection with the Merger.
The last date for participant contributions to this cycle will occur next week. Because of differing payroll cycles in the US and Europe, ESPP payroll deductions will cease on slightly different dates for US and European team members. In order to allow enough time to purchase ADIC stock and have it in your Smith Barney account prior to the expected mid-August closing date, the final ESPP deduction will be onAugust 3rd for US team members, andJuly 31st for European team members. After the final payroll deduction we will purchase the shares; and you will be able to see your shares in your Smith Barney account in mid-August. We will send an email confirming the exact date in the upcoming weeks.
Once the ADIC ESPP shares are in your Smith Barney account, they will be treated as all other outstanding shares that are held by you at the acquisition closing date. Because they were acquired after the record date of July 13, 2006 for voting on the transaction, you will not be entitled to vote these shares at the ADIC shareholders meeting on August 18th, but you will be paid merger consideration for these shares upon closing of the Merger. Cash is the default consideration for your ADIC shares in the Merger.
No further payroll deductions will be made after this final cycle under the ADIC ESPP. Quantum has a similar ESPP but ADIC ESPP participants will have to enroll separately in that plan in the next open enrollment period. Enrollment in the Quantum ESPP will not be automatic simply because you were an ADIC ESPP participant.
If you have any questions regarding this email, please feel free to contact Stacie Timmermans, Jodi Tveit or me.
Thanks,
Yukio
On July 20, 2006, Quantum filed with the SEC a Registration Statement on Form S-4/A containing a definitive Proxy Statement/Prospectus regarding the proposed transaction between Quantum and ADIC. Investors and shareholders are urged to carefully read the Proxy Statement/Prospectus because it contains important information about Quantum, ADIC, the transaction and related matters. The Proxy Statement/Prospectus was mailed to shareholders of ADIC on or about July 21, 2006. The Registration Statement and the Proxy Statement/Prospectus and other relevant materials and any other documents filed by ADIC or Quantum with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov .. Investors and shareholders may obtain free copies of the documents filed by ADIC with the SEC by contacting Investor Relations (425) 881-8004 or Invest@adic.com and of the documents filed by Quantum with the SEC from Quantum by contacting Investor Relations at (408) 944-4450 or IR@quantum.com.
ADIC 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.