As filed with the Securities and Exchange Commission on November 13, 2014 |
Registration No. 333-200052 |
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
AMENDMENT NO. 1 TO 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) | (I.R.S. Employer | |
Identification Number) |
224 Airport Parkway,
Suite 300
San Jose, California 95110
(Address of principal executive
offices)
____________________________
Quantum Corporation 2012 Long-Term Incentive Plan
Quantum Corporation Employee Stock Purchase Plan
(Full title of the
plan(s))
____________________________
Shawn D. Hall
Sr. Vice President, General Counsel and Secretary
Quantum Corporation
224 Airport Parkway, Suite 300
San Jose,
California 95110
(Name and
address of agent for service)
(408) 944-4000
(Telephone number, including area code, of agent for
service)
____________________________
Copy
to:
Steven E. Bochner,
Esq.
WILSON SONSINI
GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | ||
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (4) |
Proposed Maximum Aggregate Offering Price (4) |
Amount of Registration Fee (5) |
QTM Common Stock, par value $0.01 per share, | ||||
issuable under the Quantum Corporation 2012 Long- | 4,800,000 shares (2) | $1.34 | $6,432,000.00 | $747.40 |
Term Incentive Plan | ||||
QTM Common Stock, par value $0.01 per share, | 6,500,000 shares (3) | $1.34 | $8,710,000.00 | $1,012.11 |
issuable under the Quantum Corporation Employee | ||||
Stock Purchase Plan | ||||
Total: | 11,300,000 shares | $1.34 | $15,142,000.00 | $1,759.51 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of the Registrants QTM Common Stock that become issuable pursuant to the Quantum Corporation 2012 Long-Term Incentive Plan or the Quantum Corporation Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration that results in an increase in the number of the Registrants outstanding shares of QTM Common Stock. | |
(2) | Represents additional shares of QTM Common Stock that have become available for issuance under an amendment to the Quantum Corporation 2012 Long-Term Incentive Plan, approved by the Registrants stockholders on September 9, 2014. | |
(3) | Represents additional shares of QTM Common Stock that have become available for issuance under an amendment to the Quantum Corporation Employee Stock Purchase Plan, approved by the Registrants stockholders on September 9, 2014. | |
(4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of $1.34 per share, the average of the high and low prices per share of the Registrants QTM Common Stock on November 3, 2014, as reported on the New York Stock Exchange. | |
(5) | The 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 0.0001162. | |
QUANTUM
CORPORATION
REGISTRATION
STATEMENT ON FORM S-8
The sole purpose of this post-effective Amendment No. 1 is to correct the calculation of the registration fee contained in the original filing (Registration No. 333-200052) on November 10, 2014. Accompanying this Amendment No. 1 is a payment of $78.78, the difference between the payment sent with the original filing ($1,680.73) and the correct filing fee ($1,759.51).
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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 Amendment No. 1 to 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 13th day of November, 2014.
QUANTUM CORPORATION | |
By: | /s/ Shawn D. Hall |
Shawn D. Hall | |
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | |||
* | |||||
(Paul R. Auvil, III) | Chairman of the Board | November 13, 2014 | |||
* | President and Chief Executive Officer | November 13, 2014 | |||
(Jon W. Gacek) | |||||
Chief Financial Officer (Principal | |||||
* | Financial Officer and Principal | November 13, 2014 | |||
(Linda M. Breard) | Accounting Officer) | ||||
* | Director | November 13, 2014 | |||
(Philip Black) | |||||
* | Director | November 13, 2014 | |||
(Louis DiNardo) | |||||
* | Director | November 13, 2014 | |||
(Dale L. Fuller) | |||||
* | Director | November 13, 2014 | |||
(David Krall) | |||||
* | Director | November 13, 2014 | |||
(Gregg J. Powers) | |||||
* | Director | November 13, 2014 | |||
(David E. Roberson) | |||||
* | |||||
(Jeffrey C. Smith) | Director | November 13, 2014 |
* By: | /s/ Shawn D. Hall |
Shawn D. Hall | |
Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit | ||
Number | Description | |
24.1 |
Power of Attorney, previously filed on Registration Statement on Form S-8 (Registration No. 333-200052), to which this Post-Effective Amendment No. 1 relates and incorporated herein by reference. |
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