<PAGE>
As filed with the Securities and Exchange
Commission on August 9, 1999
Registration No. 333-
================================================================================
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) (I.R.S. Employer
Identification Number)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
----------------------
1986 STOCK OPTION PLAN
1993 LONG-TERM INCENTIVE PLAN
1996 BOARD OF DIRECTORS STOCK OPTION PLAN
ATL PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN
ATL PRODUCTS, INC. 1997 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan(s))
----------------------
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
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed Amount of
Amount Maximum Maximum Registration Fee
Title of Securities to be to be Offering Price Aggregate
Registered Registered Per Share Offering Price
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hard Disk Drive Group Common Stock,
par value $0.01 per share 16,302,382 (1) (3) $82,806,857(3) $23,020.31
DLT & Storage Systems Group Common
Stock, par value $0.01 per share 32,604,764 (2) (3) $464,008,263(3) $128,994.30
- ----------------------------------------------------------------------------------------------------------
==========================================================================================================
</TABLE>
(1) Includes 1,467,906 shares reserved for issuance pursuant to the 1986 Stock
Option Plan, 12,566,487 shares reserved for issuance pursuant to the 1993
Long-Term Incentive Plan, 300,000 shares reserved for issuance pursuant to
the 1996 Board of Directors Stock Option Plan, 598,994 shares reserved for
issuance pursuant to the ATL Products, Inc. 1996 Stock Incentive Plan,
99,751 shares reserved for issuance pursuant to the ATL Products, Inc. 1997
Stock Incentive Plan and 1,269,244 shares reserved for issuance pursuant to
the Employee Stock Purchase Plan.
(2) Includes 2,935,812 shares reserved for issuance pursuant to the 1986 Stock
Option Plan, 25,132,974 shares reserved for issuance pursuant to the 1993
Long-Term Incentive Plan, 600,000 shares reserved for issuance pursuant to
the 1996 Board of Directors Stock Option Plan, 1,197,988 shares reserved
for issuance pursuant to the ATL Products, Inc. 1996 Stock Incentive Plan,
199,502 shares reserved for issuance pursuant to the ATL Products, Inc.
1997 Stock Incentive Plan and 2,538,488 shares reserved for issuance
pursuant to the Employee Stock Purchase Plan.
(3) In accordance with Rule 457(h), for options outstanding under the plans,
the registration fee is based on the weighted average exercise price of
$13.10 per share and $4.77 per share for the outstanding options to
purchase DLT & Storage Systems Group Common Stock ("DSSG Stock") and Hard
Disk Drive Group Common Stock ("HDDG Stock"), respectively. As of August 5,
1999, there were approximately 26,178,657 outstanding options to purchase
DSSG Stock and approximately 13,089,328 outstanding options to purchase
HDDG Stock. For the remaining shares of DSSG Stock and HDDG Stock reserved
for issuance under the plans but not subject to outstanding options, the
registration fee is based on the average of the high and low price of the
DSSG Stock and HDDG Stock which was $18.84 and $6.34, respectively, as
reported on the New York Stock Exchange on August 5, 1999.
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<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, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
(b) The description of the Company's Common Stock and Preferred Share
Purchase Rights contained in the Company's Registration Statement on Form
8-A filed July 21, 1999 pursuant to Section 12(b) of the 1934 Act 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.
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.
II-1
<PAGE>
<TABLE>
ITEM 8. Exhibits.
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<S> <C>
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 Independent Accountants' Consent--MKE-Quantum Components LLC.
23.3 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
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.
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-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 ____ day
of August, 1999.
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 and all 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 Chairman of August 9, 1999
- ---------------------------------------- the Board (Principal Executive Officer)
(Michael A. Brown)
/s/ Richard L. Clemmer Chief Financial Officer (Principal August 9, 1999
- ---------------------------------------- Financial and Accounting Officer)
(Richard L. Clemmer)
/s/ Stephen M. Berkeley Director August 9, 1999
- ----------------------------------------
(Stephen M. Berkley)
/s/ David A. Brown Director August 9, 1999
- ----------------------------------------
(David A. Brown)
/s/ Robert J. Casale Director August 9, 1999
- ----------------------------------------
(Robert J. Casale)
/s/ Edward M. Esber Director August 9, 1999
- ----------------------------------------
(Edward M. Esber)
/s/ Steven C. Wheelwright Director August 9, 1999
- ----------------------------------------
(Steven C. Wheelwright)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- ----------------------------------------------------------------------
5.1 Opinion of Counsel....................................................
23.1 Consent of Ernst & Young, LLP, Independent Auditors...................
23.2 Independent Accountants' Consent--MKE-Quantum Components LLP..........
23.3 Consent of Counsel (contained in Exhibit 5.1).........................
24.1 Power of Attorney (see Page II-5 of Registration Statement)...........
<PAGE>
Exhibit 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
August 9, 1999
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 August 9, 1999
(the "Registration Statement"), in connection with the Registration under the
Securities Act of 1933, as amended, of 16,302,382 shares of Quantum
Corporation--HDDG Common Stock, par value $.01 per share, and 32,604,764
shares of Quantum Corporation--DSSG Common Stock, par value $0.01 per share
(the "Shares"), reserved for issuance pursuant to the 1986 Stock Option Plan,
the 1993 Long-Term Incentive Plan, the 1996 Board of Directors Stock Option
Plan, the ATL Products, Inc. 1996 Stock Incentive Plan, the ATL Products, Inc.
1997 Stock Incentive Plan and the Employee Stock Purchase Plan (the "Plans").
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
plans.
It is our opinion, when issued and sold in the manner referred to in the
plans, 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,
/s/ Wilson Sonsini Goodrich & Rosati
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 1986 Stock Option Plan, the 1993 Long-Term
Incentive Plan, the 1996 Board of Directors Stock Option Plan, the ATL Products,
Inc. 1996 Stock Incentive Plan, the ATL Products, Inc. 1997 Stock Incentive Plan
and the Employee Stock Purchase Plan of Quantum Corporation of our report
dated April 26, 1999, 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, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
August 3, 1999
<PAGE>
Exhibit 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Members
MKE-Quantum Components LLC:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Quantum Corporation of our report dated April 14, 1998,
except for notes 6(b) and 12, which are as of June 5, 1998, with respect to the
consolidated balance sheet of MKE-Quantum Components LLC as of March 5, 1998,
and the related consolidated statements of operations, members' equity, and cash
flows for the period from May 16, 1997 (Inception) through March 31, 1998, which
report appears in Form 8-K of Quantum Corporation dated March 26, 1999.
/s/ KPMG LLP
Boston, Massachusetts
August 6, 1999
