As filed with the Securities and Exchange Commission on April 27, 1995.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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 and Zip Code of Principal Executive Offices)
Conner Peripherals, Inc. 1995 Director Stock Plan
Conner Peripherals, Inc. Employee Stock Purchase Plan
(Full title of the plan(s))
Susan J. Wolfe, Esq.
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)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
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 shares under the 300,000 shs. $ 9.750(1) $ 2,925,000(1) $1,008.63
Registrant's 1995 Director Stock Plan
Upon issuance of shares under the 2,300,000 shs. $ 8.288(2) $19,061,250(2) $6,572.89
Registrant's Employee Stock Purchase Plan
Total............................................................................................... $7,581.52
========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $9.75, the average of the high and low prices for the Registrant's
Common Stock as reported on the New York Stock Exchange on April 25, 1995.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of 85% of $8.288, the average of the high and low prices for the
Registrant's Common Stock as reported on the New York Stock Exchange on
April 25, 1995.
CONNER PERIPHERALS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE 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 (the "SEC") by Conner Peripherals, Inc.
(referred to herein as the "Registrant" or the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) 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;
and
(c) The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A
filed with the SEC on November 29, 1994 pursuant to Section 12(b)
of the 1934 Act.
All documents subsequently 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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, 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 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
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director to the Company and its stockholders, provided that such liability
does not arise from certain proscribed conduct. Further, the Company
entered into contractual agreements with its officers, directors and
certain agents which (i) provide such indemnities with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law and (ii) resolve certain procedural and substantive matters
that aren't covered, or are covered in less detail, in the Company's
Bylaws, Certificate of Incorporation and the Delaware General Corporation
Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ ---------------------------------------------
4.1 Employee Stock Purchase Plan, as amended.
4.2(1) 1995 Director Stock Plan.
5.1 Opinion of counsel as to the legality of the securities being
registered.
23.1 Consent of independent accountants (see page II-7).
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5 and II-6).
___________
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K filed with the Securities and Exchange Commission for the fiscal
year ended December 31, 1994.
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 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.
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(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.
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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 26,
1995.
CONNER PERIPHERALS, INC.
By: /s/ P. Jackson Bell
--------------------------------------
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 P. Jackson Bell,
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.
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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 25, 1995
- ------------------------------------- Executive Officer (Principal
(Finis F. Conner) Executive Officer)
/s/ David T. Mitchell President, Chief Operating April 25, 1995
- ------------------------------------- Officer and Director
(David T. Mitchell)
/s/ W. Howard Lester Director April 25, 1995
- -------------------------------------
(W. Howard Lester)
/s/ P. Jackson Bell Executive Vice President and April 26, 1995
- ------------------------------------- Chief Financial Officer
(P. Jackson Bell) (Principal Financial and
Accounting Officer)
/s/ Mark S. Rossi Director April 25, 1995
- -------------------------------------
(Mark S. Rossi)
Director April , 1995
- -------------------------------------
(Linda Wertheimer Hart)
/s/ R. Elton White Director April 25, 1995
- -------------------------------------
(R. Elton White)
/s/ Ambassador L. Paul Bremer III Director April 25, 1995
- -------------------------------------
(Ambassador L. Paul Bremer III)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 11, 1995 which appears on
page 39 of the 1994 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, 1994. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page S-2 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse
San Jose, California
April 26, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
CONNER PERIPHERALS, INC.
April 26, 1995
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- -----------
4.1 Employee Stock Purchase Plan, as amended.................
5.1 Opinion of counsel as to legality of the securities
being registered.........................................
23.1 Consent of independent accountants....................... Page II-7 of
Registration
Statement
23.2 Consent of counsel....................................... Contained in Exhibit 5.1
24.1 Power of Attorney........................................ Page II-5 and II-6 of
the Registration Statement