As filed with the Securities and Exchange Commission on September 16, 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)
EMPLOYEE STOCK PURCHASE 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
650 Page Mill Road
Palo Alto, California 94304
<PAGE>
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 2,000,000 $15.9375 $31,875,000 $10,991.46
(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 September 12, 1994.
<PAGE>
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. 33-52192).
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).
<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 Milpitas, State of California,
on this 16th day of September, 1994.
QUANTUM CORPORATION
By /s/ Joseph T. Rodgers
Joseph T. Rodgers,
Executive Vice President, Finance,
Chief Financial Officer and Secretary
Page II-2
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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
amendment 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 dated indicated.
Signature Title Date
\s\ WILLIAM J. MILLER Chairman of the Board and Chief Sept. 16, 1994
(William J. Miller) Executive Officer (principal
executive officer)
\s\ JOSEPH T. RODGERS Executive Vice President, Finance, Sept. 16, 1994
(Joseph T. Rodgers) Chief Financial Officer, and
Secretary (principal financial
and accounting officer)
\s\ STEPHEN M. BERKLEY Director Sept. 16, 1994
(Stephen M. Berkley)
\s\ DAVID A. BROWN Director Sept. 16, 1994
(David A. Brown)
\s\ ROBERT J. CASALE Director Sept. 16, 1994
(Robert J. Casale)
\s\ EDWARD M. ESBER, JR. Director Sept. 16, 1994
(Edward M. Esber, Jr.)
\s\ STEVEN C. WHEELWRIGHT Director Sept. 16, 1994
(Steven C. Wheelwright)
Page II-3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Quantum Corporation
September 16, 1994
<PAGE>
Exhibit Index
Sequentially
Exhibit Numbered
Number Page
5.1 Opinion of counsel as to legality of 8
securities being registered.
23.1 Consent of Independent Auditors. 9
23.2 Consent of Counsel (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-3 of
Registration Statement)
<PAGE>
EXHIBIT 5.1
September 15, 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 September 16,
1994 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of an additional 2,000,000
shares of your Common Stock reserved for issuance under the Employee
Stock Purchase 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
<PAGE>
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 Employee Stock Purchase 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
September 16, 1994
