As filed with the Securities and Exchange Commission on July 2, 1997. Registration No. 333-_________ ================================================================================ 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) ------------------------------------ 1993 Long-Term Incentive Plan (Full title of the plan) ------------------------------------ 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 ================================================================================ CALCULATION OF REGISTRATION FEE ============================================ =================== ================ =================== ==================
Title of Securities Amount to be Proposed Proposed Amount of to be Registered Registered Maximum Maximum Registration Offering Aggregate Fee Price Offering Per Share* Price* - -------------------------------------------- ------------------- ---------------- ------------------- ------------------ Common Stock 5,234,578 $20.125 $105,345,882 $31,923.00 ============================================ =================== ================ =================== ================== * 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. =======================================================================================================================
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 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. (d) 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. II-1 The following additional Exhibits are hereby enclosed for filing: Exhibit Number Description ------ ----------- 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-4). II-2 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 II-3 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 - ------------------------------ (Principal Executive Officer) Michael A. Brown \s\RICHARD L. CLEMMER Chief Financial Officer July 2, 1997 - ----------------------------- (Principal Financial and Richard L. Clemmer 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 II-4 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Description Page - ------------------------------------------------------------------------------- 23.1 Consent of Ernst & Young LLP, Independent Auditors ............... 9 23.2 Consent of Counsel (contained in Exhibit 5.1)..................... 8 24.1 Power of Attorney (see Page II-4 of Registration Statement)....... 6