As filed with the Securities and Exchange Commission on July 2, 1997.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 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) (IRS Employer Identification No.)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
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1996 Board of Directors Stock Option Plan
(Full title of the plan)
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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
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share* Offering Price*
- ------------------------------------------------------------------------------------------------------------------------
Common Stock 600,000 $20.125 $12,075,000 $3,659.09
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<FN>
* Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the
prices of the Company's Common Stock as reported on the Nasdaq National Market on June 27, 1997.
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</FN>
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, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's current report on Form 8-K filed June 2,
1997 pursuant to Section 13 of the 1934 Act.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed August 1, 1983
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.
Inapplicable
Item 5. Interests of Named Experts and Counsel.
Inapplicable
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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 Company's Bylaws
provide for the mandatory indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by Delaware
General Corporation Law, and the Company has entered into agreements
with its officers, directors and certain key employees implementing
such indemnification.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Exhibit
Number Description
------ -----------
4.1 1996 Board of Directors Stock Option Plan and Form of Option
Agreement.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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
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initial bonafide 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 bonafide 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.
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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 2nd day of July, 1997.
QUANTUM CORPORATION
By: \s\ RICHARD L. CLEMMER
-----------------------
Richard L. Clemmer,
Chief Financial Officer
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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 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 July 2, 1997
Michael A. Brown (Principal Executive Officer)
\s\RICHARD L. CLEMMER
- ------------------------- Chief Financial Officer (Principal July 2, 1997
Richard L. Clemmer Financial and Accounting Officer)
\s\STEPHEN M. BERKLEY
- ------------------------- Chairman of the Board July 2, 1997
Stephen M. Berkley
\s\DAVID A. BROWN
- ------------------------- Director July 2, 1997
David A. Brown
\s\ROBERT J. CASALE
- ------------------------- Director July 2, 1997
Robert J. Casale
\s\EDWARD M. ESBER
- ------------------------- Director July 2, 1997
Edward M. Esber
\s\STEVEN C. WHEELWRIGHT
- ------------------------- Director July 2, 1997
Steven C. Wheelwright
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- --------------------------------------------------------------------------------
4.1 1996 Board of Directors Stock Option Plan and Form of Option
Agreement.............................................................. 11
5.1 Opinion of counsel as to legality of securities being registered....... 9
23.1 Consent of Ernst & Young LLP, Independent Auditors .................... 10
23.2 Consent of Counsel (contained in Exhibit 5.1).......................... 9
24.1 Power of Attorney (see Page II-5 of Registration Statement)............ 7