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As filed with the Securities and Exchange Commission on August 29,2000
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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QUANTUM CORPORATION
(Exact name of issuer as specified in its charter)
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DELAWARE 94-2665054
(State of incorporation) (I.R.S. Employer
Identification Number)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
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SUPPLEMENTAL STOCK OPTION PLAN
(Full title of the plan(s))
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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)
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Copy to:
Steven E. Bochner, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Amount Proposed Proposed
to be Maximum Maximum
Title of Securities to be Registered Offering Price Aggregate Amount of
Registered Per Share Offering Price Registration Fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HDDG Common Stock, par value
$0.01 per share 5,750,000 $9.03125(1) $51,929,687.50(1) $13,709.44
DSSG Common Stock, par value
$0.01 per share 9,750,000 $12.8125 (2) $124,921,875.00(2) $32,979.38
Total: $46,688.82
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</TABLE>
(1) 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 HDDG Common Stock as reported on the New York Stock
Exchange on August 22, 2000.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration II-1 fee based on the average of the high and
low price of the Company's DSSG Common Stock as reported on the New York
Stock Exchange on August 22, 2000.
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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, 2000, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above; and
(c) 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.
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.
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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.
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Exhibit Description
Number
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4.1 Supplemental Stock Option Plan.
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 II-4).
ITEM 9. Undertakings.
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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
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relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bon a 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.
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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 28th day
of August, 2000.
QUANTUM CORPORATION
By: /s/ Richard L. Clemmer
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Richard L. Clemmer,
Executive Vice President and
Chief Financial Officer
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 August 28, 2000
(Michael A. Brown) Officer)
/s/ Richard L. Clemmer Executive Vice President and Chief
---------------------------------------- Financial Officer (Principal Financial August 28, 2000
(Richard L. Clemmer) and Accounting Officer)
/s/ Stephen M. Berkley
---------------------------------------- Director August 28, 2000
(Stephen M. Berkley)
/s/ David A. Brown
---------------------------------------- Director August 28, 2000
(David A. Brown)
/s/ Robert J. Casale
---------------------------------------- Director August 28, 2000
(Robert J. Casale)
/s/ Edward M. Esber
---------------------------------------- Director August 28, 2000
(Edward M. Esber)
/s/ Gregory W. Slayton
---------------------------------------- Director August 28, 2000
(Gregory W. Slayton)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Supplemental Stock Option Plan
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 II-4 of Registration Statement)
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