As filed with the Securities and Exchange Commission on July 2, 1997.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 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 of incorporation) (IRS Employer Identification No.)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
------------------------------------
1993 Long-Term Incentive Plan
(Full title of the plan)
------------------------------------
Richard L. Clemmer
Chief Financial Officer
Quantum Corporation
500 McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
(408) 894-4000
(Telephone number, including area code, of agent for service)
------------------------------------
Copy to:
Steven E. Bochner, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================ =================== ================ =================== ==================
<CAPTION>
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Offering
Per Share* Price*
- -------------------------------------------- ------------------- ---------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 5,234,578 $20.125 $105,345,882 $31,923.00
============================================ =================== ================ =================== ==================
<FN>
* Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the prices of the Company's Common
Stock as reported on the Nasdaq National Market on June 27, 1997.
=======================================================================================================================
</FN>
</TABLE>
<PAGE>
QUANTUM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (Quantum Corporation is sometimes referred to
herein as the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's current report on Form 8-K filed June 2,
1997, pursuant to Section 13 of the 1934 Act.
(c) 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.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed August 1, 1983
pursuant to Section 12(b) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
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 in this
Registration Statement and to be part hereof from the date of filing of such
documents.
II-1
<PAGE>
The following additional Exhibits are hereby enclosed for filing:
Exhibit
Number Description
------ -----------
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-4).
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Quantum Corporation, a corporation organized and existing under the
laws of the State of Delaware, 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 2nd day of July, 1997.
QUANTUM CORPORATION
By: \s\ RICHARD L. CLEMMER
-----------------------------
Richard L. Clemmer,
Chief Financial Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Brown and Richard L. Clemmer,
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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
\s\MICHAEL A. BROWN Chief Executive Officer July 2, 1997
- ------------------------------ (Principal Executive Officer)
Michael A. Brown
\s\RICHARD L. CLEMMER Chief Financial Officer July 2, 1997
- ----------------------------- (Principal Financial and
Richard L. Clemmer Accounting Officer)
\s\STEPHEN M. BERKLEY Chairman of the Board July 2, 1997
- ------------------------------
Stephen M. Berkley
\s\DAVID A. BROWN Director July 2, 1997
- ------------------------------
David A. Brown
\s\ROBERT J. CASALE Director July 2, 1997
- ------------------------------
Robert J. Casale
\s\EDWARD M. ESBER Director July 2, 1997
- ------------------------------
Edward M. Esber
\s\STEVEN C. WHEELWRIGHT Director July 2, 1997
- ------------------------------
Steven C. Wheelwright
II-4
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- -------------------------------------------------------------------------------
23.1 Consent of Ernst & Young LLP, Independent Auditors ............... 9
23.2 Consent of Counsel (contained in Exhibit 5.1)..................... 8
24.1 Power of Attorney (see Page II-4 of Registration Statement)....... 6
Exhibit 5.1
July 1, 1997
Quantum Corporation
500 McCarthy Boulevard
Milpitas, CA 95035
RE: Registration Statement on Form S-8
Ladies and 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 July 2, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 5,234,578 additional shares of your
Common Stock, par value $.01 per share (the "Shares"), reserved for issuance
pursuant to the 1993 Long-Term Incentive Plan (the "Plan"). As your counsel in
connection with the transaction, 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 the Shares pursuant to the Plan.
It is our opinion, when issued and sold in the manner referred to in
the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
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 and any amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
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 April 28, 1997 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, 1997 filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
June 27, 1997
