<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 33-_________
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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 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share* Offering Price* Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 6,435,167 $19.25 $123,876,967.70 $36,543.70
$0.01 per share
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</TABLE>
* Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the average of the high and low price
of the Company's Common Stock as reported on the Nasdaq National Market on June
25, 1998.
(1) The shares covered by this Registration Statement represent the shares of
Common Stock which have become available for issuance under the Registrant's
1993 Long-Term Incentive Plan as a result of its share replenishment feature.
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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, 1998, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
(b) The Company's Form S-8 Registration Statement under the Securities
Act of 1933, as amended (the "1933 Act") (File No. 33-72222), which became
effective November 30, 1993.
(c) The Company's Form S-8 Registration Statement under the 1933 Act
(File No. 33-30627), which became effective July 2, 1997.
(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 and any amendment or report filed for the
purpose of updating any such description; and
(e) Quantum's Registration Statement on Form 8-A filed on August 5,
1988, relating to the Company's Preferred Share Purchase Rights and any
amendment or report filed for the purpose of updating any such description;
and
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.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Inapplicable.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The Company's Bylaws provide for the mandatory indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by Delaware
General Corporation Law, and the Company has entered into agreements with its
officers, directors and certain key employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Inapplicable.
ITEM 8. EXHIBITS
--------
Exhibit
Number Description
------- -----------
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS
------------
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the Delaware General
Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of
the Company, indemnification agreements entered into between the Company and its
officers and directors or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the Company
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
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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 30 day
of June, 1998.
QUANTUM CORPORATION
By: /s/ Richard L. Clemmer
_______________________________________
Richard L. Clemmer,
Chief Financial Officer
II-4
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael A. Brown Chief Executive Officer and June 30, 1998
- ----------------------------- Chairman of the Board
(Michael A. Brown) (Principal Executive Officer)
/s/ Richard L. Clemmer Chief Financial Officer June 30, 1998
- ----------------------------- (Principal Financial and
(Richard L. Clemmer) Accounting
Officer)
/s/ Stephen M. Berkley Director June 30, 1998
- -----------------------------
(Stephen M. Berkley)
/s/ David A. Brown Director June 30, 1998
- -----------------------------
(David A. Brown)
Director June 30, 1998
- -----------------------------
(Robert J. Casale)
Director June 30, 1998
- -----------------------------
(Edward M. Esber)
/s/ Steven C. Wheelwright Director June 23, 1998
- -----------------------------
(Steven C. Wheelwright)
</TABLE>
II-5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------------------------------------------------- ------------
<C> <S> <C>
5.1 Opinion of Counsel......................................................
23.1 Consent of Independent Auditors.........................................
23.2 Consent of Counsel (contained in Exhibit 5.1)...........................
24.1 Power of Attorney (see Page II-5 of Registration Statement).............
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EXHIBIT 5.1
June 30, 1998
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 June 30, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 6,435,167 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
<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 our report dated
April 21, 1998, with respect to the consolidated financial statements and
schedules of Quantum Corporation included in its Annual Report (Form 10-K) for
the year ended March 31, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG L.L.P.
Palo Alto, California
June 26, 1998
