As filed with the Securities and Exchange Commission on August 12, 1996. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 500 McCarthy Boulevard Milpitas, CA 95035 (Address of principal executive offices) 1993 Long-Term Incentive Plan (Full title of the plan) G. EDWARD MCCLAMMY Acting Chief Financial Officer QUANTUM CORPORATION 500 McCarthy Boulevard Milpitas, CA 95035 (408) 894-4000 (Name, address and telephone number of agent for service) Copy to: Steven E. Bochner, Esq. Jeffrey A. Herbst, Esq. Wilson, Sonsini, Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share (1) Price(1) Fee Common Stock 2,167,827 $12.3125 $26,691,370 $9,203.92 (1) Estimated in accordance with Rule 457(h) solely for the purpose of computing the amount of the registration fee based on the prices of the Company's Common Stock as reported on the Nasdaq National Market on August 7, 1996. QUANTUM CORPORATION 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 into this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the "Commission") a. The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. b. The Company's Form S-8 Registration Statement under the Securities Act of 1933, as amended (File No. 33-72222), which became effective November 30, 1993. c. The description of the Company's Common Stock to be offered hereby contained in the Company's Registration Statement on Form 8-A which became effective August 1, 1983, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, 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 herein and to be part hereof from the date of filing such documents. The following additional Exhibits are hereby enclosed for filing: Exhibit Number 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-3). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Milpitas, State of California, on this 12th day of August, 1996. QUANTUM CORPORATION By \s\ G. Edward McClammy G. Edward McClammy, Acting Chief Financial Officer II-2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. Brown and G. Edward McClammy, 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 below by the following persons in the capacities and on the dates indicated. Signature Title Date \s\ MICHAEL A. BROWN Chief Executive Officer August 12, 1996 (Michael A. Brown) (principal executive officer) \s\ G. EDWARD MCCLAMMY Acting Chief Financial Officer August 12, 1996 (G. Edward McClammy) (principal financial and accounting officer) \s\ STEPHEN M. BERKLEY Chairman of the Board August 12, 1996 (Stephen M. Berkley) \s\ DAVID A. BROWN Director August 12, 1996 (David A. Brown) \s\ ROBERT J. CASALE Director August 12, 1996 (Robert J. Casale) \s\ EDWARD M. ESBER, JR. Director August 12, 1996 (Edward M. Esber, Jr.) \s\ STEVEN C. WHEELWRIGHT Director August 12, 1996 (Steven C. Wheelwright) II-3 Exhibit Index Sequentially Exhibit Numbered Number Page 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) 24.1 Power of Attorney (see page II-3 of Registration Statement) 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS Registration Statement on Form S-8 Quantum Corporation August 12, 1996 EXHIBIT 5.1 August 9, 1996 Quantum Corporation 500 McCarthy Boulevard Milpitas, CA 95035 Re: Registration Statement on Form S-8 Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about August 12, 1996 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 2,167,827 shares of your Common Stock reserved for issuance under the 1993 Long-Term Incentive Plan (the "Plan"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of such Common Stock under the Plan. It is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, the Common Stock issued and sold thereby will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1993 Long-Term Incentive Plan of Quantum Corporation of our report dated May 3, 1996, with respect to the consolidated financial statements and schedule of Quantum Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 1996 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Palo Alto, California August 6, 1996