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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
Date of Report (Date of earliest event reported): September 10, 1999
QUANTUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-12390 96-2665054
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
500 McCARTHY BOULEVARD, MILPITAS, CALIFORNIA 95035
(Address of principal executive offices of Registrant)
(408) 894-4000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS CURRENT REPORT ON
FORM 8-K (THE "REPORT") CONTAINS FORWARD-LOOKING STATEMENTS THAT KNOWN AND
UNKNOWN INVOLVE RISKS AND UNCERTAINTIES. IN PARTICULAR, SEE THE SECTION
ENTITLED "RISK FACTORS" IN THE PROXY STATEMENT/PROSPECTUS FILED AS PART OF THE
REGISTRATION STATEMENT ON FORM S-4 (NO. 333-84883) DECLARED EFFECTIVE BY THE SEC
ON AUGUST 10, 1998.
Defiant Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"), which was
a wholly owned subsidiary of Quantum Corporation, a Delaware corporation
("Quantum"), was merged with and into Meridian Data, Inc., a Delaware
corporation ("Meridian"), pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of May 10, 1999, among Quantum, Merger Sub, and
Meridian (the "Agreement"). The terms of the Agreement were determined through
arms' length negotiations between Quantum and Meridian.
The merger of Merger Sub with and into Meridian (the "Merger") became effective
at the time of the filing of a Certificate of Merger with the Delaware Secretary
of State on September 10, 1999 (the "Effective Time"). Approximately 62.5% of
the shares of Meridian common stock ("Meridian Common Stock") outstanding and
entitled to vote, approved the Agreement and the Merger.
Of the Meridian Common Stock eligible to vote on the Merger, approximately 0.2%
voted against the Agreement and the Merger and approximately 0.1% abstained.
At the Effective Time: (i) Merger Sub ceased to exist; (ii) Meridian, as the
surviving corporation in the Merger, became a wholly owned subsidiary of
Quantum; and (iii) subject to the provisions of the Agreement relating to the
payment of cash in lieu of fractional shares, each share of Meridian Common
Stock outstanding immediately prior to the Effective Time was converted into the
right to receive 0.4425 of a share Quantum--DSS & Storage System Group Common
Stock and 0.22125 of a share of Quantum--Hard Disk Drive Group Common Stock.
In addition, pursuant to the Agreement, at the Effective Time, all rights with
respect to Meridian options and warrants then outstanding, were converted into
and became rights with respect to Quantum Common Stock, and Quantum assumed each
such outstanding Meridian option and warrant in accordance with the terms of
such option. By virtue of the assumption by Quantum of such Meridian options,
from and after the Effective Time: (i) each Meridian option assumed by Quantum
may be exercised solely for Quantum--DSS & Storage System Group Common Stock and
Quantum--Hard Disk Drive Group Common Stock; (ii) the number of shares of
Quantum--DSS & Storage System Group Common Stock subject to each such Meridian
option is equal to the number of shares of Meridian Common Stock subject to such
option immediately prior to the Effective Time multiplied by 0.4425 and the
number of shares of Quantum--Hard Disk Drive Group Common Stock subject to each
such Meridian option is equal to the number of shares of Meridian Common Stock
subject to such option immediately prior to the Effective Time multiplied by
0.22125, in each case rounded down to the nearest whole share (with cash, less
the applicable exercise price, being payable for any fraction of a share); and
(iii) the per share exercise price under each such Meridian option was adjusted
by multiplying the per share exercise price under such Meridian option by 1.2068
and rounding up the nearest cent to determine the exercise price under such
option with respect to the Quantum--Hard Disk Drive Group Common Stock subject
to such Meridian option and by multiplying the per share exercise price under
such Meridian option by 1.6565 and rounding up the nearest cent to determine
the exercise price under such option with respect to the Quantum--DLT & Storage
System Group Common Stock subject to such Meridian option.
The former stockholders of Meridian are receiving approximately 4,053,465 shares
of Quantum--DSS & Storage System Group Common Stock and 2,026,732 shares of
Quantum--Hard Disk Drive Group Common Stock pursuant to the Merger. In
addition, shares of Meridian options were converted into and become rights with
respect to approximately 629,656 shares of Quantum--DSS & Storage System Group
Common Stock and 314,828 shares of Quantum--Hard Disk Drive Group Common Stock.
With respect to the Meridian options, Quantum assumed each such option in
accordance with the terms of the stock option plan under which it was issued and
the stock option agreement by which is it evidenced.
ITEM 5. QUANTUM CORPORATION CLOSES MERGER WITH MERIDIAN DATA, INC.
On September 10, 1999 Quantum closed its merger with Meridian. A press release
relating to closing of the merger is attached hereto as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
(1) The required financial statements with respect to the acquired business
referred to in Item 2 of this Report are incorporated by reference to such
financial statements as filed with the Securities and Exchange Commission
(the "Commission") by Meridian Data, Inc. ("Meridian") (Commission File
Number 0-21200) in Meridian's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 and in Meridian's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1999 and June 30, 1999.
(b) Pro Forma Financial Information
Not required.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as of May
10, 1999, among Quantum Corporation, a Delaware Corporation,
Defiant Acquisition Sub, Inc., a Delaware Corporation, and
Meridian Data, Inc., a Delaware Corporation, (incorporated
reference to Exhibit 2.1.1 to Registration Statement on Form S-4
(333-84883) filed with the Commission on August 10, 1999).
99.1 Press Release dated September 13, 1999 (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUANTUM CORPORATION
Dated: September 17, 1999 By: /s/ Richard L. Clemmer
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Richard L. Clemmer, Executive Vice
President and Chief Financial Officer
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EXHIBIT 99.1
QUANTUM BECOMES LEADER IN WORKGROUP NET-ATTACHED STORAGE MARKET WITH COMPLETION
OF MERIDIAN DATA ACQUISITION
Acquisition accelerates Quantum's storage systems strategy
MILPITAS, Calif., September 13, 1999-- Quantum Corporation today announced its
DLT and Storage Systems Group (NYSE: DSS) has completed the acquisition of
Meridian Data Incorporated. The move, which received shareholder approval
September 9, accelerates Quantum's plan to expand its storage systems business
by entering the network attached storage (NAS) appliance market.
Meridian Data stockholders received 0.2212 shares of HDD stock and 0.4425
shares of DSS stock for each share of Meridian Data stock. The aggregate value
of shares issued to current Meridian stockholders is approximately $90 million,
based on Sept. 10, 1999 closing stock prices. In addition, the accounting
purchase price will include the impact of outstanding Meridian stock options and
assumed liabilities.
Meridian Data, the leading supplier of workgroup NAS appliances, developed
the industry's first robust storage operating system (OS) for entry- and
workgroup-level appliances and created the award-winning Snap! Server network
attached storage product. From today, Meridian Data will become Quantum's Snap
Division, reporting to Peter van Cuylenburg, president of Quantum's DLT and
Storage Systems Group.
Quantum's Storage Systems Strategy
"Quantum's acquisition of Meridian Data is a critical part of our strategy
to expand our storage systems business," said Michael Brown, Quantum chairman
and CEO. "Our increased focus on the storage systems market is in direct
response to the rising need for both storage capacity and storage management,
which itself is being fueled by the explosive, worldwide growth of shared
digital content."
The acquisition of Meridian now positions Quantum as the leader in four of
the six markets it serves, including desktop hard disk drives, tape drives,
solid state systems and now workgroup-level NAS appliances -- where Meridian
Data has been the market leader.
"Quantum's position in the storage industry provides the broad exposure to
computer OEMs and distributors that will help us expand the market for Snap!
Server products," said van Cuylenburg. "The mutual benefits of this acquisition
are that Quantum will now assume the number one position in the workgroup NAS
market while strengthening the distribution channels and support infrastructure
for Snap! Server products."
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Network Attached Storage Appliances
Dataquest predicts that the entry- and workgroup-level NAS appliance
markets will grow from $160 million in 1998 to almost $4.5 billion by 2003,
placing these segments among the fastest growing in the computing market. The
Meridian acquisition enables Quantum to immediately enter the NAS appliance
market with an entire family of products for the fast-growing entry- and
workgroup-level segments of the market.
The Snap! Server NAS appliance, which ranges in capacity from 8 to 32
gigabytes (GB), offers plug-and-play attachment directly to workgroup-level
networks, providing instant additional network storage capacity. These systems
will be sold under the brand name Quantum Snap! Server and, in an approach
similar to that of its hard disk drive and DLTtape drive businesses, Quantum
will also offer NAS appliances customized for individual OEM requirements.
Quantum will also continue to offer Meridian Data's CD Net line of CD-ROM
servers.
Storage OS
The Snap! Server's operating system -- the industry's first OS developed
specifically for the PC LAN storage market -- is extremely robust, accommodating
up to 100 clients simultaneously using more than 50 different network operating
systems and protocols, including any Windows-based or Apple Macintosh client, as
well as LAN Manager and UNIX workstations. The Snap! Server is instantly
available to many, varied clients on the network, enabling clients of different
types to access data concurrently and share files across a wide range of network
operating systems and protocols.
According to van Cuylenburg, the Snap! Server's storage OS software is a
critical component of the Meridian Data acquisition. "This acquisition will
accelerate our efforts to support embedded intelligence in storage devices and
systems."
About Quantum
Founded in 1980, Quantum Corporation (www.quantum.com) is the world's leading
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storage supplier in four of the six markets it serves; desktop hard disk drives,
tape drives, network attached storage (NAS) appliances and solid state systems.
Quantum is also the second largest supplier of mid-range tape automation systems
and a leading supplier of high capacity hard disk drives. Selling its products
through OEM and distribution channels worldwide, Quantum's sales for the fiscal
year ending March 1999 were $4.9 billion. In 1999 Quantum became the first
Silicon Valley
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company to issue tracking stock, replacing its existing common stock with the
ticker symbols DSS and HDD, which track the separate performance of the
company's DLT and Storage Systems and Hard Disk Drive businesses. Both stocks
are traded on the New York Stock Exchange.
Quantum Corp., 500 McCarthy Blvd., Milpitas, Calif. 95035, www.quantum.com,
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408-894-4000
About Meridian Data
Founded in 1988, Meridian Data was a developer and manufacturer of easy-to-use
network storage solutions. With more than four million users, Meridian Data
systems are deployed worldwide throughout Fortune 1,000-class companies, small
businesses, government and educational institutions.
For more information on the Snap! Server and workgroup NAS products, please
visit (www.quantum.com) or call 1-888-343-SNAP.
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The foregoing statements regarding the potential impact of the acquisition of
Meridian Data Inc., and planned expansion into new markets, are forward looking
statements and actual results could vary. Factors which could affect actual
results include, but are not limited to, the successful integration of the two
companies, the successful integration of Meridian Data Inc. technology into
products and the ability to manufacture those products in sufficient quantity
and quality, and in a timely and cost effective manner, the market acceptance of
the products and the price/performance characteristics of competitive product
offerings, as well as other factors outlined in Quantum's filings with the
Securities and Exchange Commission.
Quantum and the Quantum logo are trademarks of Quantum Corporation, registered
in the United States and other countries. Snap! Server, CD Net and DLTtape are
trademarks of Quantum Corporation. All other trademarks are the property of
their respective owners.
