SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K / A-3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 3, 1994
QUANTUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-12390 94-2665054
(Commission File No.) (IRS Employer Identification No.)
500 McCarthy Boulevard
Milpitas, CA 95035
(Address of principal executive offices and zip code)
Registrant's telephone number,
including area code: (408) 894-4000
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The undersigned registrant hereby amends the following item of its
Current Report on Form 8-K dated October 3, 1994 which was filed
on October 17, 1994 and amended on January 30, 1995, and on
March 28, 1995 as set forth below.
ITEM 2. Acquisitions or Dispositions of Assets
On July 18, 1994, Quantum Corporation (the "Company") entered into a
Stock and Asset Purchase Agreement (the "Agreement"), as amended by
Amendment No. 1, dated as of October 3, 1994 (the "Amendment No. 1"), as
supplemented by the Supplemental Agreement to the Stock and Asset
Purchase Agreement, dated as of October 3, 1994 (the "Supplemental
Agreement") pursuant to which the Company agreed to acquire from Digital
Equipment Corporation ("Digital"): (i) the stock of certain subsidiaries
of Digital, including 81% of the capital stock of Rocky Mountain
Magnetics, Inc., a Delaware corporation ("RMMI"), pursuant to the RMMI
Stock Purchase Agreement, dated as of July 18, 1994; and (ii) certain of
the other assets related to the data storage business conducted by
Digital directly and through its subsidiaries, including the design,
manufacture and marketing of computer disk drive, tape drive, tape media
solid state memory device and magnetic recording head products and
optical storage devices and technology other than CD-ROM but not
including Digital's subsystems, video-server, CD-ROM media business or
floppy diskette media business (the "Business"), and to assume certain
specified liabilities related to the Business. The transaction closed
on October 3, 1994. The Company plans to continue to use the assets in
substantially the same business.
The total purchase price was $360 million, plus assumption by the
Company of specified liabilities related to the Business. The purchase
price is subject to post-closing reduction to the extent that the value
of inventory and property, plant and equipment transferred at closing
was less than specified levels or if capital expenditures made by
Digital related to the Business are less than specified levels. The
purchase price was paid with $290,000,000 in cash and a $70,000,000
note. The source of funds for the purchase price was existing cash from
Bank of America and funds provided by a credit facility provided by a
syndicate of banks managed by ABN AMRO N.V., Barclays Bank PLC and
Canadian Imperial Bank of Commerce.
In addition, the Company and Digital entered into a multi-year Supply
Agreement, dated as of October 3, 1994 (the "Supply Agreement"),
pursuant to which the Company has agreed to sell to Digital and its
subsidiaries certain products related to the Business beginning at the
closing of the transaction. The Company and Digital have further agreed
to negotiate in good faith an extension of the Supply Agreement within
the last two quarters of the initial term although no such renewal is
required under the contract. In addition, Digital has the right to
issue purchase orders for certain repairs to products purchased under
the Supply Agreement from the date of the purchase of such original
products from the Company. Digital has also agreed to purchase certain
of its and its subsidiary requirements for rigid disk drives, Digital
linear tape drives, media, loaders and comparable tape products and
solid state disks during the term of the Supply Agreement.
The foregoing description of the proposed transaction is qualified by
the full text of the Agreement, the Amendment No. 1, the Supplemental
Agreement, the RMMI Stock Purchase Agreement, dated as of July 18, 1994
among Quantum Corporation, Digital Equipment Corporation and Rocky
Mountain Magnetics, Inc. and the Patent Assignment and License
Agreement, dated as of October 3, 1994, by and between Digital Equipment
Corporation and Quantum Corporation, copies of which have been filed as
Exhibits to this Current Report on Form 8-K and are hereby incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
QUANTUM CORPORATION
Dated: June 27, 1995
By: /S/ JOSEPH T. RODGERS
Executive VP Finance,
Chief Financial Officer
and Secretary
