Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAXTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0123732
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
211 River Oaks Parkway
San Jose, California 95134
(Address of principal executive offices) (Zip code)
MAXTOR CORPORATION
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Mark Chandler
Vice President, Corporate Development and General Counsel
MAXTOR CORPORATION
211 River Oaks Parkway
San Jose, California 95134
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 432-1700
This registration statement, including all exhibits and attachments,
contains 11 pages. The exhibit index may be found on page 9 of the
consecutively numbered pages of the registration statement.
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
________________________________________________________________________
________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee (1)
________________________________________________________________________
Common Stock 1,700,000 $5.153125 $8,760,312.50 $3,021.00
($0.01 par shares
value)
________________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. The price is based upon the average of the
high and low prices of the Common Stock on February 7, 1994, as
reported on the National Association of Securities Dealers
Automated Quotations system, and, pursuant to the provision of the
Maxtor Corporation 1992 Employee Stock Purchase Plan which
establishes a purchase price equal to 85% of the fair market value
of the Company's Common Stock, is 85% of such average price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Maxtor Corporation (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year ended March 27, 1993, as
filed with the Commission on May 28, 1993.
(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.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B, filed pursuant to
Section 12 of the Exchange Act, as filed with the Commission on December
23, 1986, including any amendment or report filed for the purpose of
updating such description.
(d) The description of the Company's Common Stock Purchase Rights
contained in the Company's Registration Statement on Form 8A as filed
with the Commission on February 16, 1988.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Legal Opinion. The validity of the shares of Common Stock to be
offered hereunder has been passed upon for the Company by Gray Cary Ware
& Freidenrich, A Professional Corporation. Gregory M. Gallo, an
attorney and a member with Gray Cary Ware & Freidenrich, A Professional
Corporation, and its predecessor since 1973, has been a director of the
Company since December 1987. As of February 8, 1994, attorneys of Gray
Cary Ware & Freidenrich, a Professional Corporation, owned 59,736 shares
(including shares subject to options,) of the common stock of the
company.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of the directors'
fiduciary "duty of care." While the relevant statute does not change
directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends or approval of any
transaction from which a director derives an improper personal benefit.
The Certificate of Incorporation and the By-Laws of the Company
provide for mandatory indemnification of its officers, directors and key
employees to the full extent permitted by Section 145 of the General
Corporation Law of the State of Delaware. The Company also has entered
into indemnification agreements with its officers and directors which
provide, among other things, mandatory indemnification of such
individuals in situations in which indemnification is only permissive
under Section 145. Section 145 of the General Corporation Law of the
State of Delaware provides for indemnification in terms sufficiently
broad to indemnify such individuals, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1933, as amended.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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) Filing incorporating subsequent Exchange Act documents by
reference.
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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arises under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 San Jose,
State of California, on this 10th day of February, 1994.
MAXTOR CORPORATION
By: /s/ Mark Chandler
Mark Chandler
Vice President, Corporate
Development and General Counsel
POWER OF ATTORNEY
The officers and directors of Maxtor Corporation whose signatures
appear below hereby constitute and appoint Laurence R. Hootnick and Mark
Chandler, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign
and execute on behalf of the undersigned any amendment or amendments to
this registration statement on Form S-8, and each of the undersigned
does hereby ratify and confirm all that each of said attorney and agent,
or their and his substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
___________________________________________________________________
/s/ Laurence R. Hootnick President, Chief 02-10-94
Laurence R. Hootnick Executive Officer
and Director
(Principal
Executive Officer)
/s/ Walter D. Amaral Vice President, 02-10-94
Walter D. Amaral Chief Financial
Officer (Principal
Financial Officer)
/s/ Michael M. Cully Vice President, 02-10-94
Michael M. Cully Finance and
Controller
(Principal
Accounting
Officer)
/s/ James M. McCoy Chairman of the 02-10-94
James M. McCoy Board
/s/ Charles Hill Director 02-10-94
Charles Hill
/s/ Gregory M. Gallo Director 02-10-94
Gregory M. Gallo
/s/ Juan A. Rodriquez Director 02-10-94
Juan A. Rodriquez
EXHIBIT INDEX
Sequentially
Numbered Page
4.1 Restated Certificate of
Incorporation of Maxtor
Corporation, a Delaware
corporation, is incorporated by
reference to the exhibits to the
Company's quarterly report on Form
10-Q filed February 8, 1994.
4.2 Amended and Restated By-Laws of
Maxtor Corporation, a Delaware
corporation, are incorporated by
reference to the exhibits to the
Company's quarterly report on Form
10-Q filed February 8, 1994.
4.3 Stockholders' Rights Agreement is
incorporated by reference to the
exhibits to the Company's current
report on Form 8-K (No. 0-14016)
effective February 8, 1988
5 Opinion regarding legality 10
23.1 Consent of Counsel (included in
Exhibit 5)
23.2 Consent of Ernst & Young, 11
Independent Auditors
24 Power of Attorney (included in
signature pages to this
registration statement)
Exhibit 5
February 10, 1994
Securities and Exchange Commission M0486-903701
450 Fifth Street, N.W.
Washington, DC 20549
Re: Maxtor Corporation 1992 Employee Stock Purchase Plan
Registration Statement on Form S-8
Gentlemen and Ladies:
As legal counsel for Maxtor Corporation, a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to
1,700,000 shares of the Common Stock of the Company, $0.01 par value,
which may be purchased pursuant to the Maxtor Corporation 1992 Employee
Stock Purchase Plan (the "Plan").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted
to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the
federal law of the United States. As to matters of Delaware corporation
law, we have based our opinion solely upon our examination of such laws
and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not
obtained opinions of counsel licensed to practice in jurisdictions other
than the State of California.
Based on such examination, we are of the opinion that the 1,700,000
shares of Common Stock which may be issued pursuant to the Plan are duly
authorized shares of the Company's Common Stock, and, when issued
against payment of the purchase price therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of our name
wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
Exhibit 23.2
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Maxtor Corporation 1992 Employee
Stock Purchase Plan of our report dated April 21, 1993, with respect to
the consolidated financial statements and schedules of Maxtor
Corporation included in its Annual Report (Form 10-K) for the year ended
March 27, 1993, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
San Jose, California
February 10, 1994
