As filed with the Securities and Exchange Commission on June 6, 2023

Registration No. 333-269445
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S‑8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Quantum Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
94-2665054
(I.R.S. Employer
Identification No.)
224 Airport Parkway, Suite 550
San Jose, California
(Address of principal executive office)
95110
(Zip Code)
Quantum Corporation 2021 Inducement Plan
(Full title of the plan)
Brian E. Cabrera
Senior Vice President, Chief Administrative Officer, and Corporate Secretary
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, California 95110
(408) 944 4000
(Name, address and telephone number of agent for service)
Copy to:
James J. Masetti
Julie Park
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street Palo Alto, CA 94304 (650) 233-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐
Smaller reporting company ☐Emerging Growth Company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act.

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.




EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Quantum Corporation, a Delaware corporation (the “Registrant”), for the purpose of correcting the following information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-269445) that was filed with the Securities and exchange Commission on January 27, 2023 (the “Original Registration Statement”):
•the “Calculation of Registration Fee” table set forth on Exhibit 107 of this Registration Statement amends and restates in its entirety the “Calculation of Registration Fee” table set forth on Exhibit 107 of the Original Registration Statement, which amendments include correcting the proposed maximum offering price per share under the Registrant’s 2021 Inducement Plan (the “Plan”) from $1.60 to $1.57, including changing the specified date that the high and low prices of the Registrant’s Common Stock were reported on the Nasdaq Global Market from January 19, 2023 to January 25, 2023, and the related proposed maximum aggregate offering price, amount of registration fee and total registration fee;
•correcting exhibit tagging with respect to Exhibit 5.1 and Exhibit 23.1; and
•filing Exhibit 99.2 to the Registration Statement, which was inadvertently omitted from the Original Registration Statement.

Except as set forth herein, the contents of the Original Registration Statement are incorporated herein by reference into this Registration Statement.



ITEM 8. Exhibits.
Exhibit No.Description
5.1#
23.1#
23.2#
24.1*
99.1
99.2
99.3
99.4
99.5
99.6
107
________________
* Previously filed.
# Filed solely to correct tagging of the previously filed exhibit.



SIGNATURES

Pursuant to the requirements of the Securities 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 6th day of June, 2023.

QUANTUM CORPORATION
By:
/s/ Brian E. Cabrera
Brian E. Cabrera
Senior Vice President, Chief Administrative Officer, and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
NameTitleDate
/s/ James J. LernerPresident, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)June 6, 2023
James J. Lerner
/s/ Kenneth P. Gianella
Chief Financial Officer (Principal Financial Officer)June 6, 2023
Kenneth P. Gianella

/s/ Lewis W. Moorehead
Chief Accounting Officer (Principal Accounting Officer)June 6, 2023
Lewis W. Moorehead
*DirectorJune 6, 2023
Rebecca J. Jacoby
*DirectorJune 6, 2023
Donald Jaworski
*DirectorJune 6, 2023
Hugues Meyrath
*DirectorJune 6, 2023
Christopher D. Neumeyer
*DirectorJune 6, 2023
Marc E. Rothman
*DirectorJune 6, 2023
Yue Zhou White




*By:/s/ Brian E. Cabrera
Brian E. Cabrera
Attorney in Fact