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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 28, 1998
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Date of Report (date of earliest event reported)
QUANTUM CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-12390 94-2665054
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
500 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
408-894-4000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION ASSETS.
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On May 18, 1998, Quantum Corporation, a Delaware corporation (the
"Registrant"), entered into a definitive agreement (the "Acquisition Agreement")
providing for the merger (the "Merger") of Quick Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of the Registrant ("Sub"), with
and into ATL Products, Inc., a Delaware corporation ("ATL"). The Merger was
effected on September 28, 1998 (the "Effective Time"), pursuant to a Certificate
of Merger (the "Certificate of Merger") filed by ATL with the Secretary of State
of the State of Delaware. Pursuant to the Certificate of Merger, upon the
Effective Time of the Merger, each outstanding share of the Class A Common
Stock, $.0001 par value, and Class B Common Stock, $.0001 par value, of ATL
(collectively, "ATL Common Stock"), other than shares as to which appraisal
rights pursuant to the Delaware Business Corporation Law had been exercised and
shares held in the treasury of ATL or owned by Sub, the Registrant or any
wholly-owned subsidiary of ATL or the Registrant, were converted into the right
to receive 1.7554 (the "Exchange Ratio") shares of the Common Stock, $.01 par
value, of the Registrant ("Registrant Common Stock"), and each outstanding
option or right to purchase ATL Common Stock under the ATL 1996 Stock Incentive
Plan and the ATL 1997 Stock Incentive Plan (collectively, the "ATL Stock Option
Plans") were assumed by the Registrant and became an option or right to purchase
Registrant Common Stock, with appropriate adjustments to be made to the number
of shares issuable thereunder and the exercise price thereof based on the
Exchange Ratio. In addition, as a result of the Merger, the exercisability of
certain outstanding options under such ATL Stock Option Plans will accelerate by
50% as of the Effective Time of the Merger.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a purchase for financial reporting purposes in accordance with
generally accepted accounting principles. The assets of ATL were used, prior to
the Effective Time of the Merger, for the design, manufacturing, marketing and
servicing of automated magnetic tape libraries used to manage, store and
transfer data in networked computing environments, a use which the Registrant
intends to continue immediately following the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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The following financial statements and exhibits are filed as part of
this report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to Rule
3.05 of Regulation S-X:
Incorporated by reference to the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement on Form S-4 (File No. 333-61703)
filed with the Securities and Exchange Commission on August 24, 1998.
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before December 12,
1998.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibits.
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2.1 Agreement and Plan of Reorganization, dated as of May 18, 1998,
by and among Quantum Corporation, a Delaware corporation, ATL
Products, Inc., a Delaware corporation, and Quick Acquisition
Corporation, a Delaware corporation.
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Incorporated by reference to the Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 (File
No. 333-61703) filed with the Securities and Exchange Commission
on August 24, 1998.
2.2 Certificate of Merger by and between Quick Acquisition
Corporation, a Delaware corporation, and ATL Products, Inc, a
Delaware corporation, dated as of September 28, 1998.
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SIGNATURES
Pursuant to 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
/s/ Andrew Kryder
Dated: September 28, 1998 By:_______________________________
Andrew Kryder
Vice President, Finance and
General Counsel
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INDEX TO EXHIBITS
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<CAPTION> SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
<S> <C> <C>
2.1 Agreement and Plan of Reorganization, dated as of May 18, 1998, by
and among Quantum Corporation, a Delaware corporation, ATL
Products, Inc., a Delaware corporation, and Quick Acquisition
Corporation, a Delaware corporation.
Incorporated by reference to the Registrant's Post-Effective
Amendment
No. 1 to the Registration Statement on Form S-4 (File No. 333-61703)
filed with the Securities and Exchange Commission on August 24, 1998.
2.2 Certificate of Merger by and between Quick Acquisition Corporation, a
Delaware corporation, and ATL Products, Inc, a Delaware corporation,
dated as of September 28, 1998.
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EXHIBIT 2.2
CERTIFICATE OF MERGER
MERGING
QUICK ACQUISITION CORPORATION
A DELAWARE CORPORATION
WITH AND INTO
ATL PRODUCTS, INC.,
A DELAWARE CORPORATION
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Pursuant to Section 251 of the General Corporation Law of the State of Delaware
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ATL Products, Inc., a Delaware corporation ("ATL"), does hereby certify as
follows:
FIRST: Each of the constituent corporations, ATL and Quick Acquisition
Corporation ("SUB"), is a corporation duly organized and existing under the laws
of the State of Delaware.
SECOND: An Agreement and Plan of Reorganization (the "REORGANIZATION
AGREEMENT"), dated May 18, 1998, among Quantum Corporation, a corporation
organized under the laws of the State of Delaware, Sub and ATL, setting forth
the terms and conditions of the merger of Sub with and into ATL (the "MERGER"),
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 251 of the Delaware General
Corporation Law.
THIRD: ATL shall be the surviving corporation in the Merger (the
"SURVIVING CORPORATION"). The name of the Surviving Corporation shall be ATL
Products, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation is
amended to read in its entirety as set forth in Exhibit A hereto.
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FIFTH: An executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
ATL Products, Inc.
2801 Kelvin Avenue
Irvine, California 92614
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SIXTH: A copy of the Reorganization Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, ATL has caused this Certificate of Merger to be
executed in its corporate name as of the 28th day of September, 1998.
ATL PRODUCTS, INC.
/s/ Kevin C. Daly
By: _______________________________
Kevin C. Daly,
President and Chief Executive Officer
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
ATL PRODUCTS, INC.
A DELAWARE CORPORATION
ARTICLE ONE
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The name of this corporation is ATL Products, Inc. (the "Corporation").
ARTICLE TWO
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The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19901. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
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The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE FOUR
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This Corporation is authorized to issue one class of stock which is
designated Common Stock. The total number of shares of Common Stock authorized
to be issued is One Hundred (100) shares with a par value of $.0001 per share.
ARTICLE FIVE
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The Corporation is to have perpetual existence.
ARTICLE SIX
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Elections of directors need not be by written ballot unless and only to the
extent that the Bylaws of the Corporation shall otherwise provide.
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ARTICLE SEVEN
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The number of directors which constitute the whole Board of Directors of
the Corporation shall be fixed in the manner designated in the Bylaws of the
Corporation.
ARTICLE EIGHT
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In furtherance and not in limitation of the powers conferred by statute,
and subject to such limitations and exceptions contained in the Bylaws of the
Corporation, the Board of Directors is expressly authorized to make, alter,
amend or repeal the Bylaws of the Corporation.
ARTICLE NINE
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(a) To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
(b) The Corporation shall indemnify to the fullest extent permitted by
law (as the same exists or may hereafter be amended) any person made or
threatened to be made a party to a threatened, pending or completed action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he or she, his or her testator or intestate is or was
a director, officer, employee or agent of the Corporation or any predecessor
of the Corporation or serves or served at any other enterprise as a director,
officer, employee or agent at the request of the Corporation or any
predecessor to the Corporation against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred in connection with any such action, suit or proceeding. The foregoing
right of indemnification shall in no way be exclusive of any other rights of
indemnification to which any director or officer may be entitled under any
bylaw, agreement, vote of directors or stockholders or otherwise.
(c) Neither any amendment nor repeal of this Article Nine, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article Nine, shall eliminate or reduce the effect of
this Article Nine in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article Nine, would
accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE TEN
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Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision of Delaware law) outside of the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.
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ARTICLE ELEVEN
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Vacancies created by the resignation of one or more members of the Board of
Directors and newly created directorships, created in accordance with the Bylaws
of this Corporation, may be filled by the vote of a majority, although less than
a quorum, of the directors then in office, or by a sole remaining director.
ARTICLE TWELVE
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Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.
ARTICLE THIRTEEN
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The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by Delaware law, and all rights conferred upon
stockholders herein are granted subject to this reservation.
