As filed with the Securities and Exchange Commission on June 28, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUANTUM CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2665054
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
500 McCarthy Boulevard
Milpitas, CA 95035
(Address of principal executive offices)
1993 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JOSEPH T. RODGERS
Executive Vice President, Finance, Chief Financial Officer and Secretary
QUANTUM CORPORATION
500 McCarthy Boulevard
Milpitas, CA 95035
(408) 894-4000
(Name, address and telephone number of agent for service)
Copy to: Steven E. Bochner, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price(1) Fee
Common Stock 1,784,152 $12.25 $21,855,862.00 $7,536.56
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the NASDAQ National Market System
on June 23, 1994.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's earlier Registration Statement on Form
S-8 (File No. 33-72222).
The following additional Exhibits are hereby enclosed for filing:
Exhibit
Number
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
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 Milpitas, State of California, on
this 28th day of June, 1994.
QUANTUM CORPORATION
By /s/ Joseph T. Rodgers
Joseph T. Rodgers,
Executive Vice President, Finance,
Chief Financial Officer and Secretary
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Miller and Joseph T.
Rodgers, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
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 dates indicated.
Signature Title Date
\s\ WILLIAM J. MILLER Chairman of the Board and Chief June 28, 1994
(William J. Miller) Executive Officer (principal
executive officer)
\s\ JOSEPH T. RODGERS Executive Vice President, Finance, June 28, 1994
(Joseph T. Rodgers) Chief Financial Officer, and
Secretary (principal financial
and accounting officer)
\s\ STEPHEN M. BERKLEY Director June 28, 1994
(Stephen M. Berkley)
\s\ DAVID A. BROWN Director June 28, 1994
(David A. Brown)
\s\ ROBERT J. CASALE Director June 28, 1994
(Robert J. Casale)
\s\ EDWARD M. ESBER, JR. Director June 28, 1994
(Edward M. Esber, Jr.)
\s\ STEVEN C. WHEELWRIGHT Director June 28, 1994
(Steven C. Wheelwright)
II-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Quantum Corporation
June 28, 1994
Exhibit Index
Sequentially
Exhibit Numbered
Number Page
5.1 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-3 of
Registration Statement)
EXHIBIT 5.1
June 27, 1994
Quantum Corporation
500 McCarthy Boulevard
Milpitas, CA 95035
Re: Registration Statement
on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about June 28, 1994 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 1,784,152 shares of your
Common Stock reserved for issuance under the 1993 Long-Term Incentive Plan
(the "Plan"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of such Common Stock under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plan and pursuant to the agreements which accompany the Plan, the
Common Stock issued and sold thereby will be legally and validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1993 Long-Term Incentive Plan of
Quantum Corporation of our report dated April 22, 1994, with respect to the
consolidated financial statements and schedules of Quantum Corporation
included in its Annual Report on Form 10-K for the year ended March 31, 1994.
ERNST & YOUNG
Palo Alto, California
June 22, 1994
