As filed with the Securities and Exchange Commission on May 7, 1999
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)
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
Jonathan Wolfman, 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)
<TABLE>
Title of securities to be Amount to Proposed maximum offering Proposed maximum aggregate Amount of
registered be Registered price per share offering price registration fee
<S> <C> <C> <C> <C>
- ----------------------------- -------------------- ------------------------------ ----------------------------- -------------------
Common Stock 8,500,000 shares $4.84375 $41,171,875 $11,445.79 *
$.03 1/3 par value
- ----------------------------- -------------------- ------------------------------ ----------------------------- -------------------
</TABLE>
* 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 May 5, 1999 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended.
<PAGE>
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-26375), filed
by the Registrant on May 1, 1997, relating to the Registrant's 1997 Stock
Incentive Plan.
<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, State of Utah, on the 7th day of May, 1999.
IOMEGA CORPORATION
By: /s/Jodie K. Glore
-----------------------
President and
Chief Executive Officer
<PAGE>
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 of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/Jodie K. Glore May 7, 1999
----------------------
Jodie K. Glore President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/Dan E. Strong May 7, 1999
----------------------
Dan E. Strong Vice President, Corporate Controller and
Acting Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/David J. Dunn May 7, 1999
----------------------
David J. Dunn Chairman of the Board of Directors
/s/John W. Barter May 7, 1999
----------------------
John W. Barter Director
/s/Robert P. Berkowitz May 7, 1999
----------------------
Robert P. Berkowitz Director
/s/John R. Myers May 7, 1999
----------------------
John R. Myers Director
May 7, 1999
----------------------
M. Bernard Puckett Director
/s/John M. Seidl May 7, 1999
----------------------
John M. Seidl Director
/s/James E. Sierk May 7, 1999
----------------------
James E. Sierk Director
<PAGE>
<TABLE>
Exhibit
Number Description
- ------- ------------
<S> <C>
4.1 (1) Restated Certificate of Incorporation of the Registrant, as
amended.
4.2 (2) Amended and Restated By-Laws of the Registrant, as amended.
4.3 (3) Rights Agreement, dated as of July 28, 1989, between the
Registrant 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 Registrant and
BankBoston, as Rights Agent.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
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
the Registrant's Registration Statement on Form S-8
filed with the Commission on May 1, 1997 (File No.
333-26375).
(2) Incorporated herein by reference from the Exhibits to
the Registrant's Quarterly Report on Form 10-Q for the
period ended July 4, 1993 (File No. 000-11963), as
amended by Exhibit B to the Registrant's Definitive
Proxy Statement on Schedule 14A filed with the
Commission on March 11, 1997 (File No. 001-12333).
(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 (File No. 000-11963).
(4) Incorporated herein by reference from the Exhibits to
the Registrant's Amendment No. l to Current Report on
Form 8-K filed with the Commission on September 25,
1990 (File No. 000-11063).
</TABLE>
<PAGE>
Exhibit 5
HALE AND DORR LLP
COUNSELLORS AT LAW
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
May 7, 1999
Iomega Corporation
1821 West 4000 South
Roy, Utah 84067
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 8,500,000 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 1997 Stock Incentive Plan (the "Plan").
We have examined the Restated Certificate of Incorporation and Amended
and Restated 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 and the federal laws of the United States of
America.
<PAGE>
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. It is understood that this opinion is to be used
only inconnection 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
Items 601(b)(5) and 601(b)(23) 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
<PAGE>
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 19, 1999 included or incorporated by reference in Iomega
Corporation's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
- ------------------------
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
May 7, 1999
