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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 10, 1999
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
Parent ("Spinco") entered into an Agreement and Plan of Reorganization (the
"Agreement"), under which Maxtor and Quantum's Hard Disk Drive Group ("HDD")
will combine in a stock for stock transaction. Under the Agreement, as more
fully described in the press release which is attached as Exhibit 99.2 and is
incorporated herein by reference, Quantum's HDD stockholders will receive 1.52
shares of Maxtor common stock for each share of Quantum HDD common stock they
own. The Agreement has been approved by the respective Boards of Directors of
Maxtor and Quantum, and the transactions contemplated thereby are subject to the
approval of the respective shareholders of Maxtor and Quantum and other
customary closing conditions. Hyundai Electronics America, an approximately 35%
stockholder of Maxtor, has signed an agreement to vote in favor of the
transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
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Exhibit No. Description
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2 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.
99.1 Voting Agreement by and among Quantum Corporation and
Hyundai Electronics America.
99.2 Press release dated October 4, 2000 announcing the
effectiveness of the Merger.
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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: October 12, 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 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.
99.1 Voting Agreement by and among Quantum Corporation and
Hyundai Electronics America.
99.2 Press release dated October 4, 2000 announcing the
effectiveness of the Merger.
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