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As filed with the Securities and Exchange Commission on November 1, 1996
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
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)
EXECUTIVE STOCK AWARD 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to offering price aggregate offering registration
to be registered be Registered per share price fee
<S> <C> <C> <C> <C>
Common Stock 120,000 $0.03 1/3 $4,000 $100 (1)
$.03 1/3 par value shares
</TABLE>
(1) Minimum registration fee determined pursuant to Section 6(b)
of the Securities Act of 1933, as amended.
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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 the sole participant under the Registrant's Executive Stock Award
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:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(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 13(a) or
15(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 Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be 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 Registration Statement.
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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 Registrant by Hale and Dorr, Boston, Massachusetts. As of the
date hereof, partners of Hale and Dorr own approximately 187,500 shares of
Common Stock of the Registrant.
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 145 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, 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
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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 145 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 145, 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 to this
Registration Statement is incorporated herein by reference.
Item 9. UNDERTAKINGS
1. 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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To 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
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(iii) 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;
PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if 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 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 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 31st day of October, 1996.
IOMEGA CORPORATION
By: /s/ Leonard C. Purkis
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Leonard C. Purkis
Senior Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Iomega Corporation, hereby
severally constitute Leonard C. Purkis, 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/ Kim B. Edwards President, Chief October 31, 1996
- ----------------------- Executive Officer and
Kim B. Edwards Director (Principal
Executive Officer)
Senior Vice President October 31, 1996
Finance and
/s/ Leonard C. Purkis Chief Financial
- ----------------------- Officer (Principal
Leonard C. Purkis Financial and Accounting
Officer)
/s/ David J. Dunn Chairman of the Board October 31, 1996
- ----------------------- of Directors
David J. Dunn
/s/ Willem H.J. Andersen Director October 31, 1996
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Willem H.J. Andersen
/s/ Robert P. Berkowitz Director October 31, 1996
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Robert P. Berkowitz
/s/ Michael J. Kucha Director October 31, 1996
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Michael J. Kucha
/s/ John R. Myers Director October 31, 1996
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John R. Myers
/s/ John E. Nolan Director October 31, 1996
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John E. Nolan
/s/ John E. Sheehan Director October 31, 1996
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The Honorable
John E. Sheehan
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 (1) Restated Certificate of Incorporation of the Registrant
4.2 (2) Amended and Restated By-Laws of the Registrant
4.3 (3) Rights Agreement, dated as of July 28, 1989, between
the Registrant and The First National Bank of Boston,
as Rights Agent
4.4 (4) Amendment No. 1, dated September 24, 1990, to Rights
Agreement dated as of July 28, 1989 between the
Registrant 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 Power of Attorney (included on the signature page of this
Registration Statement)
__________________
(1) Incorporated herein by reference from the Exhibits to Amendment No. 1 to
the Registrant's Registration Statement on Form S-3 (Registration No.
33-64995) filed with the Commission on January 30, 1996.
(2) Incorporated herein by reference from the Exhibits to the
Registrant's Annual Report on Form 10-Q for the period
ended July 4, 1993.
(3) Incorporated herein by reference from the Exhibits to the
Registrant's Current Report on Form 8-K filed with the Commission on
August 12, 1989.
(4) Incorporated herein by reference to the Exhibits to the
Registrant's Amendment No. 1 to Current Report on Form 8-K filed with
the Commission 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 * 617-526-5000
October 31, 1996
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
Re: EXECUTIVE STOCK AWARD PLAN
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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 120,000 shares (the "Shares") of Common
Stock, $.03 1/3 par value per share, of Iomega Corporation, a Delaware
corporation (the "Company"), issuable under the Company's Executive Stock
Award 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, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and the Shares, when issued and
paid for in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
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Iomega Corporation
October 31, 1996
Page 2
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
HALE AND DORR
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
reports dated January 26, 1996 included or incorporated by reference in Iomega
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
October 30, 1996
