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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 1
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Quantum Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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747906204
(CUSIP Number of Class of Securities of Underlying Common Stock)
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Michael A. Brown
Chairman and Chief Executive Officer
Quantum Corporation
501 Sycamore Drive
Milpitas, CA 95035
(408) 894-4000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
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Copies to:
Steven E. Bochner, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$28,246,586 $5649.32**
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,620,277 shares of common stock of Quantum
Corporation having an aggregate value of $28,246,586 as of June 1, 2001 will be
exchanged and/or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
** Previously paid.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
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This Amendment No. 1 amends and restates the Tender Offer Statement on
Schedule TO filed by Quantum Corporation (the "Company") with the Securities and
Exchange Commission on June 4, 2001 relating to an offer by the Company to
exchange options to purchase approximately 2,620,277 shares of the Company's
common stock outstanding under the Company's 1993 Long-Term Incentive Plan, the
Quantum Corporation Supplemental Stock Option Plan, the Quantum Corporation 1986
Stock Option Plan, the Meridian Data, Inc. 1997 Stock Plan, the Parallan
Computer, Inc. 1988 Incentive Stock Plan, the Meridian Data 1987 Incentive Stock
Plan, the ATL Products, Inc. 1997 Stock Incentive Plan and the ATL Products,
Inc. 1996 Stock Incentive Plan that have an exercise price of $14 or more and
are held by eligible employees for new options that will be granted under the
Company's Supplemental Stock Option Plan, upon the terms and subject to the
conditions set forth under the Offer to Exchange Certain Outstanding Options
held by Eligible Employees dated June 4, 2001, the related memorandum from
Michael A. Brown dated June 4, 2001, the Election Form and the Notice to Change
Election from Accept to Reject (which together constitute the "Offer").
This amendment No. 1 to the Schedule TO is filed in satisfaction of the
reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities
Exchange Act of 1934, as amended.
Item 1. Summary Term Sheet.
Item 1 is hereby amended and supplemented as follows:
The paragraph following Question 21 in the section entitled "Summary Term
Sheet" in the Offer to Exchange Certain Outstanding Options held by Eligible
Employees dated June 4, 2001, attached to Schedule TO as Exhibit (a)(1), is
hereby amended and restated to read:
"The Offer expires on July 3, 2001, at 5 p.m., Pacific Daylight Time,
unless we extend it. We may, in our discretion, extend the Offer at any time,
but we cannot assure you that the Offer will be extended or, if extended, for
how long. If the Offer is extended, we will make a public announcement of the
extension no later than 9:00 a.m., Eastern Time, on the next business day
following the previously scheduled expiration of the offer period. (Pages 20
and 46)"
Item 4. Terms of the Transaction.
Item 4(a) is hereby amended and supplemented as follows:
The revised information set forth in the paragraph following Question 21 in
the section entitled "Summary Term Sheet" and in the fourth paragraph of the
section entitled "Extension of the Offer; Termination; Amendment" of the Offer
to Exchange Certain Outstanding Options held by Eligible Employees dated June 4,
2001, attached to Schedule TO as Exhibit (a)(1), is hereby incorporated herein
by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented as follows:
The fourth paragraph of the section entitled "Extension of the Offer;
Termination; Amendment" in the Offer to Exchange Certain Outstanding Options
held by Eligible Employees dated June 4, 2001, attached to Schedule TO as
Exhibit (a)(1), is hereby amended and restated to read:
"Amendments to the Offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the
amendment must be issued no later than 9:00 a.m., Eastern Time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made through the Offer will be disseminated no later
than 9:00 a.m., Eastern Time, on the next business day after the last previously
scheduled or announced Expiration Date to option holders in a manner
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reasonably designated to inform option holders of the change. Without limiting
the manner in which we may choose to make a public announcement, except as
required by applicable law, we have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a press
release to the Dow Jones News Service."
The Election Form, attached to Schedule TO as Exhibit (a)(4), is amended
and restated to delete any references to a requirement that optionee
affirmatively acknowledge reading and understanding the terms and conditions of
the Offer. With respect to Election forms that have been executed and returned
by an optionee prior to the filing of this Amendment No. 1, the Company agrees
not to enforce its previous requirement that optionee affirmatively acknowledge
reading and understanding the terms and conditions of the Offer.
(a) (1) Offer to Exchange Certain Outstanding Options Held by Eligible
Employees dated June 4, 2001.
(2) Memorandum from Michael A. Brown to Quantum's Employees dated
June 4, 2001.*
(3) Press Release Issued by Quantum Corporation Announcing Voluntary
Stock Option Exchange Program for Eligible Employees.*
(4) Election Form.
(5) Joint Election Form (Quantum U.K.).*
(6) Notice to Change Election from Accept to Reject.*
(7) Form of Promise to Grant Stock Option.*
(8) Quantum Corporation Quarterly Report on Form 10-Q for its quarter
ended December 31, 2000, filed with the Securities and Exchange
Commission on February 14, 2001 and incorporated herein by
reference.
(9) Quantum Corporation Annual Report on Form 10-K for its fiscal
year ended March 31, 2000, filed with the Securities and Exchange
Commission on June 28, 2000 and incorporated herein by reference.
(b) Not applicable.
(d) (1) Quantum Corporation Supplemental Stock Option Plan (As amended
May 29, 2001).*
(2) Quantum Corporation Supplemental Stock Option Plan Form of Stock
Option Agreement.*
(3) Quantum Corporation Supplemental Stock Option Plan Prospectus.*
(4) Quantum Corporation 1993 Long-Term Incentive Plan (As amended May
29, 2001).*
(5) Quantum Corporation 1993 Long-Term Incentive Plan Form of Stock
Option Agreement.*
(6) Quantum Corporation 1986 Stock Plan.*
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(7) Meridian Data, Inc. 1997 Stock Plan.*
(8) Meridian Data, Inc. 1997 Stock Plan Form of Stock Option
Agreement.*
(9) Parallan Computer, Inc. 1988 Incentive Stock Plan.*
(10) Meridian Data, Inc. 1987 Incentive Stock Plan.*
(11) Meridian Data, Inc. 1987 Incentive Stock Plan Form of Stock
Option Agreement.*
(12) Meridian Data, Inc. 1987 Incentive Stock Plan Form of
Nonstatutory Stock Option Agreement.*
(13) ATL Products, Inc. 1997 Stock Incentive Plan.*
(14) ATL Products, Inc. 1996 Stock Incentive Plan.*
(g) Not applicable.
(h) Not applicable.
* Previously filed as an exhibit to the Schedule TO filed by Quantum
Corporation on June 4, 2001.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the Schedule TO is true, complete and correct.
QUANTUM CORPORATION
/s/ RENEE BUDIG
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Renee Budig
Acting Chief Financial Officer
Date: June 22, 2001
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1) Offer to Exchange Certain Outstanding Options Held by
Eligible Employees dated June 4, 2001.
(a)(2) Memorandum from Michael A. Brown to Quantum's Employees
dated June 4, 2001.*
(a)(3) Press Release Issued by Quantum Corporation Announcing
Voluntary Stock Option Exchange Program for Eligible
Employees.*
(a)(4) Election Form.
(a)(5) Joint Election Form (Quantum U.K.).*
(a)(6) Notice to Change Election from Accept to Reject.*
(a)(7) Form of Promise to Grant Stock Option.*
(a)(8) Quantum Corporation Quarterly Report on Form 10-Q for its
quarter ended December 31, 2000, filed with the Securities
and Exchange Commission on February 14, 2001 and
incorporated herein by reference.
(a)(9) Quantum Corporation Annual Report on Form 10-K for its
fiscal year ended March 31, 2000, filed with the
Securities and Exchange Commission on June 28, 2000 and
incorporated herein by reference.
(d)(1) Quantum Corporation Supplemental Stock Option Plan (As
amended May 29, 2001).*
(d)(2) Quantum Corporation Supplemental Stock Option Plan Form of
Stock Option Agreement.*
(d)(3) Quantum Corporation Supplemental Stock Option Plan
Prospectus.*
(d)(4) Quantum Corporation 1993 Long-Term Incentive Plan (As
amended May 29, 2001).*
(d)(5) Quantum Corporation 1993 Long-Term Incentive Plan Form of
Stock Option Agreement.*
(d)(6) Quantum Corporation 1986 Stock Plan (As amended May
1991).*
(d)(7) Meridian Data, Inc. 1997 Stock Plan.*
(d)(8) Meridian Data, Inc. 1997 Stock Plan Form of Stock Option
Agreement.*
Exhibit
Number Description
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(d)(9) Parallan Computer Inc. 1988 Incentive Stock Plan.*
(d)(10) Meridian Data, Inc. 1987 Incentive Stock Plan.*
(d)(11) Meridian Data, Inc. 1987 Incentive Stock Plan Form of
Stock Option Agreement.*
(d)(12) Meridian Data, Inc. 1987 Incentive Stock Plan Form of
Nonstatutory Stock Option Agreement.*
(d)(13) ATL Products, Inc. 1997 Stock Incentive Plan.*
(d)(14) ATL Products, Inc. 1996 Stock Incentive Plan.*
* Previously filed as an exhibit to the Schedule TO filed by Quantum
Corporation on June 4, 2001.
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