As filed with the Securities and Exchange Commission
on December 10, 1997
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 registrant 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)
1998 Employee Stock Purchase Plan
1998 International Employee Stock Purchase Plan
(Full title of the plan)
Laurie B. Keating, Esq.
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
(Name and address of agent for service)
(801) 778-1000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share price fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.031/3 par value
(including the
associated Stock
Purchase Rights) 3,000,000 $30.75(1) $92,250,000(1) $27,225
=====================================================================================================================
(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 New York Stock Exchange on December 8, 1997 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
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</TABLE>
<PAGE>
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 1998 Employee Stock Purchase
Plan and 1998 International Employee Stock Purchase Plan pursuant to Rule
428(b)(1) 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 following documents, which are filed with the Securities
and Exchange Commission (the "Commission"), are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (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 Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant,
$0.031/3 par value per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A 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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<PAGE>
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 LLP, Boston, Massachusetts. As
of the date hereof, partners of Hale and Dorr LLP own approximately 187,500
shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
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
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.
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<PAGE>
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
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The Exhibit Index immediately preceding the exhibits to this
Registration Statement is incorporated herein by reference.
Item 9. Undertakings
------------
1. The 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
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration
4
<PAGE>
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 with or furnished to the Commission
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 in 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 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 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 10th day of December, 1997.
IOMEGA CORPORATION
By: /s/ Leonard C. Purkis
Leonard C. Purkis
Senior Vice President, Finance
and Chief Financial Officer
6
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Iomega Corporation,
hereby severally constitute Leonard C. Purkis, Laurie B. Keating 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.
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 date indicated.
Signature Title Date
/s/ Kim B. Edwards President, Chief Executive November 24, 1997
Kim B. Edwards Officer and Director (Principal
Executive Officer)
/s/ Leonard C. Purkis Senior Vice President, Finance November 24, 1997
Leonard C. Purkis and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/David J. Dunn Chairman of the Board of November 21, 1997
David J. Dunn Directors
__________________ Director November __, 1997
David Duke
____________________ Director November __, 1997
Willem H.J. Andersen
/s/R.P. Berkowitz Director November 21, 1997
Robert P. Berkowitz
/s/ Michael J. Kucha Director November 21, 1997
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Michael J. Kucha
7
<PAGE>
Signature Title Date
/s/ John R. Myers Director November 21, 1997
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John R. Myers
/s/ John E. Nolan, Jr. Director November 23, 1997
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John E. Nolan, Jr.
/s/ John E, Sheehan Director November 24, 1997
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The Hon. John E. Sheehan
/s/ James A. Sierk Director November 21, 1997
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James A. Sierk
8
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Exhibit Index
Exhibit
Number Description
4.1(1) Restated Certificate of Incorporation of the Registrant, as
amended.
4.2(1) By-Laws of the Registrant, as amended
4.3(2) Rights Agreement, dated as of July 28, 1989, between the
Registrant and BankBoston, as Rights Agent
4.4(3) Amendment No. 1, dated September 24, 1990, to Rights
Agreement dated as of July 28, 1989 between the Registrant
and BankBoston, as Rights Agent
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 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 Registrant's
Quarterly Report on Form 10-Q for the period ended June 29, 1997.
(2) 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.
(3) 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.
9
EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
December 10, 1997
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
Re: 1998 Employee Stock Purchase Plan and 1998 International Employee
Stock Purchase 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 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 3,000,000 shares of Common Stock, $0.031/3 par value
per share (the "Shares"), of Iomega Corporation, a Delaware corporation (the
"Company"), issuable under the Company's 1998 Employee Stock Purchase Plan and
1998 International Employee Stock Purchase Plan (the "Plans").
We have examined the Restated Certificate of Incorporation of the
Company, as amended to date, and the By-Laws of the Company, as amended to date,
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 our 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 assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plans, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other
<PAGE>
than 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, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
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. 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,
/s/ HALE AND DORR LLP
---------------------
HALE AND DORR LLP
EXHIBIT 23.1
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 24, 1997 included or incorporated by reference in Iomega Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
December 10, 1997
