SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Meridian Data, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
589601-10-3
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(CUSIP Number)
Andrew Kryder
General Counsel
Quantum Corporation
500 McCarthy Blvd.
Milpitas, CA 95035
(408) 894-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
SCHEDULE 13D
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CUSIP NO. 589601-10-3 PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quantum Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Delaware
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6.5% (1)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
570,874 (1) shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X] Excludes 20,000 shares of Meridian Common Stock held by Edward M.
Esber, Jr., a director of Quantum Corporation, which were acquired
prior to July 29, 1998. Quantum Corporation disclaims beneficial
ownership of the shares held by Mr. Esber.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Quantum Corporation that it is the
beneficial owner of any of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
(1) As of May 1, 1999. Includes 469,873 shares of Meridian Common Stock (as
defined hereinafter) issuable upon the exercise of options currently exercisable
or exercisable within sixty (60) days of May 1, 1999.
CUSIP NO. 589601-10-3 PAGE 3 OF 11 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, $0.001 par value per
share (the "Meridian Common Stock"), of Meridian Data, Inc. ("Meridian"). The
principal executive offices of Meridian are located at 5615 Scotts Valley Drive,
Scotts Valley, CA 95006.
ITEM 2. IDENTITY AND BACKGROUND
(a) Quantum Corporation, a Delaware corporation ("Quantum"), is a diversified
mass storage company committed to achieving customer satisfaction through high
quality and reliability. Quantum is the highest volume global supplier of hard
disk drives for personal computers, a leading supplier of high capacity hard
drives and the worldwide revenue leader among all classes of tape drives.
Quantum sells a broad range of storage products to OEM and distribution
customers worldwide.
(b) The address of the principal office and principal business of Quantum is
500 McCarthy Blvd., Milpitas, CA 95035.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Quantum's executive officers and
directors and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
(d) During the past five years, neither Quantum nor, to Quantum's knowledge,
any person named in Schedule I to this Schedule 13D, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Quantum nor, to Quantum's knowledge,
any person named in Schedule I to this Schedule 13D, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the directors and executive officers of Quantum named in Schedule I
to this Scheduled 13D are citizens of the United States, except for Peter van
Cuylenburg, who is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger and Reorganization dated May 10,
1999 (the "Reorganization Agreement"), and subject to the conditions set forth
therein (including approval by the stockholders of Meridian and other
conditions), a wholly-owned subsidiary of Quantum ("Merger Sub") (formed solely
for the purpose of effecting the Merger) will be merged with and into Meridian
(the "Merger"). Pursuant to the terms of the Reorganization Agreement, each
issued and outstanding share of Meridian common stock, par value $.01 per share
("Meridian Common Stock"), will be converted into the right to receive that
number of shares of Quantum common stock, par value $.01 per share ("Parent
Shares") equal to the "Exchange Ratio." The "Exchange Ratio" equals 0.489,
provided, however, that if the Parent Share Value (defined as the average of the
closing prices of Parent Shares as reported on the Nasdaq National Market for
the five (5) consecutive trading days ending on the second trading day preceding
the date on which the stockholders of Meridian vote on the Merger at the special
meeting of Meridian's stockholders called to approve and adopt the
Reorganization Agreement and the Merger is (i) less than $14.00, then the
Exchange Ratio shall be a fraction having a numerator equal to $7.00 and having
a denominator equal to Parent Share Value, or (ii) greater than $20.00, then the
Exchange Ratio shall be a fraction having a numerator equal to $10.00 and having
a denominator equal to Parent Share Value. Cash will be paid in lieu of
fractional shares. In addition, Quantum will assume outstanding options
exercisable for Meridian Common Stock on the terms set forth in the
Reorganization Agreement.
The description contained in this Item 3 of the transactions contemplated by the
Reorganization Agreement is qualified in its entirety by reference to the full
text of the Reorganization Agreement, a copy of which is filed as Exhibit 99.1
hereto.
To facilitate the consummation of the Merger (as defined in Item 4 below),
certain shareholders of Meridian have entered into Voting Agreements with
Quantum (as described in Item 5 below).
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) As more fully described in Item 3 above, this statement relates to
the merger of a Merger Sub with and into Meridian. At the effective time of the
Merger (the "Effective Time"), the separate existence of Merger Sub will cease,
and Meridian will continue as the surviving corporation and as a wholly-owned
subsidiary of Quantum ("Surviving Corporation"). Concurrently with the execution
and delivery of the Reorganization Agreement, Quantum and the persons named on
Schedule II to this Schedule 13D entered into a Voting Agreement (the "Merdian
Voting Agreements") (as described in Item 5 below).
The consummation of the Merger is subject to the satisfaction or waiver of
closing conditions for the benefit of Quantum and closing conditions for the
benefit of Meridian, as set forth in Articles 6 and 7 of the Reorganization
Agreement.
The description contained in this Item 4 of the transactions contemplated by the
Reorganization Agreement is qualified in its entirety by reference to the full
text of the Reorganization Agreement, a copy of which is filed as Exhibit 99.1
hereto, and the full text of the form of Meridian Voting Agreement, a copy of
which is filed as Exhibit 99.2 hereto.
CUSIP NO. 589601-10-3 PAGE 4 OF 11 PAGES
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(c) Not applicable.
(d) If the Merger is consummated, Meridian will become a wholly-owned
subsidiary of Quantum and the Board of Directors and the officers of Meridian
shall be the directors and officers of Merger Sub immediately prior to the
Effective Time.
(e) None, other than a change in the number of outstanding shares of Quantum
Common Stock as contemplated by the Reorganization Agreement.
(f) Upon consummation of the Merger, Meridian will become a wholly-owned
subsidiary of Quantum.
(g) Upon consummation of the Merger, the Certificate of Incorporation and
Bylaws of Meridian will be amended and restated to conform to the Certificate of
Incorporation and Bylaws of Merger Sub immediately prior to the Merger.
(h) Upon consummation of the Merger, the Meridian Common Stock will cease to be
quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Meridian Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
(j) Other than as described above, Quantum currently has no plan or proposal
which relates to, or may result in, any of the matters listed in Items 4(a)-(i)
of Schedule 13D (although Quantum reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Meridian Voting Agreements, Quantum has shared
power to vote an aggregate of 570,874 (includes 469,873 shares of Meridian
Common Stock issuable upon the exercise of currently exercisable options and
options exercisable within sixty days of May 1, 1999) shares of Meridian Common
Stock for the limited purpose of voting in favor of the approval and adoption
of the Reorganization Agreement and the approval of the Merger, and voting in
favor of each of the other actions contemplated by the Reorganization Agreement.
Such shares constitute approximately 6.5% of the issued and outstanding
shares of Meridian Common Stock as of May 1, 1999. The description contained in
this Item 5 of the transactions contemplated by the Meridian Voting Agreements
is qualified in its entirety by reference to the full text of the Form of
Meridian Voting Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.2.
To Quantum's knowledge, except for 20,000 shares of Meridian Common Stock held
by Edward M. Esber, Jr., which were acquired prior to July 29, 1998, no shares
of Meridian Common Stock are beneficially owned by any of the persons named in
Schedule I, except for such beneficial ownership, if any, arising solely from
the Meridian Voting Agreements. Quantum disclaims beneficial ownership of the
shares held by Mr. Esber.
Set forth in Schedule III to this Schedule 13D is the name and present principal
occupation or employment of each person with whom Quantum shares the power to
vote or to direct the vote or to dispose or direct the disposition of Meridian
Common Stock.
During the past five years, to Quantum's knowledge, no person named in Schedule
III to this Schedule 13D has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the past five years, to Quantum's knowledge, no person named in Schedule
III to this Schedule 13D was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
To Quantum's knowledge, all persons named in Schedule III to this Scheduled 13D
are citizens of the United States except for Pierluigi Zappacosta who is a
citizen of Italy and Peter Johnson who is a citizen of Australia.
(c) Neither Quantum, nor, to Quantum's knowledge, any person named in Schedule
III, has effected any transaction in Meridian Common Stock during the past 60
days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
CUSIP NO. 589601-10-3 PAGE 5 OF 11 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to Quantum's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Meridian, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Agreement and Plan of Merger and Reorganization dated as of May 10,
1999.
99.2 Form of Voting Agreement dated as of May 10, 1999, a
substantially similar version of which has been executed by and
between Quantum Corporation and each of Charlie Bass, Gianluca
Rattazzi, Erik Miller, Shmuel Shottan, Mario Rosati, Pierluigi
Zappacosta and Peter Johnson.
CUSIP NO. 589601-10-3 PAGE 6 OF 11 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 20, 1999 Quantum Corporation
By: /s/ Andrew Kryder
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Andrew Kryder
General Counsel
CUSIP NO. 589601-10-3 PAGE 7 OF 11 PAGES
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF QUANTUM CORPORATION
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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Michael A. Brown (1) Chief Executive Officer, Chairman of the Board
Richard L. Clemmer (1) Chief Financial Officer and Secretary
Curt Francis (1) Vice President, Corporate Development
John B. Gannon (1) President, HDDG Division
Andrew Kryder (1) Vice President, General Counsel and Assistant Secretary
Anthony H. Lewis (1) Vice President, Finance, Treasurer
Jerald Maurer (1) Executive Vice President, Human Resources
Peter van Cuylenburg (1) President, DSSG Division
(1) Employed at Quantum Corporation, 500 McCarthy Blvd., Milpitas, CA 95035.
CUSIP NO. 589601-10-3 PAGE 8 OF 11 PAGES
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SCHEDULE I (continued)
NON-EMPLOYEE DIRECTORS OF QUANTUM CORPORATION
NAME AND ADDRESS OF
CORPORATION OR OTHER
PRINCIPAL OCCUPATION OR ORGANIZATION IN WHICH
NAME EMPLOYMENT EMPLOYED
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Stephen M. Berkley President, SMB Associates; Quantum Corporation
Director, Quantum Corporation 500 McCarthy Blvd.
Milpitas, CA 95035
David A. Brown Director, Quantum Corporation Quantum Corporation
500 McCarthy Blvd.
Milpitas, CA 95035
Robert J. Casale Consultant, Automatic Data Automatic Data Processing, Inc.
Processing, Inc. 2 Journal Square Plaza
Jersey City, NJ 07306
Edward M. Esber, Jr Director, Quantum Corporation Quantum Corporation
500 McCarthy Blvd.
Milpitas, CA 95035
Steven C. Wheelwright Professor of Management and Graduate School of Business
Senior Associate Dean, Administration, Harvard University
Graduate School of Business Morgan Hall
Administration, Harvard University Boston, MA 02163
CUSIP NO. 589601-10-3 PAGE 9 OF 11 PAGES
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SCHEDULE II
BENEFICIALLY OWNED
NUMBER OF SHARES OF MERIDIAN PERCENTAGE OF OUTSTANDING
MERIDIAN VOTING AGREEMENT COMMON STOCK BENEFICIALLY SHARES OF MERIDIAN COMMON STOCK
SHAREHOLDER OWNED AS OF MAY 1, 1999 AS OF MAY 1, 1999
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Charlie Bass 246,122 (1) 2.9%
Gianluca Rattazzi 14,003 (2) 0.2%
Erik Miller 118,408 (3) 1.4%
Shmuel Shottan 101,591 (4) 1.2%
Mario Rosati 28,750 (5) 0.3%
Pierluigi Zappacosta 33,250 (6) 0.4%
Peter Johnson 28,750 (7) 0.3%
(1) Includes 101,667 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999 held by Bass Associates, 73,290 shares of Meridian Common Stock issuable
upon the exercise of currently exercisable options and options exercisable
within 60 days of May 1, 1999 held by The Bass Trust, U/D/T/ Dated April 29,
1988, of which Dr. Bass is the trustee, and 71,165 shares of Meridian Common
Stock held by The Bass Trust. Dr. Bass disclaims beneficial ownership of the
shares and options held by Bass Associates, except to the extent of his
proportionate interest therein.
(2) Includes 14,003 shares of Meridian Common Stock issuable upon the
exercise of currently exercisable options and options exercisable within 60 days
of May 1, 1999.
(3) Includes 88,572 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999 and 29,836 shares of Meridian Common Stock.
(4) Includes 101,591 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999.
(5) Includes 28,750 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999.
(6) Includes 33,250 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999.
(7) Includes 28,750 shares of Meridian Common Stock issuable upon the exercise
of currently exercisable options and options exercisable within 60 days of May
1, 1999.
CUSIP NO. 589601-10-3 PAGE 10 OF 11 PAGES
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SCHEDULE III
NAME AND ADDRESS OF
CORPORATION OR OTHER
MERIDIAN VOTING PRINCIPAL OCCUPATION OR ORGANIZATION IN WHICH
AGREEMENT SHAREHOLDER EMPLOYMENT EMPLOYED
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Charlie Bass Chairman of the Board of Directors Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, CA 95006
Gianluca Rattazzi President, CEO, and Director Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, CA 95006
Erik Miller Senior VP, Finance and CFO Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, CA 95006
Shmuel Shottan Senior VP, Engineering and CTO Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, CA 95006
Mario Rosati Member, Wilson, Sonsini, Goodrich & Wilson, Sonsini, Goodrich & Rosati
Rosati 650 Page Mill Road
Palo Alto, CA 94304
Pierluigi Zappacosta Chairman, Digital Persona, Inc. Digital Persona, Inc.
805 Veterans Blvd.
Suite 322
Redwood City, CA 94063
Peter Johnson Chairman of the Board of Directors, 333 Market Street
QRS Corporation Suite 3300
San Francisco, CA 94105-2150
CUSIP NO. 589601-10-3 PAGE 11 OF 11 PAGES
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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99.1 Agreement and Plan of Merger and Reorganization dated as of May 10, 1999.
99.2 Form of Voting Agreement dated as of May 10, 1999, a
substantially similar version of which has been executed by and
between Quantum Corporation and each of Charlie Bass, Gianluca Rattazzi,
Erik Miller, Shmuel Shottan, Mario Rosati, Pierluigi Zappacosta and Peter
Johnson.