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As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. 333- ______
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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) (I.R.S. Employer
Identification Number)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
________________
MERIDIAN DATA, INC.
1987 MERIDIAN DATA INCENTIVE STOCK OPTION PLAN
1988 INCENTIVE STOCK PLAN
1995 DIRECTOR OPTION PLAN
1997 INCENTIVE STOCK 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 Maximum Maximum
Title of Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Quantum Corporation - Hard Disk
Drive Group Common Stock, par
value $0.01 per share (1) (3) $2,987,120 $831
Quantum Corporation - DLT & Storage
Group Systems Group Common Stock,
par value $0.01 per share (2)
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 313,480 shares of Hard Disk Drive Group Common Stock reserved for
issuance and subject to outstanding options under the Meridian Data, Inc.
1987 Meridian Data Incentive Stock Option Plan, 1988 Incentive Stock Plan,
1995 Director Option Plan and 1997 Incentive Stock Plan (collectively, the
"Meridian Plans").
(2) Includes 626,813 shares of DLT & Storage Systems Group Common Stock reserved
for issuance and subject to outstanding options under the Meridian Plans.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the weighted average exercise
price of $4.83 per share of Hard Disk Drive Group Common Stock and $2.35 per
share of DLT & Storage Systems Group Common Stock subject to outstanding
options under the Meridian Plans.
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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, 1999, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 27, 1999, filed pursuant to the 1934 Act;
(c) The description of the Company's Hard Disk Drive Group Common
Stock and DLT Storage Systems Group 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 the
Delaware General Corporation Law, and the Company has entered into agreements
with its officers, directors and certain key employees implementing such
indemnification.
II-2
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ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Inapplicable.
ITEM 8. Exhibits.
--------
Exhibit Description
Number
------- ---------------------------------------------------------------
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.
23.3 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
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,
<PAGE>
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.
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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 18th day
of October, 1999.
QUANTUM CORPORATION
By: /s/ Richard L. Clemmer
___________________________________
Richard L. Clemmer,
Executive Vice President and
Chief Financial Officer
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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
- ---------------------------------------- the Board (Principal Executive Officer) October 18, 1999
(Michael A. Brown)
/s/ Richard L. Clemmer Executive Vice President and Chief October 18, 1999
- ---------------------------------------- Financial Officer (Principal Financial
(Richard L. Clemmer) and Accounting Officer)
/s/ Stephen M. Berkley Director October 18, 1999
- ----------------------------------------
(Stephen M. Berkley)
/s/ David A. Brown Director October 18, 1999
- ----------------------------------------
(David A. Brown)
/s/ Robert J. Casale Director October 18, 1999
- ----------------------------------------
(Robert J. Casale)
/s/ Edward M. Esber Director October 18, 1999
- ----------------------------------------
(Edward M. Esber)
/s/ Steven C. Wheelwright Director October 18, 1999
- ----------------------------------------
(Steven C. Wheelwright)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<S> <C> <C>
5.1 Opinion of Counsel.....................................................
23.1 Consent of Ernst & Young LLP, Independent Auditors.....................
23.2 Independent Accountants' Consent.......................................
23.3 Consent of Counsel (contained in Exhibit 5.1)..........................
24.1 Power of Attorney (see Page 6 of Registration Statement)...............
</TABLE>
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Exhibit 5.1
October 18, 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 October 18, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 313,480 shares of Quantum Corporation--
Hard Disk Drive Group Common Stock, par value $.01 per share, and 626,813
shares of Quantum Corporation--DLT & Storage Systems Group Common Stock, par
value $0.01 per share (the "Shares"), reserved for issuance pursuant to the
Meridian Data, Inc. 1987 Meridian Data Incentive Stock Option Plan, 1988
Incentive Stock Plan, 1995 Director Option Plan and 1997 Incentive Stock Plan
(the "Plans"). As your counsel in connection with the preparation and filing
of the Registration Statement, 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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Exhibit 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Meridian Data, Inc. 1987 Meridian Data Incentive
Stock Option Plan, 1988 Incentive Stock Plan, 1995 Director Option Plan and 1997
Incentive Stock 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
October 13, 1999
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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
October 18, 1999
