<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 28, 1994
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
MICROPOLIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3093858
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21211 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311
(Address of principal executive offices) (Zip Code)
------------------
THE MICROPOLIS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
------------------
Copy to:
DALE J. BARTOS BRIAN G. CARTWRIGHT, ESQ.
SENIOR VICE PRESIDENT - FINANCE LATHAM & WATKINS
AND CHIEF FINANCIAL OFFICER 633 WEST FIFTH STREET
MICROPOLIS CORPORATION SUITE 4000
21211 NORDHOFF STREET LOS ANGELES, CALIFORNIA 90071
CHATSWORTH, CALIFORNIA 91311 (213) 485-1234
(818) 709-3300
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=======================================================================================
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (2) Price Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value (1) 800,000 $7,000 $5,600,000 $1,931.05
Preferred Share
Purchase Rights (3) 800,000 (3) (3) $100.00
</TABLE>
(Cover continued on next page)
<PAGE>
(1) The Micropolis Corporation Employee Stock Purchase Plan (the "423 Plan")
authorizes the issuance of a maximum of 1,400,000 shares, subject to
stockholder approval. However, 600,000 of the shares, which have been or
may be issued upon exercise of options under the 423 Plan, have already been
registered pursuant to Form S-8 Registration Statements No. 2-90423 and 33-
44456.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices for the Company's Common Stock in the
over-the-counter market, as reported on the NASDAQ National Market System on
April 25, 1994.
(3) Rights are attached to and trade with Common Stock of the Company. The
value attributable to such Rights, if any, is reflected in the market price
of the Common Stock. Fee paid represents the minimum statutory fee pursuant
to Section 6(b) of the Securities Act of 1933.
2
<PAGE>
PART I
This Registration Statement covers additional securities registered
for issuance under The Micropolis Corporation Employee Stock Purchase Plan. The
contents of the prior Form S-8 Registration Statements of Micropolis Corporation
relating to said plan, No. 2-90423 and No. 33-44456, are incorporated herein by
reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Micropolis
Corporation, a Delaware corporation (the "Company"), are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
B. All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since December 31, 1993;
and
C. Description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3 filed with the Commission on March
15, 1991 (No. 33-39411).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, are incorporated by
reference in this Registration Statement and are a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins
24.1 Consent of Ernst & Young
24.2 Consent of Latham & Watkins (included in Exhibit 5.1)
25 Power of Attorney (page 5)
Item 9. Undertakings
The undersigned registrant hereby undertakes that:
Insofar as indemnification for liabilities arising 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
3
<PAGE>
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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chatsworth, California, on this 27th day of April,
1994.
MICROPOLIS CORPORATION
By: /s/ DALE J. BARTOS
__________________________________________
Dale J. Bartos
Senior Vice President - Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Stuart P. Mabon and Dale J. Bartos, or either of them,
as attorney-in-fact, with full power of substitution, to sign on his behalf,
individually and in such capacity stated below, and to file any amendments,
including post-effective amendments or supplements, to this Registration
Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ------------------------ --------------
<S> <C> <C>
/s/ STUART P. MABON President, Chairman April 27, 1994
- ------------------------ of the Board and
Stuart P. Mabon Director (Principal
Executive Officer)
/s/ DALE J. BARTOS Senior Vice President - April 27, 1994
- ------------------------ Finance (Principal
Dale J. Bartos Financial Officer)
/s/ THOMAS S. BURNS Controller (Principal April 27, 1994
- ------------------------ Accounting Officer)
Thomas S. Burns
/s/ ERICSON M. DUNSTAN Director April 27, 1994
- ------------------------
Ericson M. Dunstan
/s/ J. BURGESS JAMIESON Director April 27, 1994
- -------------------------
J. Burgess Jamieson
/s/ THEODORE J. SMITH Director April 27, 1994
- -------------------------
Theodore J. Smith
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
5.1 Opinion of Latham & Watkins 6
24.1 Consent of Independent Auditors 7
</TABLE>
<PAGE>
[LETTERHEAD OF LATHAM & WATKINS]
April 27, 1994
Micropolis Corporation
21211 Nordhoff Street
Chatsworth, California 91311
Re: Micropolis Corporation Common Stock
par value $1.00 per share
------------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an additional 800,000 shares of Common Stock, par value
$1.00 per share (the "Shares"), to be sold by Micropolis Corporation (the
"Company") under The Micropolis Corporation Employee Stock Purchase Plan (the
"Plan"). We are familiar with the proceedings undertaken in connection with the
authorization, issuance and sale of the Shares. Additionally, we have examined
such questions of law and fact as we have considered necessary or appropriate
for purposes of this opinion.
Based upon the foregoing, we are of the opinion that, subject to
stockholder approval of the amendment to the Plan increasing the number of
shares subject to the Plan by 800,000, the Shares have been duly authorized, and
upon the issuance of the Shares under the terms of the Plan and delivery and
payment therefor of legal consideration in excess of the aggregate par value of
the Shares issued, the Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
Exhibit 5.1
6
<PAGE>
Exhibit 24.1
------------
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
----------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Micropolis Corporation Employee Stock Purchase Plan of
our report dated January 28, 1994, with respect to the consolidated financial
statements and schedules of Micropolis Corporation included and incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Los Angeles, California
April 27, 1994
7
