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)
EXECUTIVE STOCK OPTION AGREEMENT
(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)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of securities to Amount to Proposed maximum offering Proposed maximum Amount of
be registered be Registered price per share aggregate offering price registration fee
Common Stock 100,000 shares $4.09375 * $409,375 $113.81 *
$.03 1/3 par value
- ------------------------- ---------------- --------------------------- -------------------------- ------------------
</TABLE>
* Determined in accordance with Rule 457(h) of the Securities Act of
1933, based on the exercise price of the shares issuable hereunder.
<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 the sole participant under the Registrant's Executive Stock Option
Agreement with Jodie K. Glore (the "Option") 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
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.
<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 470,000 shares of
Common Stock of the Registrant.
Item 6. Indemnification
Under Article Sixth of the Registrant's Restated Certificate of
Incorporation, as amended, 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, 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.
<PAGE>
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 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;
<PAGE>
(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 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.
<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>
Exhibit Index
<TABLE>
Exhibit
Number Description
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<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 100,000 shares of Common
Stock, $.03 1/3 par value per share (the "Shares"), of Iomega Corporation, a
Delaware corporation (the "Company"), issuable under the non-statutory stock
option granted to Jodie K. Glore (the "Option").
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.
<PAGE>
Iomega Corporation
May 7, 1999
Page 2
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.
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 Option, 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
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
<PAGE>
