<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 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 STOCK OPTION PLAN FOR EXECUTIVE AND
KEY EMPLOYEES OF MICROPOLIS CORPORATION
AND
THE STOCK OPTION PLAN FOR DIRECTORS OF MICROPOLIS CORPORATION
____________
Copy to:
DALE J. BARTOS
Senior Vice President - Finance BRIAN G. CARTWRIGHT, ESQ.
and Chief Financial Officer Latham & Watkins
Micropolis Corporation 633 West Fifth Street
21211 Nordhoff Street Suite 4000
Chatsworth, California 91311 Los Angeles, California 90071
(818) 709-3300 (213) 485-1234
(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 (2)
==========================================================================================
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value(1) 500,000 $6-7/16 $3,218,750 $1,209.91
Preferred Share
Purchase Rights(3) 500,000 (3) (3) (3)
</TABLE>
(Cover continued on next page)
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(1) The Stock Option Plan for Executive and Key Employees of Micropolis
Corporation (the "Employee Plan") authorizes the issuance of a maximum of
2,400,000 shares. However, 2,000,000 of the shares that may ultimately be
issued upon exercise of options under the Employee Plan have already been
registered pursuant to Form S-8 Registration Statements Nos. 33-64706,
33-22619, 33-29469 and 33-42454. The Stock Option Plan for Directors of
Micropolis Corporation (the "Director Plan") authorizes the issuance of a
maximum of 300,000 shares. However, 200,000 of the shares that may
ultimately be issued upon exercise of options under the Director Plan have
already been registered pursuant to Form S-8 Registration Statement No. 33-
50204.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the amount of the registration fee are 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 [date within
5 business days of filing date].
(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, and the full fee based on such market price is being
paid.
2
<PAGE>
PART I
This Registration Statement covers additional securities registered
for issuance under The Stock Option Plan for Executive and Key Employees of
Micropolis Corporation. The contents of the prior Form S-8 Registration
Statements of Micropolis Corporation relating to said plan, Nos. 33-64706, 33-
22619, 33-29469 and 33-42454, are incorporated herein by reference. This
Registration Statement also covers additional securities registered for issuance
under The Stock Option Plan for Directors of Micropolis Corporation. The
contents of the prior Form S-8 Registration Statement of Micropolis Corporation
relating to said plan, No. 33-50204, is 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, as amended, 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
23.1 Consent of Ernst & Young
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24 Power of Attorney (page 4)
3
<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 9th day of September,
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 of the September 30, 1994
- ------------------------ Board and Director (Principal
Stuart P. Mabon Executive Officer)
/s/ Dale J. Bartos Senior Vice President - Finance September 30, 1994
- ------------------------ and Chief Financial Officer
Dale J. Bartos (Principal Financial Officer)
/s/ Thomas S. Burns Controller (Principal September 30, 1994
- ------------------------ Accounting Officer)
Thomas S. Burns
/s/ Ericson M. Dunstan Director September 30, 1994
- ------------------------
Ericson M. Dunstan
/s/ J. Burgess Jamieson Director September 30, 1994
- ------------------------
J. Burgess Jamieson
/s/ Theodore J. Smith Director September 30, 1994
- ------------------------
Theodore J. Smith
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
5.1 Opinion of Latham & Watkins 6
23.1 Consent of Independent Auditors 7
5
<PAGE>
[Letterhead of Latham & Watkins]
Exhibit 5.1
September 30, 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 500,000 shares of Common Stock, par value
$1.00 per share (the "Shares"), to be sold by Micropolis Corporation (the
"Company") under The Stock Option Plan for Executive and Key Employees of
Micropolis Corporation (the "Employee Plan") and The Stock Option Plan for
Directors of Micropolis Corporation (the "Director 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 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
<PAGE>
Exhibit 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Stock Option Plan for Executive and Key Employees of
Micropolis Corporation and the Stock Option Plan for Directors of Micropolis
Corporation 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 LLP
Los Angeles, California
September 30, 1994
