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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): October 3, 2000
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Quantum Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-12390 96-2665054
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 McCarthy Boulevard, Milpitas, California 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 894-4000
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
(a) On October 3, 2000, Quantum Corporation, a Delaware corporation
("Quantum"), Maxtor Corporation, a Delaware corporation ("Maxtor"), Insula
Corporation, a Delaware corporation and wholly-owned subsidiary of Quantum
("Spinco"), and Hawaii Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Maxtor ("Merger Sub"), entered into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which
Quantum has agreed to sell its Hard Disk Drive Group ("the "HDD Business") to
Maxtor (the "Disposition"). Under the terms of the Disposition, Quantum will
assign to Spinco and Spinco will assume the assets and liabilities of the HDD
Business. Immediately following the assignment and assumption, Quantum will
redeem all shares of HDD common stock from the holders of such shares in
exchange for shares of Spinco common stock (the "Redemption"). Immediately
following the Redemption, Merger Sub will be merged with and into Spinco (the
"Merger") with Spinco as the surviving corporation of the Merger. In the Merger,
each share of Spinco common stock (formerly HDD common stock prior to the
Redemption) will be converted into the right to receive 1.52 shares of Maxtor
common stock. A copy of the Merger Agreement is attached hereto as Exhibit 2.1
and incorporated herein by reference.
Based on the closing price of one share of Maxtor common stock of
$9.375 on the Nasdaq National Market on October 4, 2000, the day the Disposition
was announced, the Disposition is valued at $1.2 billion. The amount of such
consideration was determined based upon arm's-length negotiations between Maxtor
and Quantum. The Merger Agreement also provides for the payment under certain
circumstances of a fee of $35 million by either Quantum or Maxtor to the other
party in the event the Merger Agreement is terminated. The companies anticipate
that the closing of the Disposition will occur in the first calendar quarter of
2001.
The Disposition is intended to qualify as a tax-free reorganization
under the Internal Revenue Code of 1986, as amended. The consummation of the
Disposition is subject to the satisfaction of certain conditions, including
certain regulatory approvals and the approval of the stockholders of HDD Common
Stock and Maxtor.
A copy of the press release announcing the Merger Agreement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
This document may include forward-looking statements within the meaning
of Safe Harbor provisions of the U.S. federal securities laws. These statements
are based on current expectations, estimates and projections about the general
economy and Quantum's and Maxtor's lines of business and are generally
identifiable by statements containing words such as "expects," "believes,"
"estimates," or similar expressions. Statements related to the future
performance involve certain assumptions, risks and uncertainties, many of which
are beyond the control of Quantum or Maxtor, and include, among others, foreign
and domestic product and price competition, cost effectiveness, changes in
governmental regulations, general economic and market conditions in various
geographic areas, interest rates and the availability of capital. Although
Quantum and Maxtor believe their respective expectations reflected in
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any such forward-looking statements are based upon reasonable assumptions, they
can give no assurance that those expectations will be achieved.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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2.1 Agreement and Plan of Merger and Reorganization dated as of October
3, 2000 by and between Quantum Corporation, Maxtor Corporation,
Insula Corporation and Hawaii Acquisition Corporation (excluding
exhibits).
99.1 Press Release dated October 4, 2000.
SIGNATURES
Pursuant to the 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.
Dated: October 10, 2000 QUANTUM CORPORATION
/s/ Jerry Maurer
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Name
Executive Vice President
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Title
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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2.1 Agreement and Plan of Merger and Reorganization dated as of October 3,
2000 by and between Quantum Corporation, Maxtor Corporation, Insula
Corporation and Hawaii Acquisition Corporation (excluding exhibits).
99.1 Press Release dated October 4, 2000.
