SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
Amendment No. 1
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- -- Exchange Act of 1934
For the period ended September 24, 1994
Transition report pursuant to Section 13 or 15(d) of the Securities
- -- Exchange Act of 1934
For the transition period from to
Commission File Number 0-14016
MAXTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 770123732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification No.)
211 River Oaks Parkway, San Jose, CA 95134
(Address of principal executive offices) (Zip Code)
(408) 432-1700
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
X Yes No
--- ---
31,000,001 shares of Common Stock and 19,489,000 shares of Class A
Common Stock were issued and outstanding as of October 28, 1994.
This quarterly report on Form 10-Q/A Amendment No. 1 contains 12
pages of which this is page number 1.
SIGNATURE
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 thereunto duly authorized.
MAXTOR CORPORATION
Date: January 20 ,1995 By: /s/ Walter D. Amaral
-----------------------
Walter D. Amaral
Chief Financial Officer
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Pages
- ----------- -------------------------------------------- --------------
3.1 (6) Certificate of Incorporation
3.2 (8) Certificate of Amendment of Certificate of
Incorporation of Maxtor Corporation,dated
December 23, 1987
3.3 (8) By-Laws as amended July 21, 1987
3.4 (21) Amended and Restated By-Laws of Maxtor
Corporation, A Delaware Company, effective
February 3, 1994
3.5 (21) Restated Certificate of Incorporation of
Maxtor Corporation effective February 3, 1994
4.1 (3) Form of Certificate of Shares of Registrant's
Common Stock
4.2 (7) Maxtor Corporation Rights Plan
4.3 (22) Amendment to Rights Agreement between
Registrant and the First National Bank of
Boston, dated September 10, 1993
10.1 (1) Omnilease Corporation Master Lease Agreement
No. 300362, dated as of January 14, 1983 and
addenda thereof
10.2 (1) Lease Agreement between Orchard Investment
Company No. 801, formerly Nelo, a California
general partnership and Registrant, dated
March 23, 1984
10.3 (1) Lease Commitment between Walter E. Heller
& Company and Registrant, dated as of
March 11, 1985
10.4 (1) Stock Purchase Agreement between Steven P.
Kitrosser and Registrant, dated May 21, 1985
10.5 (1) Stock Purchase Agreement between James
McCoy and Registrant, dated May 21, 1985
10.6 (1) Equipment Lease Agreement between Pacific
Western (formerly Pacific Valley) Bank
and Registrant, dated June 26, 1985
10.7 (1) Continuing Guaranty between Maxtor
Singapore Limited and Bank of America
N.T. & S.A., dated July 27, 1985
10.8 (9) Lease Agreement between John Arrillaga,
Separate Property Trust, Richard T.
Perry, Separate Property Trust and
Registrant, dated August 27, 1986
10.9 (3) Marketing and Distribution Agreement
between Ricoh Company, Ltd. and
Registrant, dated October 14, 1986
10.10 (3) Land Lease Agreement between Housing and
Development Board, Singapore and Maxtor
Singapore Limited, dated December 22,
1986
10.11 (3) Indenture dated February 16, 1987
10.12 (8) Stock Bonus Plan and Cash Bonus Plan
between Storage Dimensions, Inc. and
Registrant dated June 15, 1987
10.13 (8) Merger Agreement between MAXSUB II, Inc.,
and Storage Dimensions, Inc. dated
October 26, 1987
10.14 (3) 1986 Outside Directors' Stock Option Plan
10.15 (3) Commitment from Union Bank to Registrant
regarding letters of credit for the
benefit of the officers and directors of
the Registrant
10.16 (4) Agreement and Plan of Reorganization
10.17 (9) Revised Equipment Lease Agreement between
Capital Associates International, Inc.
and Registrant, dated September 28, 1988
10.18 (9) Credit Agreement between Bank of America
National Trust and Savings Association
and Registrant, dated October 18, 1988
10.19 (9) Equipment Lease Agreement between Pitney
Bowes Credit Corporation and Registrant,
dated November 2, 1988
10.20 (9) Equipment Lease Agreement between Concord
Leasing (Asia) Pte Ltd. and Maxtor
Singapore, Limited, dated November 16, 1988
10.21 (9) Lease Agreement between Maxtor Singapore,
Limited and Jurong Town Corporation,
dated November 16, 1988
10.22 (9) Lease Agreement between Greylands Business
Park Phase II and Storage Dimensions, Inc.,
dated December 14, 1988
10.23 (8) Stock Purchase Agreement among Registrant,
Storage Dimensions, Inc., David A. Eeg, Gene
E. Bowles, Jr., David P. Williams and David
Lance Robinson
10.24 (8) Fiscal 1988 Stock Option Plan
10.25 (8) Employee Stock Purchase Plan
10.26 (8) Dual Currency Loan Agreement between Maxtor
Singapore Limited, Maxtor Delaware, Maxtor
California and American Express Bank Limited
10.27 (8) Amended and Restated Fiscal 1985 Stock Option
Plan, including the Immediately Exercisable
Incentive Stock Option Agreement and the
Immediately Exercisable Nonqualified Stock
Option Agreement
10.28 (9) Loan Agreement between Probo Pacific Pte
Ltd. and Maxtor Singapore Limited, dated
March 20, 1989
10.29 (9) Loan Agreement between Concord Leasing
(Asia) Pte, Ltd. and Maxtor Singapore
Limited, dated April 14, 1989
10.30 (10) Product Discontinuance Agreement between
Matsushita Communication Industrial Co., Ltd.
(MCI) and Registrant, dated August 23, 1989
10.31 (10) Equipment Lease Agreement between Capital
Associates International, Inc. and
Registrant, dated October 17, 1989
10.32 (10) Maxoptix Corporation 1989 Stock Option Plan
10.33 (9) Forms for Promissory Note and Amended and
Restated Promissory Note
10.34 (10) Amended and Restated Credit Agreement
between Bank of America National Trust and
Savings Association and Registrant, dated
January 31, 1990
10.35 (10) Amendment to Lease Agreement between Orchard
Investment Company No. 801, formerly Nelo, a
California general partnership, and
Registrant, dated February 15, 1990
10.36 (10) Sublease Agreement between RACAL-VADIC, a
Division of Racal Data Communications, Inc.
("Sublessor"), and Storage Dimensions, Inc.
("Sublessee"), dated February 16, 1990
10.37 (10) Collateral Sharing and Subordination
Agreement between Registrant and Standard
Chartered Bank, dated April 5, 1990
10.38 (10) Loan and Security Agreement between
Registrant and MiniScribe Corporation,
dated April 5, 1990
10.39 (11) Agreement for the Sale and Purchase of
Shares in Tratford Pte. Ltd. between the
Registrant, MiniScribe Peripherals (Pte) Ltd.
and certain Individuals, dated May 8, 1990
10.40 (11) Agreement for the Sale and Purchase of
Shares in Silkmount Limited between
MaxSub Corporation, Silkmount Limited and
certain Individuals, dated May 18, 1990
10.41 (11) Assignment of Debt between Registrant,
MiniScribe (Hong Kong) Limited and
certain Individuals, dated May 18, 1990
10.42 (10) Asset Purchase Agreement between Registrant,
MiniScribe Corporation and Standard Chartered
Bank, dated May 30, 1990
10.43 (14) License Agreement with Rodime PLC, dated
December 8, 1987 assigned to Registrant
on June 29, 1990
10.44 (14) Patent Cross License Agreement with IBM
dated October 1, 1984 assigned to
Registrant effective June 30, 1990
10.45 (14) Lease Agreement between MiniScribe
Corporation and 345 Partnership dated
June 6, 1990, assigned to the Registrant
effective June 30, 1990
10.46 (14) Lease Agreement between Maxtor Colorado
and Pratt Partnership (Lot 1A), dated
July 5, 1990
10.47 (14) Lease Agreement between Maxtor Colorado
and Pratt Partnership (Lot 1C), dated
July 5, 1990
10.48 (14) Lease Agreement between Maxtor Colorado and
Pratt Partnership (Lot 4), dated July 5, 1990
10.49 (14) Agreement for the Purchase of Land and
Improvements between Registrant and Nixdorf,
dated August 16, 1990
10.50 (15) Grant Agreement dated 25 October 1990
between the Industrial Development Authority,
Maxtor Ireland Limited and Registrant
10.51 (12) Amendment of Agreement between Registrant,
Maxtor Colorado, Maxtor California and Standard
Chartered Bank, dated November 6, 1990
10.52 (14) Guarantee for Dastek between Registrant,
Dastek and Silicon Valley Bank, dated
November 30, 1990
10.53 (10) Judgment, William Lubliner vs. Maxtor
Corporation, James M. McCoy, William J.
Dobbin, B.J. Cassin, W. Charles Hazel and
George M. Scalise
10.54 (10) Settlement Agreement, William Lubliner vs.
Maxtor Corporation, et al
10.55 (10) Fiscal 1991 Profit Sharing Plan Document
10.56 (10) Board of Director Compensation Approved for
Fiscal 1991
10.57 (14) Resignation Agreement and General Release of
Claims between Alexander E. Malaccorto and
the Registrant, dated January 11, 1991
10.58 (14) Employment Agreement between James M. McCoy
and Registrant, dated January 17, 1991
10.59 (14) Resignation Agreement and General Release of
Claims between James N. Miler and the
Registrant, dated January 20, 1991
10.60 (14) Letter Agreement between George Scalise and
the Registrant, dated February 22, 1991
10.61 (14) Resignation Agreement and General Release of
Claims between Steven Strain and the
Registrant, dated February 22, 1991
10.62 (14) Foothill Capital Credit Facility between
Registrant, Certain of Its Subsidiaries
and Foothill Capital Corporation, dated
April 22, 1991
10.63 (14) Employment Agreement between Laurence
Hootnick and Registrant, dated May 3, 1991
10.64 (14) Employment Agreement between Roger Nordby
and Registrant, dated May 7, 1991
10.65 (14) Employment Agreement between Thomas F. Burniece
and the Registrant, dated May 12, 1991
10.66 (15) Amendment of the Registrant's Continuing
Guarantee in favor of Foothill Capital
Corporation, dated July 10, 1991
10.67 (15) Settlement, Resignation and General Release
of Claims between Registrant and Taroon C.
Kamdar, dated August 2, 1991
10.68 (15) Amendment of Registrant's Continuing
Guarantee in favor Foothill Capital
Corporation, dated August 9, 1991
10.69 (15) Amendment No. 1 to Lease by and between John
Arrillaga, Trustee, and Richard T. Peery,
Trustee, and Registrant, dated August 23, 1991
10.70 (15) Amendment of Registrant's Continuing
Guarantee in favor of Foothill Capital
Corporation, dated September 20, 1991
10.71 (13) Amendment of Agreement between Registrant,
Maxtor Colorado, Maxtor California and
Standard Chartered Bank, dated December 27,
1990, and further amended July 26, 1991 and
October 4, 1991
10.72 (15) Lease Agreement between Registrant and Devcon
Associates 31, dated December 6, 1991
10.73 (15) Deed of Partial Discharge and Release between
Barclays Bank PLC and Maxtor Singapore
Limited, dated December 19, 1991
10.74 (15) Agreement for Purchase and Sale of Assets
among Registrant, Read-Rite International,
Read-Rite Corporation and Maxtor Singapore
Limited, dated November 14, 1991, and amended
December 20, 1991
10.75 (15) Asset Purchase Agreement among Registrant,
Storage Dimensions, Inc. and USD Acquisition,
Inc., dated December 27, 1991
10.76 (15) Resignation Agreement and General Release of
Claims between Registrant and David S. Dury,
dated January 31, 1992
10.77 (15) Sublease between Registrant and Hauser
Chemical Research, Inc., dated March 23, 1992
10.78 (15) First Amendment to Lease Agreement between
PCA San Jose Associates and Registrant, dated
March 25, 1992
10.79 (15) Asset Purchase Agreement among Registrant,
Maxtor Singapore LTD., and Sequel, Inc., dated
March 12, 1992, and amended March 25, 1992
10.80 (5) Fiscal 1992 Stock Option Plan
10.81 (15) Form of Indemnity Agreement between the
Registrant and each of its Directors and
Executive Officers
10.82 (15) Maxtor/Sequel 8K/Panther Subcontract
Manufacturing and Warranty Services Agreement,
dated March 23, 1992
10.83 (15) Maxtor Corporation 1992 Employee Stock
Purchase Plan
10.84 (15) Maxtor Corporation 1991 Employee Stock
Purchase Plan
10.85 (15) Maxtor Corporation FY'93 Incentive Plan
Summary
10.86 (15) Fiscal 1992 Profit Sharing Plan Document
10.87 (17) Security Agreement between Registrant
and Chrysler Capital Corporation, dated
April 14, 1992
10.88 (17) Subordination, Non-Disturbance, Estoppel
and Attornment Agreement between Loma
Mortgage USA, Inc. and Registrant, dated
June 4, 1992
10.89 (17) Office Lease between Cabot Associates and
Registrant, dated July 23, 1992
10.90 (17) Revolving Credit Agreement among Registrant,
Barclays Bank PLC and The First National Bank
of Boston, dated as of September 9, 1992
10.91 (17) Security Agreement between Registrant and
the CIT Group/Equipment Financing, Inc.,
dated September 18, 1992
10.92 (17) Deed of Priorities among Maxtor (Hong Kong)
Limited and Registrant and General Electric
Capital Corporation, dated September 25, 1992
10.93 (17) Lease among Dares Developments (Woking)
Limited, Maxtor Europe Limited and
Registrant, dated October 1992
10.94 (16) Stock Purchase and Asset Acquisition
Agreement among David A. Eeg, Gene E. Bowles,
Jr., CP Acquisition, L.P. No. 4A, CP
Acquisition, L.P. No. 4B, Capital Partners,
Inc., FGS, Inc., Registrant, Storage
Dimensions, Inc. and SDI Acquisition
Corporation, dated December 4, 1992
10.95 (17) Loan and Security Agreement between
Registrant and Household Bank, f.s.b., dated
December 11, 1992
10.96 (17) Global Master Rental Agreement between
Comdisco, Inc. and Registrant, dated
December 16, 1992
10.97 (17) Amendment No. 1 to Lease between Devcon
Associates 31 and Registrant, dated
December 21, 1992
10.98 (17) Continuing Guaranty among Maxtor
Peripherals (S) Pte., Ltd., Barclays Bank
PLC and Registrant, dated January 26, 1993
10.99 (17) Amendment No. 2 to Lease between Devcon
Associates 31 and Registrant, dated
February 1, 1993
10.100 (17) Instrument of Resignation, Appointment and
Acceptance among Registrant, The First
National Bank of Boston and Bank of America
National Trust and Savings, dated as of
March 22, 1993
10.101 (17) Waiver and First Amendment to Credit
Agreement among Registrant, Barclays Bank
PLC and the First National Bank of Boston,
dated as of April 16, 1993
10.102 (17) Waiver and First Amendment to Continuing
Guaranty Among Registrant, Barclays Bank PLC
and the Lenders dated as of April 19, 1993
10.103 (17) Security Agreement between Registrant and
Barclays Bank PLC, dated April 16, 1993
10.104 (17) Lease Agreement between Registrant and Pratt
Partnership, dated April 30, 1993
10.105 (17) Agreement for Stock Transfer Services
between Registrant and The First National
Bank of Boston, dated May 6, 1993
10.106 (17) Maxtor Corporation CY93 Profit Sharing Plan
10.107 (17) Maxtor Corporation Management Incentive Plan
for CY93
10.108 (18) Production Agreement between International
Business Machines Corporation and Registrant,
dated July 27, 1993 (with certain information
deleted and indicated by blackout text)
10.109 (19) Letter of Intent between Registrant and
Hyundai Electronics Co., Ltd., dated
August 18, 1993
10.110 (20) Financing Agreement between Registrant and
The CIT Group/Business Credit, Inc., dated
September 16, 1993
10.111 (21) Form Letter Agreement between Registrant and
All of its Named Executive Officers, except
Laurence Hootnick, dated November 17, 1993
10.112 (21) Waiver to Financing Agreement among
Registrant and The CIT Group/Business Credit,
Inc., dated January 12, 1994
10.113 (21) Stock Purchase Agreement between Registrant
and Hyundai Electronics Industries Co., Ltd.,
Hyundai Heavy Industries Co., Ltd., Hyundai
Corporation, and Hyundai Merchant Marine Co.,
Ltd., dated September 10, 1993
10.114 (22) Confidential Resignation Agreement and
General Release of Claims between
Registrant and Thomas F. Burniece III,
dated February 4, 1994
10.115 (22) License Agreement between Registrant and
MiniStor Peripherals Corporation, dated
February 23, 1994
10.116 (22) Confidential Resignation Agreement and
General Release of Claims between Registrant
and John P. Livingston, dated April 8, 1994
10.117 (22) Tenancy Agreement between Barinet Company
Limited and Maxtor (Hong Kong) Limited,
dated April 26, 1994
10.118 (23) Confidential Resignation Agreement and
General Release of Claims between Registrant
and Laurence R. Hootnick, datedJune 14, 1994
10.119 (23) Confidential Resignation Agreement and
General Release of Claims between Registrant
and Mark Chandler, dated June 28, 1994
10.120 (24) Amendment No.2 to Lease between John
Arrillaga & Richard T. Peery and Registrant,
dated June 28, 1994
10.121 (24) Amendment No. 3 to Lease between Devcon
Associates 31 and Registrant, dated June 28,
1994
10.122 (24) Confidential Resignation Agreement and General
Release of Claims between Registrant and Skip
Kilsdonk, dated September 7, 1994
10.123 (24) Confidential Resignation Agreement and
General Release of Claims between Registrant
and Sallee Peterson, dated September 23, 1994
10.124 (24) Waiver to Financing Agreement among
Registrant and The CIT Group/Business Credit,
Inc., dated October 11, 1994
10.125 (24) Amendment No. 1 to Financing Agreement
between Registrant and The CIT Group/Business
Credit, Inc., dated October 31, 1994
11.1 (24) Computation of Net Income (Loss) Per Share
27 Financial Data Schedule 12
- -------------------------------------------------------------------
(1) Incorporated by reference to exhibits to Registration
Statement No. 2-98568 effective August 7, 1985
(2) Incorporated by reference to exhibits to Registration
Statement No. 33-4092 effective April 2, 1986
(3) Incorporated by reference to exhibits to Registration
Statement No. 33-12123 effective February 26, 1987
(4) Incorporated by reference to exhibits to Registration
Statement No. 33-12768 effective April 23, 1987
(5) Incorporated by reference to exhibits to Registration
Statement No. 33-43172 effective October 7, 1992
(6) Incorporated by reference to exhibits to Registration
Statement No. 33-8607 effective September 10, 1986
(7) Incorporated by reference to exhibits of Form 8-K
filed February 8, 1988
(8) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective June 24, 1988
(9) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective June 24, 1989
(10) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective June 1, 1990
(11) Incorporated by reference to exhibits of Form 8-K filed
July 13, 1990
(12) Incorporated by reference to exhibits of Form 8 filed
November 13, 1990
(13) Incorporated by reference to exhibits of Form 8 filed
January 8, 1991
(14) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective July 15, 1991
(15) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective June 25, 1992
(16) Incorporated by reference to exhibits of Form 8-K filed
January 8, 1993
(17) Incorporated by reference to exhibits to Annual Report
on Form 10-K effective May 27, 1993
(18) Incorporated by reference to exhibits of Form 10-Q
filed August 10, 1993
(19) Incorporated by reference to exhibits of Form 8-K
filed August 19, 1993
(20) Incorporated by reference to exhibits of Form 10-Q
filed November 8, 1993
(21) Incorporated by reference to exhibits of Form 10-Q
filed February 7, 1994
(22) Incorporated by reference to exhibits of Form 10-K
filed June 24, 1994
(23) Incorporated by reference to exhibits of Form 10-Q
filed August 5, 1994
(24) Incorporated by reference to exhibits of Form 10-Q
filed November 8, 1994
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000711039
<NAME> MAXTOR CORPORATION
<MULTIPLIER> 1000
<CURRENCY> U. S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-26-1994
<PERIOD-START> MAR-27-1994
<PERIOD-END> SEP-24-1994
<EXCHANGE-RATE> 1
<CASH> 132914<F1>
<SECURITIES> 0
<RECEIVABLES> 92766
<ALLOWANCES> 4200
<INVENTORY> 107512
<CURRENT-ASSETS> 336205
<PP&E> 216814
<DEPRECIATION> 164573
<TOTAL-ASSETS> 395365
<CURRENT-LIABILITIES> 234809
<BONDS> 105989
<COMMON> 418<F2>
0
0
<OTHER-SE> 54149<F3>
<TOTAL-LIABILITY-AND-EQUITY> 395365
<SALES> 392678
<TOTAL-REVENUES> 392678
<CGS> 385350
<TOTAL-COSTS> 385350
<OTHER-EXPENSES> 71107
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4416
<INCOME-PRETAX> (65706)
<INCOME-TAX> 1200
<INCOME-CONTINUING> (66906)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66906)
<EPS-PRIMARY> (1.34)
<EPS-DILUTED> (1.34)
<FN>
<F1> CASH INCLUDES CASH AND CASH EQUIVALENTS OF $72,830 AND SHORT-TERM
INVESTMENTS OF $60,084.
<F2> COMMON: $195 FOR $0.01 PAR VALUE CLASS A COMMON STOCK (CONVERTIBLE):
19,480,000 SHARES ISSUED AND OUTSTANDING;$309 FOR $0.01 PAR VALUE
COMMON STOCK: 30,988,149 ISSUED AND OUTSTANDING; AND ($86) FOR NOTES
RECEIVABLE FROM STOCKHOLDERS
<F3> OTHER-SE INCLUDES ADDITIONAL PAID-IN CAPITAL OF $322,804 AND ACCUMULATED
DEFICIT OF $268,655
</FN>
</TABLE>
