<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
</TABLE>
QUANTUM CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
QUANTUM CORPORATION
500 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
INFORMATION STATEMENT
TO THE STOCKHOLDERS OF QUANTUM CORPORATION:
NOTICE IS HEREBY GIVEN that the Board of Directors of Quantum Corporation,
a Delaware corporation (the "Company"), has unanimously approved an amendment of
the Company's Certificate of Incorporation to increase the authorized number of
shares of Common Stock of the Company from 150,000,000 to 500,000,000 shares. In
order for such amendment to become effective, the amendment must be approved by
a majority of the Company's stockholders. The purpose of this Information
Statement is to solicit such approval by written consent. The amendment to the
Company's Certificate of Incorporation will be filed with the Secretary of State
of Delaware on or about April 29, 1997, if the Company's stockholders authorize
this action through their written consent prior to such time.
Only stockholders of record at the close of business on April 4, 1997 are
entitled to notice of the proposed action and to provide or withhold their
written consent to the amendment of the Company's Certificate of Incorporation.
By Order of the Board of
Directors
Richard L. Clemmer
Executive Vice President,
Finance and Chief Financial
Officer
Milpitas, California
April 7, 1997
YOUR CONSENT IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THE ACCOMPANYING
WRITTEN CONSENT OF STOCKHOLDERS BY APRIL 28, 1997.
THE FORM OF CONSENT TO BE COMPLETED DOES NOT CONSTITUTE A PROXY. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE> 3
INFORMATION STATEMENT
OF
QUANTUM CORPORATION
500 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
INFORMATION CONCERNING VOTING
This Information Statement and the accompanying stockholder's written
consent (the "Written Consent") are being furnished to the stockholders of
Quantum Corporation (the "Company") in connection with a proposal by the
Company's Board of Directors to amend the Company's Certificate of Incorporation
to increase the authorized number of shares of Common Stock from 150,000,000 to
500,000,000 shares. The Written Consent is solicited by the Board of Directors
of the Company and provides that a stockholder who signs the Written Consent and
mails it as directed will be counted as consenting to the proposed amendment if
the Written Consent is received before the close of business on April 28, 1997.
PROCEDURAL MATTERS
These materials are being mailed on or about April 7, 1997. Only
stockholders of record on April 4, 1997 are entitled to a notice of and to
consent or withhold consent to the proposed amendment of the Company's
Certificate of Incorporation. On that date, [ ] shares of Common Stock,
$0.01 par value (the "Common Stock") were outstanding and entitled to consent.
Before the amendment of the Certificate of Incorporation can become
effective, holders of a majority of the Company's outstanding Common Stock must
provide their written consent to such amendment. Stockholders authorizing the
increase in the number of authorized shares of Common Stock are asked to sign
and return the Written Consent by April 28, 1997. Each stockholder is entitled
to one vote for each share of Common Stock for purposes of the Written Consent.
Any consent may be revoked in writing at any time, provided such written
revocation is received by the Secretary of the Company prior to the close of
business on April 28, 1997. If holders of a majority of the Company's
outstanding Common Stock provide consent, the amendment of the Company's
Certificate of Incorporation is expected to become effective on or about April
29, 1997, upon the filing of the amendment with the Secretary of State of
Delaware.
COST OF SOLICITING CONSENTS
The cost of soliciting consents in the accompanying form has been, or will
be, borne by the Company. In addition to solicitation by mail, the Company
requests banks, brokers and other custodians, nominees and fiduciaries to send
Information Statements to the beneficial owners and to secure their instructions
as to the Written Consents. The Company will reimburse them for their reasonable
solicitation expenses.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE SHARES OF AUTHORIZED COMMON STOCK
In January 1997, the Board of Directors of the Company (the "Board")
unanimously adopted a resolution approving an amendment of the Company's
Certificate of Incorporation to increase the authorized number of shares of
Common Stock of the Company from 150,000,000 to 500,000,000 shares (the
"Amendment"). Each additional share of Common Stock authorized by the Amendment
when issued will have the same rights and privileges as each share of Common
Stock currently authorized or outstanding.
RECOMMENDATION
The Board believes it is in the best interest of the Company to increase
the authorized number of shares of Common Stock to the proposed level to provide
a reserve of shares available for future issuance as various
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business needs and opportunities arise. Such future activities may include,
without limitation, financings, establishing strategic relationships with
corporate partners, providing equity incentives to employees, officers or
directors, or effecting stock splits in the form of stock dividends.
Specifically, the Board has considered in the past and may consider in the
future declaring a stock split in the form of a stock dividend if the Board
determines that such a dividend would be in the best interest of the Company.
The additional shares of Common Stock authorized may also be used to acquire or
invest in complimentary businesses or products or to obtain the right to use
complementary technologies. Each of these actions could individually, and will
together, require that the Company have more than 150,000,000 shares of Common
Stock currently authorized for issuance. The Board believes it would be
advantageous to the Company to have such additional shares of Common Stock
available now, so that the Company can prevent the delay of calling a special
meeting of stockholders at the time the additional shares become necessary.
If the Amendment is authorized, the Board will have the authority to issue
the additional shares of Common Stock without further action by the
stockholders, except as provided under applicable rules and regulations. Current
holders of Common Stock have no preemptive or similar rights, which means that
current stockholders do not have a right to purchase any new issuance of Common
Stock in order to maintain their proportionate ownership interest. In addition,
the issuance of additional shares of Common Stock in certain transactions and
under certain circumstances could have the effect of discouraging a hostile
attempt to acquire control of the Company. For example, additional shares of
Common Stock could be sold to persons, groups or entities known to be favorable
to management or the Board. The issuance of additional shares of Common Stock
could also be used to dilute the stock ownership of a person or entity seeking
to obtain control of the Company should the Board consider the action of such
person or entity not to be in the best interest of the Stockholders of the
Company. The Board is not aware of any present effort by any person or entity to
accumulate the Company's securities or to obtain control of the Company.
REQUIREMENT FOR STOCKHOLDER APPROVAL
A majority of the shares of Common Stock issued and outstanding as of the
Record Date is required to approve the proposed amendment to the Certificate of
Incorporation, as described above. Upon receipt of such majority approval, the
amendment of the Company's Certificate of Incorporation is expected to become
effective on or about April 29, 1997, upon the filing of the amendment with the
Secretary of State of Delaware.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS APPROVE
THE PROPOSED AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION.
2
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 7, 1997, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock, (ii) each of the Company's directors,
(iii) all individuals serving as the Company's Chief Executive Officer during
fiscal year 1996 and each of the four other most highly compensated individuals
who served as executive officers of the Company at fiscal year end and (iv) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE
NAME AMOUNT OWNED OWNED
-------------------------------------- ------------ ----------------------
<S> <C> <C>
FMR Corp.............................. 7,744,501(1) 11.84%
82 Devonshire Street
Boston, MA 02109-3014
Sanford C. Bernstein.................. 3,878,903 5.93%
767 Fifth Avenue
New York, NY 10153
J.P. Morgan & Company, Inc............ 3,704,144(2) 5.66%
60 Wall Street
New York, New York 10260
Capital Research and Management....... 3,433,020(3) 5.25%
333 S. Hope Street
Los Angeles, CA 90071
Franklin Templeton Group.............. 3,330,000 5.09%
777 Mariners Island Blvd.
San Mateo, CA 94404
Stephen M. Berkley.................... 346,729(4) *
David A. Brown........................ 45,312(5) *
Michael A. Brown...................... 368,149(6) *
Robert J. Casale...................... 27,500(7) *
Edward M. Esber, Jr................... 35,000(8) *
Kenneth Lee........................... 238,669(9) *
William J. Miller..................... -- *
William F. Roach...................... --(10) *
Joseph T. Rodgers..................... 147,567(11) *
Steven C. Wheelright.................. 31,125(12) *
All directors and executive officers
as a group.......................... 1,409,394(13) 2.11%
</TABLE>
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* Less than 1%
(1) Amount based upon the most recent available Form 13G filing with the
Securities and Exchange Commission on February 12, 1997.
(2) Includes 19,195 shares subject to the Convertible Subordinated Debenture
due March 1, 2003.
(3) Amount based upon the most recent available Form 13G filing with the
Securities and Exchange Commission on February 14, 1997.
(4) Represents 310,831 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(5) Represents 45,312 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(6) Represents 363,375 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
3
<PAGE> 6
(7) Represents 27,500 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(8) Represents 15,000 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(9) Represents 221,566 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(10) Amount based upon most recent available Form 4 filed with the Securities
and Exchange Commission in July 1996.
(11) Represents 114,045 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter. Amount based upon most recent
available Form 4 filed with the Securities and Exchange Commission in
February 1996.
(12) Represents 31,125 shares subject to stock options exercisable at March 7,
1997 or within sixty (60) days thereafter.
(13) Represents 1,290,735 shares subject to stock options exercisable at March
7, 1997 or within sixty (60) days thereafter.
4
