As filed with the Securities and Exchange Commission on November 29, 1995.
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.
Gregory M. Priest, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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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 2,200,000 $18.125 $39,875,000 $13,750.00
(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 on November
24, 1995.
<PAGE>
QUANTUM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There is hereby incorporated by reference into this Registration
Statement the Company's Form S-8 Registration Statement under the Securities
Act of 1933, as amended (File No. 33-55503), which became effective September
16, 1994.
<PAGE>
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 Ernst & Young LLP, 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 29th day of November, 1995.
QUANTUM CORPORATION
By \s\ Joseph T. Rodgers
Joseph T. Rodgers,
Executive Vice President, Finance,
Chief Financial Officer and Secretary
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Brown 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\ MICHAEL A. BROWN Chief Executive Officer November 29, 1995
(Michael A. Brown) (principal executive officer)
\s\ JOSEPH T. RODGERS Executive Vice President, November 29, 1995
(Joseph T. Rodgers) Finance, Chief Financial Officer,
and Secretary (principal financial
and accounting officer)
\s\ STEPHEN M. BERKLEY Chairman of the Board November 29, 1995
(Stephen M. Berkley)
\s\ DAVID A. BROWN Director November 29, 1995
(David A. Brown)
\s\ ROBERT J. CASALE Director November 29, 1995
(Robert J. Casale)
\s\ EDWARD M. ESBER, JR. Director November 29, 1995
(Edward M. Esber, Jr.)
\s\ STEVEN C. WHEELWRIGHT Director November 29, 1995
(Steven C. Wheelwright)
II-3
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Exhibit Index
Sequentially
Exhibit Numbered
Number Page
5.1 Opinion of counsel as to legality of
securities being registered. 9
23.1 Consent of Ernst & Young LLP,
Independent Auditors. 10
23.2 Consent of Counsel (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-3 of
Registration Statement)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Quantum Corporation
November 29, 1995
<PAGE>
EXHIBIT 5.1
November 28, 1995
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 November 29, 1995
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 2,200,000 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 LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of
Quantum Corporation of our report dated April 28, 1995, with respect to the
consolidated financial statements and schedule of Quantum Corporation included
in its Annual Report (Form 10-K) for the year ended March 31, 1995 filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
November 27, 1995
