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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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
MAXTOR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-14016 77-0123732
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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510 Cottonwood Drive
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 432-1700
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 3, 2000, Maxtor Corporation ("Maxtor"), Hawaii Acquisition
Corporation, a Delaware Corporation and a wholly owned subsidiary of Maxtor
("Merger Sub"), Quantum Corporation, a Delaware corporation ("Quantum"), and
Insula Corporation, a Delaware corporation and a wholly owned subsidiary of
Quantum ("Spinco") entered into an Agreement and Plan of Reorganization (the
"Merger Agreement"), under which Maxtor and Quantum's Hard Disk Drive Group
("HDD") will combine in a stock for stock transaction. Under the terms of the
Merger Agreement, Quantum will assign to Spinco and Spinco will assume the
assets and liabilities of HDD. 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").
On or about December 6, 2000, the parties to the Merger Agreement elected to
amend and restate the Merger Agreement to provide for the transaction to be
effected by a merger of Spinco directly into Maxtor immediately following the
Redemption (the "Merger"), with Maxtor continuing after the Merger as the
surviving corporation and to effect certain other changes (the "Amended and
Restated Merger Agreement"). The Amended and Restated Merger Agreement is
attached hereto as Exhibit 2.1 and incorporated herein by reference.
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
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Exhibit No. Description
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2.1 Amended and Restated Agreement and Plan of Reorganization
dated as of October 3, 2000 by and among Maxtor, Hawaii
Acquisition Corporation, Quantum Corporation and Insula
Corporation. Schedules and similar attachments to this
Exhibit have not been filed; Maxtor will furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
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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.
MAXTOR CORPORATION
Date: December 14, 2000 By: /s/ Glenn H. Stevens
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Glenn H. Stevens
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Amended and Restated Agreement and Plan of Reorganization
dated as of October 3, 2000 by and among Maxtor, Hawaii
Acquisition Corporation, Quantum Corporation and Insula
Corporation. Schedules and similar attachments to this
Exhibit have not been filed; Maxtor will furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
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