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
1996 STOCK OPTION PLAN
(Full title of the plan)
Glenn H. Stevens
Vice President 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 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 10,272,168 $3.00 $30,816,504.00 $10,626.38
($0.01 par
value)
(1) Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The price is based
upon the book value of the Company's Common Stock on
July 11, 1996.
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.
(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.
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 Common Stock,
par value $0.01.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
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 (the
"Securities Act").
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;
(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 Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) 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 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 Securities 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 Securities 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
Longmont, State of Colorado, on July 15, 1996.
MAXTOR CORPORATION
By:\s\Glenn Stevens
Glenn H. Stevens
Vice President,General
Counsel and Secretary
POWER OF ATTORNEY
The officers and directors of Maxtor Corporation whose
signatures appear below hereby constitute and appoint
Michael R. Cannon and Glenn H. Stevens, 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/ Micheal R.Cannon President, Chief 7/15/96
Michael R. Cannon Executive Officer and
Director (Principal
Executive Officer)
/s/ Nathan Kawaye Vice President, 7/15/96
Nathan Kawaye Finance, and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
___________________ Chairman of the Board 7/15/96
M. H. Chung
/s/ C. S. Park Vice Chairman and 7/15/96
C. S. Park Director
/s/ Charles Hill Director 7/15/96
Charles Hill
/s/Charles F.Christ Director 7/15/96
Charles F. Christ
/s/Y. H. Kim Director 7/15/96
Y.H. Kim
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of
the Company is incorporated by reference to the
exhibits to the Company's quarterly report on
Form 10-K filed July 1, 1996
4.2 Amended and Restated By-Laws of the Company are
incorporated by reference to the exhibits to the
Company's quarterly report on Form 10-Q filed July
1, 1996
5 Opinion regarding legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included in signature pages to
this registration statement)
Exhibit 5
July 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Maxtor Corporation 1996 Stock Option 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 10,272,168 shares of the
Common Stock of the Company, $0.01 par value, which may be
issued pursuant to the to the exercise of options granted
under the Maxtor Corporation 1996 Stock Option 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 10,272,168 shares of Common Stock which may be issued
upon the exercise of options granted under 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 LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1996
Stock Option Plan of Maxtor Corporation of our report dated
April 25, 1996, 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 30, 1996 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Jose, California
July 11, 1996
