As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-_________
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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 of incorporation) (IRS Employer Identification No.)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
ATL PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN
ATL PRODUCTS, INC. 1997 STOCK INCENTIVE PLAN
(Full title of plan(s))
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
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share
--outstanding under ATL Products, Inc. 1,489,457 $2.85 $4,244,952(1) $1,252.26
1996 Stock Incentive Plan
--outstanding under ATL Products, Inc. 336,598 $5.62 $1,891,681(2) $ 558.05
1997 Stock Incentive Plan
TOTAL 1,826,055 $6,136,633 $1,810.31
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis
of the weighted average exercise price of $2.85 per share for outstanding options to purchase a total of 1,489,457
shares of Common Stock.
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis
of the weighted average exercise price of $5.62 per share for outstanding options to purchase a total of 336,598
shares of Common Stock.
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QUANTUM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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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, 1998 filed pursuant to Section 13 of the Securities
and Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 28, 1998 filed pursuant to Section 13 of the
1934 Act;
(c) The Company's Current Report on Form 8-K filed
September 28, 1998 pursuant to Section 13 of the the 1934 Act;
(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 and any amendment or report filed
for the purpose of updating any such description; and
(e) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration Statement on
Form 8-A filed on August 4, 1998 pursuant to Section 12(g) of the 1934 Act,
and any amendment or report filed for the purpose of updating any such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
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.
See also Additional Information.
ITEM 4. DESCRIPTION OF SECURITIES.
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Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The Company's Bylaws provide for the mandatory indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by Delaware
General Corporation Law, and the Company has entered into agreements with its
officers, directors and certain key employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Inapplicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description
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4.1 ATL Products, Inc. 1996 Stock Incentive Plan.
4.2 ATL Products, Inc. 1997 Stock Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as
to legality of securities being registered.
24.1 Consent of Ernst & Young, LLP, Independent Auditors
24.2 Consent of KPMG Peat Marwick LLP.
24.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
ITEM 9. UNDERTAKINGS
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A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Delaware General Corporation
Law, the Certificate of Incorporation of the Company, the Bylaws of the Company,
indemnification agreements entered into between the Company and its officers and
directors or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company in successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered here under, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
ITEM 10. ADDITIONAL INFORMATION.
At September 28, 1998, MKE Quantum Components, LLC ("MKQC"), of which the
Company owns a 49% equity interest, was in violation of a covenant related to
its financing relationship with a bank, under which approximately $50 million
and $27 million was outstanding under long-term and revolving debt agreements,
respectively. MKQC has notified the bank of the violation and is currently
working towards obtaining a covenant waiver and/or amendments to the loan
agreement. MKQC management believes, based on discussions with the bank, that it
will obtain a covenant waiver and/or amendments from the bank. However, there
can be no assurances that such a covenant waiver and/or amendments will be
obtained or that such amendments, if any, will be provided on terms favorable to
MKQC.
If MKQC is unable to obtain a covenant waiver and/or an appropriate amendment to
the loan agreement, the bank has the right to exercise its remedies under the
loan agreement, which includes but is not limited to, the acceleration of
payment terms, imposition of increased interest rates and/or proceeding against
the assets of MKQC.
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 30th day
of September, 1998.
QUANTUM CORPORATION
By: /s/ Richard L. Clemmer
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Richard L. Clemmer,
Executive Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew Kryder 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
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/s/ Michael A. Brown Chief Executive Officer and September 30, 1998
- ----------------------------- Chairman of the Board
(Michael A. Brown) (Principal Executive Officer)
/s/ Richard L. Clemmer Executive Vice President, Finance September 30, 1998
- ----------------------------- and Chief Financial Officer
(Richard L. Clemmer) (Principal Financial and
Accounting Officer)
/s/ Stephen M. Berkley Director September 30, 1998
- -----------------------------
(Stephen M. Berkley)
/s/ David A. Brown Director September 30, 1998
- -----------------------------
(David A. Brown)
/s/ Robert J. Casale Director September 30, 1998
- -----------------------------
(Robert J. Casale)
/s/ Edward M. Esber Director September 30, 1998
- -----------------------------
(Edward M. Esber)
/s/ Steven C. Wheelwright Director September 30, 1998
- -----------------------------
(Steven C. Wheelwright)
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------ ------------------------------------------------- -------------
4.1 ATL Products, Inc. 1996 Stock Incentive Plan.........................
4.2 ATL Products, Inc. 1997 Stock Incentive Plan.........................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of
securities being registered.........................................
24.1 Consent of Ernst & Young LLP, Independent Auditors...................
24.2 Consent of KPMG Peat Marwick LLP.....................................
24.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1).........................................................
25.1 Power of Attorney (see Page II-4 of Registration Statement)..........