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As filed with the Securities and Exchange Commission on May 2, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IOMEGA CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 86-0385884
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1821 West Iomega Way, Roy, Utah 84067
(Address of Principal Executive Offices) (Zip Code)
1995 DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
Patrick J. Rondeau, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock, 200,000 $10.00 (1) $2,000,000(1) $689.66
$.03 1/3 par shares
value
(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the high and
low prices of the Common Stock on the Nasdaq National Market
on April 26, 1995 in accordance with Rules 457(c) and 457(h)
of the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in
documents sent or given to participants in the Registrant's 1995
Director Stock Option Plan (the "Plan") pursuant to Rule 428(b)(l)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant is subject to the informational and
reporting requirements of Sections 13(a), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by
reference:
(l) The Registrant's latest annual report filed
pursuant to Sections l3(a) or 15(d) of the Exchange Act, or
the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements
have been filed.
(2) All other reports filed pursuant to Sections l3(a)
or l5(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (1) above.
(3) The description of the common stock of the
Registrant, $.03 1/3 par value per share, contained in a
Registration Statement filed under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all shares of common stock offered hereby have been
sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be<PAGE>
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock being offered hereby
will be passed upon for the Company by Hale and Dorr, Boston,
Massachusetts. As of the date hereof, partners of Hale and Dorr
may be deemed to beneficially own approximately 41,250 shares of
Common Stock of the Company.
Item 6. Indemnification
Under Article Sixth of the Registrant's Restated
Certificate of Incorporation and Article Fifth of the Registrant's
By-Laws, each person who is a director or officer of the
Registrant shall be indemnified by the Registrant to the full
extent permitted by Section 145 of the General Corporation Law of
Delaware ("Section 145").
Section l45 provides a detailed statutory framework
covering indemnification of directors and officers of liabilities
and expenses arising out of legal proceedings brought against them
by reason of their status or service as directors or officers.
This section provides that a director or officer of a corporation
(i) shall be indemnified by the corporation for all expenses of
such legal proceedings when he is successful on the merits, (ii)
may be indemnified by the corporation for the expenses, judgments,
fines and amounts paid in settlement of such proceedings (other
than a derivative suit), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful), and (iii)
may be indemnified by the corporation for expenses of a derivative
suit (a suit by a shareholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not
successful on the merits, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made
under clause (iii) above, however, if the director or officer is
adjudged liable for negligence or misconduct in the performance of
his duties to the corporation, unless a court determines that,
despite such adjudication and in view of all of the circumstances,
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he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a
determination that indemnification is proper because the
applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors,
independent legal counsel or the stockholders. The board of
directors may authorize advancing litigation expenses to a
director or officer upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately
determined that he is not entitled to be indemnified for them.
The Registrant has entered into indemnification
agreements with each of its directors which supplement or clarify
the statutory indemnity provisions of Section l45 in the following
respects: (i) the presumption that the director or officer met the
applicable standard of conduct is established, (ii) the
advancement of litigation expenses is provided upon request if the
director or officer agrees to repay them if it is ultimately
determined that he is not entitled to indemnification for them,
(iii) indemnity is explicitly provided for settlements of
derivative actions, (iv) the director or officer is permitted to
petition a court to determine whether his actions met the standard
required, and (v) partial indemnification is permitted in the
event that the director or officer is not entitled to full
indemnification.
As permitted by Section l45, the Registrant has
purchased a general liability insurance policy which covers
certain liabilities of directors and officers of the Registrant
arising out of claims based on acts or omissions in their capacity
as directors or officers and for which they are not indemnified by
the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(1) file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
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(i) include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and
(iii) 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;
provided, however that paragraphs (i) and (ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
2. The 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.
3. 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 Securities and Exchange Commission such
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indemnification is against public policy as expressed in the 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 the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant 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 Roy, Utah, on the 24th day of April, 1995.
IOMEGA CORPORATION
By:/s/ Kim B. Edwards
Kim B. Edwards
President and
Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Iomega
Corporation, hereby severally constitute Kim B. Edwards, Donald
R. Sterling and Patrick J. Rondeau, and each of them singly, our
true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our
names and behalf in our capacities as officers and directors to
enable Iomega Corporation to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys,
or any of them, to said Registration Statement and any and all
amendments thereto.
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title
/s/ David J. Dunn Chairman of the Board April 24, 1995
David J. Dunn of Directors
/s/ Kim B. Edwards Director, President and April 24, 1995
Kim B. Edwards Chief Executive Officer
(Principal Executive
Officer)
/s/ Leonard C. Purkis Senior Vice President, April 24, 1995
Leonard C. Purkis Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Willem H.J. Andersen Director April 24, 1995
Willem H.J. Andersen
/s/ Robert P. Berkowitz Director April 24, 1995
Robert P. Berkowitz
Director
Anthony L. Craig
/s/ Michael J. Kucha Director April 24, 1995
Michael J. Kucha
/s/ John R. Myers Director April 24, 1995
John R. Myers
/s/ John E. Nolan, Jr. Director April 24, 1995
John E. Nolan, Jr.
/s/ John E. Sheehan Director April 24, 1995
The Honorable
John E. Sheehan
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Exhibit Index
Exhibit
Number Description
4.1 (1) Restated Certificate of
Incorporation of the Company
4.2 (1) Amended and Restated By-Laws
of the Registrant
4.3 (1) Certificate of Designation of
Series A and Series B
Convertible Preferred Stock
of the Company
4.4 (1) Certificate of Designation of
Series C Junior Participating
Preferred Stock of the
Registrant
4.5 (2) Rights Agreement, dated as of
October 19, 1988, between the
Registrant and The First
National Bank of Boston, as
Rights Agent
4.6 (3) Amendment No. 1 dated
September 24, 1990 to Rights
Agreement dated as of
July 28, 1989 between the
Company and The First
National Bank of Boston, as
Rights Agent.
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr
(included in Exhibit 5.1)
23.2 Consent of Arthur
Andersen LLP
24.1 Power of Attorney (included
on the signature page of this
Registration Statement)
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__________________
(1) Incorporated herein by reference from the Exhibits to the
Company's Annual Report on Form 10-Q for the fiscal year
ended July 4, 1993.
(2) Incorporated herein by reference from the Exhibits to the
Company's Current Report on Form 8-K filed on August 12,
1989.
(3) Incorporated herein by reference to the Exhibits to the
Registrant's Amendment No. l to Current Report on Form 8-K,
filed on September 25, 1990.
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Exhibit 5.1
HALE AND DORR
Counsellors At Law
60 State Street
Boston, Massachusetts 02109
617-526-6000 - Fax 617-526-5000
May 2, 1995
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
Re: 1995 Director Stock Option Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to 200,000
shares of Common Stock, $.03 1/3 par value per share (the
"Shares"), of Iomega Corporation, a Delaware corporation (the
"Company"), issuable under the Company's 1995 Director Stock
Option Plan (the "Plan").
We have examined the Restated Certificate of Incorporation
and By-Laws of the Company, and all amendments thereto, and
originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material
for the purposes of this opinion.
In examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the
authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the
Registrant has duly authorized for issuance the shares of its
Common Stock covered by the Registration Statement to be issued <PAGE>
Iomega Corporation
May 2, 1995
Page 2
under the Plan, as described in the Registration Statement, and
such shares, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement.
Very truly yours,
HALE AND DORR
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 25, 1995 included or incorporated by
reference in Iomega Corporation's Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
May 1, 1995
