<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
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)
IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN
(Full title of the Plan)
Paul P. Brountas, Esq.
Hale and Dorr LLP, 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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-------------------------- --------------------- ----------------------------- --------------------------- --------------------
<S> <C> <C> <C> <C>
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
Common Stock $.03 1/3 2,500,000 (1) 4.15625 (2) 10,390,625 (2) $3,065.24
par value
-------------------------- --------------------- ----------------------------- --------------------------- --------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(1) The Iomega Retirement and Investment Savings Plan ("401(k) Plan") permits
employees of the Company and its subsidiaries to purchase shares of the
Company's Common Stock as one of their investment options under the 401(k)
Plan. Such shares are acquired by the plan administrator in open market
transactions. The number of shares registered represents a three-year
estimate of the maximum number of shares which may be so purchased, based
on the estimated aggregate amount of employee and employer contributions
to the 401(k) Plan during such three-year period, the estimated percentage
of such contributions directed by participants to be invested in the
Company's Common Stock and the average of the high and low prices of the
Common Stock on the New York Stock Exchange on September 28, 1998.
(2) 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 September 28, 1998 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This Registration Statement relates to shares of Iomega Common Stock
that may be acquired by employees of the Company and its subsidiaries under the
Iomega Retirement and Investment Savings Plan (the "401(k) Plan"). Shares of
Iomega Common Stock acquired under the 401(k) Plan are obtained by the plan
administrator through open market purchases at prevailing market prices. Such
transactions do not involve the original issuance by the Company of any new
shares of Common Stock or result in a change in the number of outstanding shares
of Common Stock of the Company.
INCORPORATION OF PRIOR REGISTRATION STATEMENT
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 filed by the Company on
August 23, 1995, relating to the 401(k) Plan (File No. 033-62029).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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, State of Utah, on the 27 day of September,
1998.
IOMEGA CORPORATION
By: /s/ James E. Sierk
James E. Sierk
President and
Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Iomega Corporation,
hereby severally constitute Laurie B. Keating, Patrick J. Rondeau and Jonathan
Wolfman, 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 dates indicated.
Signature Title Date
/s/ James E. Sierk President, Chief Executive Officer September 27, 1998
- -------------------- and Director (Principal
James E. Sierk Executive Officer)
/s/ Dan E. Strong Vice President and Corporate September 30, 1998
- -------------------- Controller and Acting Chief
Dan E. Strong Financial Officer (Principal
Financial and Accounting Officer)
/s/ David J. Dunn Chairman of the Board September 28, 1998
- -------------------- of Directors
David J. Dunn
/s/ John W. Barter Director September 29, 1998
- --------------------
John W. Barter
/s/ Robert P. Berkowitz Director September 30, 1998
- --------------------
Robert P. Berkowitz
/s/ John R. Myers Director September 29, 1998
- --------------------
John R. Myers
/s/ John E. Nolan Director September 29, 1998
- --------------------
John E. Nolan
/s/ John E. Sheehan Director September 30, 1998
- --------------------
The Honorable
John E. Sheehan
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Roy, State of Utah, on
the 30th day of September, 1998.
IOMEGA RETIREMENT AND
INVESTMENT SAVINGS PLAN
By: /s/ Robert J. Simmons
--------------------
Robert J. Simmons
Trustee
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------- -------------------
4.1 (1) Restated Certificate of Incorporation of the Company, as amended.
4.2 (2) By-Laws of the Company, as amended.
4.3 (3) Rights Agreement, dated as of July 28, 1989, between the Company
and BankBoston, as Rights Agent.
4.4 (4) Amendment No. 1, dated September 24, 1990, to Rights Agreement
dated as of July 28, 1989 between the Company and BankBoston, as
Rights Agent.
23.1 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
----------------------
(1) Incorporated herein by reference to the exhibits to the
Company's Quarterly Report on Form 10-Q for the period ended
June 29, 1997 (File No. 1-12333).
(2) Incorporated herein by reference to the exhibits to the
Company's Quarterly Report on Form 10-Q for the period ended
June 28, 1998 (File No. 1-12333).
(3) Incorporated herein by reference to the exhibits to the
Company's Current Report on Form 8-K filed with the
Commission on August 12, 1989 (File No. 1-12333).
(4) Incorporated herein by reference to the exhibits to the
Company's Amendment No. l to Current Report on Form 8-K filed
with the Commission on September 25, 1990 (File No. 1-12333).
<PAGE>
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 20, 1998 included or incorporated by reference in Iomega Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and our
report dated May 29, 1998 included in the Annual Report of the Iomega Retirement
and Investment Savings Plan on Form 11-K for the fiscal year ended December 31,
1997, and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Salt Lake City, Utah
September 30, 1998
