As filed with the Securities and Exchange Commission on August 12, 1996.
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)
G. EDWARD MCCLAMMY
Acting Chief Financial Officer
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.
Jeffrey A. Herbst, 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 2,167,827 $12.3125 $26,691,370 $9,203.92
(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 August 7, 1996.
<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 are hereby incorporated by reference into this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission")
a. The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended.
b. The Company's Form S-8 Registration Statement under the Securities
Act of 1933, as amended (File No. 33-72222), which became effective November
30, 1993.
c. The description of the Company's Common Stock to be offered hereby
contained in the Company's Registration Statement on Form 8-A which became
effective August 1, 1983, pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing such documents.
<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 12th day of
August, 1996.
QUANTUM CORPORATION
By \s\ G. Edward McClammy
G. Edward McClammy,
Acting Chief Financial Officer
<PAGE>
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Brown and G. Edward McClammy,
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 August 12, 1996
(Michael A. Brown) (principal executive officer)
\s\ G. EDWARD MCCLAMMY Acting Chief Financial Officer August 12, 1996
(G. Edward McClammy) (principal financial
and accounting officer)
\s\ STEPHEN M. BERKLEY Chairman of the Board August 12, 1996
(Stephen M. Berkley)
\s\ DAVID A. BROWN Director August 12, 1996
(David A. Brown)
\s\ ROBERT J. CASALE Director August 12, 1996
(Robert J. Casale)
\s\ EDWARD M. ESBER, JR. Director August 12, 1996
(Edward M. Esber, Jr.)
\s\ STEVEN C. WHEELWRIGHT Director August 12, 1996
(Steven C. Wheelwright)
<PAGE>
II-3
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) 5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Quantum Corporation
August 12, 1996
<PAGE>
EXHIBIT 5.1
August 9, 1996
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 August 12, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 2,167,827 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
<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 1993 Long-Term Incentive Plan of Quantum
Corporation of our report dated May 3, 1996, 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, 1996 filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
August 6, 1996
