As filed with the Securities and Exchange Commission on April 22, 1994.
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CONNER PERIPHERALS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-2968210
(State of Incorporation) (IRS Employer Identification No.)
3081 Zanker Road
San Jose, California 95134
(Address of Principal Executive Offices)
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CONNER PERIPHERALS, INC.
Employee Stock Purchase Plan
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Marla A. Stark, Esq.
Vice President, General Counsel and Secretary
CONNER PERIPHERALS, INC.
3081 Zanker Road
San Jose, California 95134
(Name and address of agent for service)
(408) 456-4500
(Telephone number, including area code, of agent for service)
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Copy to:
Tor R. Braham, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Two Palo Alto Square
Palo Alto, California 94306
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------
Common Stock, $.001
par value per share
Upon issuance of 1,500,000 shs. $14.00(1) $21,000,000(1) $7,242
shares under the
Registrant's Employee
Stock Purchase Plan
Total......................................................................... $7,242
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(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $14.00, the average of the high and low prices for the
Registrant's Common Stock as reported on the New York Stock Exchange on
April 20, 1994.
II-2
CONNER PERIPHERALS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "SEC") by Conner Peripherals, Inc.
(the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the 1934 Act since December 31, 1993;
(c) The Company's definitive proxy statement dated March 18, 1994 for
the Company's Annual Meeting of Stockholders held April 19, 1994,
filed with the SEC pursuant to Section 14 of the 1934 Act; and,
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed with the SEC
on September 9, 1992 pursuant to Section 12(b) of the 1934 Act.
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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
II-3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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, as amended (the "1933 Act"). Article VI of the Company's Bylaws
provides for the indemnification of its directors, officers, employees and
other agents to the maximum extent permitted by the Delaware General
Corporation Law. In connection with the reincorporation of the Company
into the State of Delaware on September 8, 1992, the Company entered into
Amended and Restated Indemnification Agreements with its officers,
directors and certain agents which provide such indemnities with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law. In addition, the Company's Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable
for monetary damages for a breach of the directors' fiduciary duty as a
director to the Company and its stockholders, provided that such liability
does not arise from certain proscribed conduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1* Employee Stock Purchase Plan and form of subscription
agreement with respect thereto.
5.1 Opinion of counsel as to the legality of the securities
being registered.
23.1 Consent of independent accountants (see page II-8).
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
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* Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993.
II-4
ITEM 9. UNDERTAKINGS.
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(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 this Registration Statement or any material change
to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 Act, 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 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in this 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 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant 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 whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant 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 San Jose, State of California, on April 21,
1994.
CONNER PERIPHERALS, INC.
By: /s/ P. Jackson Bell
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P. Jackson Bell
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 Finis F. Conner and David T.
Mitchell, jointly and severally, their attorneys-in-fact, each with the
power of substitution, for them in any and all capacities to sign any
amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the SEC,
hereby ratifying and confirming all that each of said attorneys-in-fact, or
his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
II-6
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
---------- ----- ----
/s/ Finis F. Conner Chairman of the Board and Chief April 21, 1994
- --------------------------------------- Executive Officer (Principal
(Finis F. Conner) Executive Officer)
/s/ David T. Mitchell President, Chief Operating Officer and April 21, 1994
- --------------------------------------- Director
(David T. Mitchell)
/s/ William J. Schroeder Vice Chairman and Director April 21, 1994
- ---------------------------------------
(William J. Schroeder)
/s/ P. Jackson Bell Executive Vice President and Chief April 21, 1994
- --------------------------------------- Financial Officer (Principal Financial
(P. Jackson Bell) and Accounting Officer)
/s/ Mark Rossi Director April 21, 1994
- ---------------------------------------
(Mark Rossi)
/s/ Linda Wertheimer Hart Director April 21, 1994
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(Linda Wertheimer Hart)
/s/ William S. Anderson Director April 21, 1994
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(William S. Anderson)
/s/ Ambassador L. Paul Bremer III Director April 21, 1994
- ---------------------------------------
(Ambassador L. Paul Bremer III)
II-7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated January 20, 1994 which appears on page 29 of the 1993 Annual Report
to Stockholders of Conner Peripherals, Inc., which is incorporated by
reference in Conner Peripherals, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1993. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears
on page S-3 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
San Jose, California
April 21, 1994
II-8
INDEX TO EXHIBITS
Exhibit
Number Description
- ---------- -----------
4.1* Employee Stock Purchase Plan and form of
subscription agreement with respect thereto........
5.1 Opinion of counsel as to legality of the
securities being registered........................
23.1 Consent of Independent Accountants................. Page II-8 of Registration
Statement
23.2 Consent of Counsel................................. Contained in Exhibit 5.1
24.1 Power of Attorney.................................. Page II-6 of Registration
Statement
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* Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
CONNER PERIPHERALS, INC.
April 21, 1994