As filed with the Securities and Exchange Commission on June 29, 2011 Registration No. 333-_____

 

 

DELAWARE (State of incorporation)

94-2665054 (I.R.S. Employer Identification Number)

 

 

 

 

Large accelerated filer  o		Accelerated filer   þ
Non-accelerated filer    o	(Do not check if a smaller reporting company)	Smaller reporting company  o

 

Proposed

Proposed

Amount

Maximum

Maximum

Amount of

to be

Offering Price

Aggregate

Registration

Title of Securities to be Registered

Registered

Per Share

Offering Price

Fee

QTM Common Stock, par value $0.01 per share,

issuable under the Pancetera Software, Inc.

193,596 shares

$3.21

$621,444

(1)

$72.15

(2)

Amended and Restated 2008 Stock Option

and Stock Purchase Plan

Total:

193,596 shares

$3.21

$621,444

$72.15

(1)		Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”) on the basis of $3.21 per share, the average of the high and low prices per share of the Registrant’s QTM Common Stock on June 21, 2011, as reported on the New York Stock Exchange.
(2)		Amount of the Registration Fee was calculated pursuant to Section 6(b) of the Securities Act and was determined by multiplying the proposed maximum aggregate offering price by 0.00011610.

 

 

 

 

     The following documents and information filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement of Quantum Corporation (referred to herein as the “Registrant”):

 

 

 

 

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered pursuant to this Registration Statement 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. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

 

 

 

 

 

     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, as amended (the “Securities Act”). The Registrant’s Amended and Restated Certificate of Incorporation contains a provision eliminating the personal liability of the Registrant’s directors to the Registrant or its stockholders for breach of fiduciary duty as a director to the fullest extent permitted by applicable law. The Registrant's Bylaws, as amended, provide for the indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Delaware General Corporation Law, and the Registrant has entered into agreements with its officers, directors and certain key employees implementing such indemnification.

 

 

 

 

	Exhibit
	Number		Description
	4.1		Pancetera Software, Inc. Amended and Restated 2008 Stock Option and Stock Purchase Plan
	5.1		Opinion regarding legality of Wilson Sonsini Goodrich & Rosati, P.C.
	23.1		Consent of PricewaterhouseCoopers LLP
	23.2		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
	24.1		Power of Attorney (see page II-5)

 

     A. The undersigned Registrant hereby undertakes:

 

 

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

 

 

 

 

     (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.

 

     (4) That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

 

 

     B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 hereunder, the Registrant 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 and will be governed by the final adjudication of such issue.

 

 

     Pursuant to the requirements of the Securities Act, as amended, 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 San Jose, State of California, on this 29th day of June, 2011.

 

	QUANTUM CORPORATION
	By:	/s/ Shawn D. Hall
		Shawn D. Hall
		Senior Vice President, General Counsel and Secretary

 

 

 

Signature		Title		Date
/s/ Richard E. Belluzzo		Executive Chairman of the Board		June 29, 2011
(Richard E. Belluzzo)
/s/ Jon W. Gacek		President and Chief Executive Officer		June 29, 2011
(Jon W. Gacek)
/s/ Linda M. Breard		Chief Financial Officer (Principal Financial Officer and Principal		June 29, 2011
(Linda M. Breard)		Accounting Officer)
/s/ Paul R. Auvil, III		Director		June 29, 2011
(Paul R. Auvil, III)
/s/ Michael A. Brown		Director		June 29, 2011
(Michael A. Brown)
/s/ Thomas S. Buchsbaum		Director		June 29, 2011
(Thomas S. Buchsbaum)
/s/ Edward M. Esber, Jr.		Director		June 29, 2011
(Edward M. Esber, Jr.)
/s/ Elizabeth A. Fetter		Director		June 29, 2011
(Elizabeth A. Fetter)
/s/ Joseph A. Marengi		Director		June 29, 2011
(Joseph A. Marengi)
/s/ David E. Roberson		Director		June 29, 2011
(David E. Roberson)
/s/ Dennis P. Wolf		Director		June 29, 2011
(Dennis P. Wolf)

 

Exhibit
Number		Description
4.1		Pancetera Software, Inc. Amended and Restated 2008 Stock Option and Stock Purchase Plan
5.1		Opinion regarding legality of Wilson Sonsini Goodrich & Rosati, P.C.
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
24.1		Power of Attorney (see page II-5)