As filed with the Securities and Exchange Commission on July 24, 2003

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(AMENDMENT NO.1 TO FORM 10K)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2003

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number 0-13349

QUANTUM CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware

 

94-2665054

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1650 Technology Drive, Suite 800, San Jose, California

 

95110

(Address of Principal Executive Offices)

 

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

QUANTUM CORPORATION-DLT & STORAGE SYSTEMS GROUP COMMON STOCK

NEW YORK STOCK EXCHANGE

RIGHTS TO PURCHASE SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:

7% CONVERTIBLE SUBORDINATED NOTES DUE 2004

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  [X]    NO  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [ X ] No [  ]. 

The aggregate market value of Quantum Corporation’s common stock, $0.01 par value per share, held by nonaffiliates of the Registrant was approximately $208.7 million on September 29, 2002, the last day of the Registrant’s most recently completed second fiscal quarter, based on the closing sales price of the Registrant’s common stock on that date on the New York Stock Exchange. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the Registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.

As of the close of business on June 24, 2003, there were approximately 175.7 million shares of Quantum Corporation’s common stock issued and outstanding.

         The undersigned Registrant hereby amends the Form 10-K originally filed on June 30, 2003 (the “Form 10-K”) relating to the Registrant’s Annual Report filing obligations pursuant to Section 13 or 15(d) of the Exchange Act solely for the purpose of correcting certain clerical errors as set forth herein.  This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.

 

 

Item 6.  Selected Financial Data

         The table on page 15 of the 10-K entitled “Balance Sheet Data” contains incorrect data under the line items “Net current assets (liabilities) of discontinued operations” and “Net non-current assets of discontinued operations” as they relate to March 31, 2000 and March 31, 2001.  Under the line item entitled “Net current assets (liabilities) of discontinued operations” as of March 31, 2000 and March 31, 2001, the correct values (in thousands) are $672,657 and $519,978, respectively.  Under the line item entitled “Net non-current assets of discontinued operations” as of March 31, 2000 and March 31, 2001, the correct values (in thousands) are $179,756 and $241,232, respectively.

 

SIGNATURES

 

         Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 23, 2003

 

 

QUANTUM CORPORATION

 

 

/s/ MICHAEL J. LAMBERT

 

 

Michael J. Lambert
 Executive Vice President, Finance and Chief Financial Officer

 

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Belluzzo, certify that:

 

1)   

I have reviewed the Annual Report on Form 10-K, as amended by this amendment on Form 10-K/A, of Quantum Corporation (collectively, the Form 10-K and this Form 10-K/A are “the Annual Report”);

 

 

2) 

Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

 

 

3) 

Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

 

 

4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

 

a)   

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

 

 

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

 

 

c)

presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

5)

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)   

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

6)

The registrant’s other certifying officers and I have indicated in this Annual Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

 

 

Date: July 23, 2003 

 

                                                                            

/s/ RICHARD E. BELLUZZO

 

 

Richard E. Belluzzo 

 

Chairman and Chief Executive Officer

 

 

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Lambert, certify that:

 

1)   

I have reviewed the Annual Report on Form 10-K, as amended by this amendment on Form 10-K/A, of Quantum Corporation (collectively, the Form 10-K and this Form 10-K/A are “the Annual Report”);

 

 

2) 

Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

 

 

3) 

Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

 

 

4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

 

a)   

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

 

 

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

 

 

c)

presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

5)

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)   

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

6)

The registrant’s other certifying officers and I have indicated in this Annual Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

 

 

Date: July 23, 2003 

                                                                                    

/s/ MICHAEL J. LAMBERT

 

 

Michael J. Lambert 

 

Executive Vice President, Finance and

 

Chief Financial Officer

 

ITEM 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

Exhibit Number  

Exhibit

 

  

 

99.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  

 

99.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Quantum Corporation (the “Company”) on Form 10-K for the year ended March 31, 2003, as amended by this amendment on Form 10-K/A, as filed with the Securities and Exchange Commission on the date hereof (collectively, the Form 10-K and the Form 10-K/A are referred to as the “Report”), I, Richard Belluzzo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  

 

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 23, 2003 

 

                                                                            

/s/ RICHARD E. BELLUZZO

 

 

Richard E. Belluzzo 

 

Chairman and Chief Executive Officer

 

 

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Quantum Corporation (the “Company”) on Form 10-K for the year ended March 31, 2003, as amended by this amendment on Form 10-K/A, as filed with the Securities and Exchange Commission on the date hereof (collectively, the Form 10-K and the Form 10-K/A are referred to as the “Report”), I, Michael Lambert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  

 

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 23, 2003 

 

                                                                                    

/s/ MICHAEL J. LAMBERT

 

 

Michael J. Lambert 

 

Executive Vice President, Finance and

 

Chief Financial Officer