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As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED DIGITAL INFORMATION CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1618616
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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P.O. BOX 97057
11431 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98073-9757
(425) 881-8004
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
PETER H. VAN OPPEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ADVANCED DIGITAL INFORMATION CORPORATION
P.O. BOX 97057
11431 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98073-9757
(425) 881-8004
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
LINDA A. SCHOEMAKER
SARAH C. DODS
PERKINS COIE LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / / ____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum
of Securities to Be Amount to be Per Share Offering Price Aggregate Offering Amount of Registration
Registered Registered (1) (2) Price (2) Fee
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Common Stock, no par value (3) 110,000 shares $31.907 $3,509,770 $976.00
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(1) All 110,000 shares registered pursuant to this registration statement are
to be offered by selling shareholders.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
the average of the high and low selling prices of the Common Stock on
October 27, 1999, as reported on the Nasdaq National Market.
(3) Includes associated preferred stock purchase rights. Prior to the
occurrence of certain events, such rights will not be evidenced or traded
separately from the Common Stock.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1999
110,000 SHARES
ADVANCED DIGITAL
INFORMATION CORPORATION
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COMMON STOCK
(NO PAR VALUE)
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The selling shareholders identified on page 13 of this prospectus (or
their pledgees, donees, transferees or other successors-in-interest) may offer
for sale up to 110,000 shares of ADIC's common stock from time to time, either
directly or through underwriters, broker-dealers or agents. If the shares are
sold through underwriters or broker-dealers, the selling shareholder will be
responsible for underwriting discounts or commissions or agent's commissions.
The shares may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. See "Selling Shareholders" and "Plan
of Distribution."
ADIC will not receive any of the proceeds from the sale of shares by
the selling shareholders. Subject to certain exceptions, ADIC has agreed to pay
all expenses of the registration and sale of the shares. ADIC has agreed to
indemnify the selling shareholders who act in connection with the sale of the
shares against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
The shares were "restricted securities" under the Securities Act prior
to their registration. ADIC issued the shares to the selling shareholders in a
private transaction on September 17, 1999. This prospectus has been prepared so
that future sales of the shares will not be restricted under the Securities Act.
In connection with any sales, the selling shareholders and any brokers
participating in such sales may be deemed to be "underwriters" within the
meaning of the Securities Act. See "Selling Shareholders."
ADIC's common stock is traded on the Nasdaq National Market under the
symbol "ADIC." On November 2, 1999, the last reported sales price of the common
stock was $41.75 per share.
The mailing address of ADIC's principal executive offices is P.O. Box
97057, 11431 Willows Road N.E., Redmond, Washington 98073-9757. The telephone
number at ADIC's principal executive offices is (425) 881-8004.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN FACTORS
YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is _________, 1999.
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TABLE OF CONTENTS
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PAGE
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Risk Factors . . . . . . . . . . . . . . . . . . . . . 3
Forward-Looking Statements. . . . . . . . . . . . . . . . 10
How to Obtain More Information . . . . . . . . . . . . . . 11
The Company . . . . . . . . . . . . . . . . . . . . . . . 12
Selling Shareholders . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . . . 14
Validity of Common Stock . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE YOU ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. YOU
SHOULD NOT RELY ON ANY INFORMATION OR REPRESENTATIONS OTHER THAN THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK. IT IS NOT AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IF THE OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE AFFAIRS OF ADIC MAY HAVE CHANGED SINCE THE
DATE OF THIS PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS CORRECT AT ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING
AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES THAT WE
MAY FACE. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL
CONDITION AND OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH
CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL
OR PART OF YOUR INVESTMENT.
OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE FOR A NUMBER
OF REASONS, WHICH MAY CAUSE OUR STOCK PRICE TO FLUCTUATE
Our quarterly operating results have varied in the past and are likely
to vary significantly in the future due to several factors, including:
- size and timing of significant customer orders;
- shifts in product or distribution channel mix;
- increased competition and pricing pressure;
- timing of new product announcements and releases by us or
our competitors;
- new product developments by storage device manufacturers;
- recognition of losses or gains from our strategic
investments;
- the rate of growth in the data storage market;
- market acceptance of new and enhanced versions of our
products;
- timing and levels of our operating expenses;
- gain or loss of significant customers or distributors;
- currency fluctuations; and
- personnel changes.
Our quarterly revenue and operating results have been affected by
seasonal trends. These trends often result in lower revenue in the first quarter
of each fiscal year compared to the fourth quarter of the previous fiscal year
due to customer purchasing and budgetary practices and our sales commission and
budgetary structure.
Operating results in any period should not be considered indicative of
the results investors can expect for any future period. We cannot assure you
that we will be able to sustain our recent levels of quarterly revenue and net
income, as normalized for unusual or one-time items, or that we will maintain
profitability in any future period. Any unfavorable change in the factors
described above or any other factors could adversely affect our operating
results for a particular quarter. In addition, it is likely that in some future
quarter our operating results will be below the expectations of public market
analysts and investors. In any of these events, the price of our common stock
would likely decline.
BECAUSE WE OPERATE WITH LITTLE BACKLOG, OUR OPERATING RESULTS COULD BE ADVERSELY
AFFECTED IF WE DO NOT ACCURATELY ANTICIPATE FUTURE SALES LEVELS
Historically, we have operated with little order backlog and, due to
the nature of our business, do not anticipate that we will have significant
backlog in the future. Consequently, a large portion of our revenue in each
quarter results from
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orders placed during that quarter. Because of the relatively large dollar size
of orders from our distributors and original equipment manufacturers, or OEMs,
delay in the placing of a small number of orders by a small number of purchasers
could negatively affect our operating results for a particular period. In
addition, our operating expense levels are, in the short term, largely fixed and
are based, in part, on expectations regarding future revenue. Thus, our
operating results could be disproportionately affected if we do not receive the
expected number of orders in a given quarter and our revenue falls below our
expectations.
COMPETITION IN THE OPEN SYSTEMS STORAGE SOLUTIONS MARKET MAY LEAD TO REDUCED
MARKET SHARE, DECLINING PRICES FOR OUR PRODUCTS AND REDUCED PROFITS
The markets for data storage solutions in general, and automated tape
libraries and storage management software in particular, are intensely
competitive, fragmented and characterized by rapidly changing technology and
evolving standards. These conditions could render our products less competitive
or obsolete and could harm our business, financial condition and ability to
market our products as currently contemplated. Because we offer and are
developing a range of open systems storage solutions, including automated tape
libraries, software and storage peripherals, our competitors differ depending on
the product format and performance level. Some of our competitors have
significantly more financial, technical, manufacturing, marketing and other
resources than we have. As a result, our competitors may be able to respond more
quickly than we can to new or changing opportunities, technologies, standards or
customer requirements. Competitors may develop products and technologies that
are less expensive or technologically superior to our products. In addition, our
competitors may manufacture and market their products more successfully than we
do our products.
There is significant price competition in the markets in which we
compete, and we believe that pricing pressures are likely to continue. Certain
competitors may reduce prices in order to preserve or gain market share. To
successfully compete in this market, we must be able to manage our component and
product design costs. This pricing pressure, and our potential inability to
manage our component and product design costs, could result in significant price
erosion, reduced gross profit margins and loss of market share, which could
negatively affect our business, financial condition and operating results.
THE STORAGE DEVICE MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL EVOLUTION, AND
OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP NEW PRODUCTS
The market for our products is characterized by rapidly changing
technology and evolving industry standards and is highly competitive with
respect to timely innovation. At this time, the data storage market is
particularly subject to change with the emergence of Fibre Channel protocol and
new storage solutions such as storage area networks, or SANs, and network
attached storage, or NAS, devices. The introduction of new products embodying
new or alternative technology or the emergence of new industry standards could
render our existing products obsolete or unmarketable. Our future success will
depend in part on our ability to anticipate changes in technology, to gain
access to such technology for incorporation into our products and to develop new
and enhanced products on a timely and cost-effective basis. Risks inherent in
the development and introduction of new products include:
- the difficulty in forecasting customer demand accurately;
- our inability to expand production capacity fast enough to
meet customer demand;
- the possibility that new products may cannibalize our
current products;
- delays in our initial shipments of new products;
- competitors' responses to our introduction of new products;
and
- the desire by customers to evaluate new products for longer
periods of time before making a purchase decision.
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In addition, we must be able to maintain the compatibility of our
products with significant future device technologies, and we must rely on
producers of new device technologies to achieve and sustain market acceptance
of those technologies. Development schedules for high-technology products are
subject to uncertainty, and we may not meet our product development schedules.
If we are unable, for technological or other reasons, to develop products in a
timely manner or if the products or product enhancements that we develop do
not achieve market acceptance, our business will be harmed.
WE RELY ON TAPE TECHNOLOGY FOR A SUBSTANTIAL PORTION OF OUR REVENUE
We derive a significant majority of our revenue from products that
incorporate some form of tape technology, including digital linear tape, or DLT.
Most often, these tape drive products are available from only a single
manufacturer, and we expect to continue to derive a substantial amount of
revenue from these products for the foreseeable future. As a result, our future
operating results significantly depend on the continued availability and market
acceptance of products employing tape drive technology. If products
incorporating other technologies gain comparable or superior market acceptance,
our business, financial condition and operating results would be adversely
affected unless we successfully develop and market products incorporating the
new technology.
WE DEPEND ON CERTAIN KEY SUPPLIERS, SOME OF WHICH ARE ALSO OUR COMPETITORS
We do not possess proprietary magnetic tape drive, optical disk,
high-density disk or other storage technologies and, consequently, we depend on
a limited number of third-party manufacturers to supply us with the devices that
we incorporate into our products. In some cases, these manufacturers are
sole-source providers of the device technology. Some of these sole-source
manufacturers market their own tape library products, and are thus also our
competitors. Quantum Corporation is the primary supplier of DLT drives and has,
in the past, allocated quantities of drives among its customers. It is possible
that Quantum will again resort to allocation and, as a result, we may not be
able to meet our future DLT drive requirements. It is likely that we will also
depend on a small number of suppliers in the event other device technologies
supplement or supplant DLT devices in any of our products.
In September 1998, Quantum acquired ATL Products. ATL designs,
manufactures, markets and services automated tape libraries that compete with
our small and mid-range library products. ATL may be able to manufacture and
market these competitive products more successfully than we can manufacture and
market our products, especially since ATL now has access to Quantum's financial
and other resources. Furthermore, because Quantum is now competing directly with
us in certain markets through ATL, Quantum may be unable to meet our demand for
DLT drives and media or may provide these products at less competitive prices.
Our other suppliers have in the past been, and may in the future be, unable to
meet our supply needs, including our needs for timely delivery, adequate
quantity and high quality. We do not have long-term contracts with any of our
significant suppliers. If these suppliers were to decide to pursue the tape
library market directly, they may cease supplying us with tape drives and media,
in which case we may be unable to obtain adequate supplies of tape drives and
media at acceptable prices, if at all. The partial or complete loss of any of
our suppliers could result in significant lost revenue, added costs and
production delays or may otherwise harm our business, financial condition,
operating results and customer relationships.
WE HAVE A CONCENTRATED CUSTOMER BASE, AND THEREFORE THE LOSS OF A SINGLE
CUSTOMER COULD NEGATIVELY AFFECT OUR OPERATING RESULTS
The majority of our end users purchase our products from value-added
resellers, or VARs. For the small and mid-range libraries, many of these VARs
purchase our products from large distributors such as Ingram Micro Inc., Tech
Data Corporation and others. In fiscal 1998, Ingram Micro represented 22% and
Tech Data represented 15% of our net sales. We have no long-term orders with any
of our significant customers or distributors. Generally we sell products
pursuant to purchase orders. In addition, our distributors carry competing
product lines which they may promote over our products. A distributor may not
continue to purchase our products or market them effectively. Moreover, certain
of our contracts with our distributors contain "most favored nation" pricing
provisions which mandate that we offer our products to these customers at the
lowest price offered to other similarly situated customers.
Our operating results could be adversely affected if any of the
following factors were to occur relating to one or more of our significant
resellers:
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- the reduction, delay or cancellation of orders or the
return of a significant amount of products;
- the loss of one or more of such resellers; or
- any financial difficulties of such resellers that result
in their inability to pay amounts owed to us.
WE EXPECT TO INCREASE OUR FOCUS ON OEM SALES AND COULD BE ADVERSELY AFFECTED IF
OUR OEM SALES EFFORTS ARE NOT SUCCESSFUL
We rely on OEMs such as Dell Computer, Unisys, Exabyte, Tandberg Data
and Plasmon for the sale of our products, and are increasing our focus on sales
to OEMs. OEM sales represented less than 5% of sales in fiscal 1998, but we
expect this percentage to increase substantially in future periods. OEMs
typically conduct substantial and lengthy evaluation programs before certifying
a new product for inclusion in their product line. We may be required to devote
significant amounts of financial and human resources to these evaluation
programs with no assurance that our products will ever be selected. In addition,
even if selected by the OEM, there generally is no requirement that the OEM will
purchase any particular amount of product or that it will refrain from
purchasing competing products. Further, OEM sales typically feature lower
margins than we have obtained in the past through our other distribution
channels.
We recently announced that we anticipate entering into a supplier
relationship with IBM. We cannot assure you that we will ultimately enter into
this relationship or, if we do, that we will achieve any particular level of
sales or other benefits from this relationship.
Sales of our large libraries, and the revenue associated with the
on-site service of those libraries, are somewhat concentrated in specific
customers, including government agencies and Raytheon Company. If any of the
resellers, OEMs or other large customers decide not to continue to purchase our
products, our business, financial condition and operating results may be harmed.
OUR OPERATING RESULTS WOULD BE ADVERSELY AFFECTED BY A SIGNIFICANT AMOUNT OF
PRODUCT RETURNS
Our customers have rights in certain instances to return products to
us, and we may otherwise allow product returns if we think that doing so is in
the interests of maximizing the effectiveness of our sales channels. We estimate
and reserve for potential returns in our reported financial results. Actual
returns could exceed the level of our estimates due to new product introductions
or other changes affecting the market for our products. If returns are made at
levels that exceed our estimates, our financial results could be adversely
affected in the periods of these returns.
WE MAY MAKE ACQUISITIONS THAT ARE NOT SUCCESSFUL
We have in the past acquired businesses, and we may do so in the
future. Acquisitions present a number of risks, including:
- our ability to successfully integrate the acquired entity's
operations, technologies and products with our own;
- our ability to retain key customers and employees;
- our ability to manage a larger and more diverse business,
a portion of which may be in markets where we have no or limited prior
experience;
- unanticipated costs associated with the integration of the
acquired entity into our business;
- the diversion of management's attention from our core
business during the process;
- potential adverse effects on existing business
relationships with suppliers and customers; and
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- charges and write-offs incurred in connection with
acquisitions.
Additionally, we expect that the consideration paid for future
acquisitions, if any, could be in the form of cash, stock, assumption of
indebtedness and/or rights to purchase stock. Dilution to existing shareholders
and to earnings per share may result to the extent that shares of stock or other
rights to purchase stock are issued in connection with any such future
acquisitions. Dilution may occur if the earnings from such acquisitions do not
exceed associated interest and other charges. We may also incur charges from the
completion of acquisitions such as the expense of in-process research and
development for the EMASS acquisition or severance or other charges arising from
the integration of the business.
WE MAY NOT BE ABLE TO SUSTAIN OUR CURRENT GROWTH OR EFFECTIVELY MANAGE ANY
FUTURE GROWTH
We are experiencing rapid growth. This growth has resulted in, and may
possibly create in the future, additional capacity requirements, new and
increased responsibilities for management personnel, and added pressures on our
operating and financial systems. Our facilities, personnel and operating and
financial systems may not be sufficient to manage and sustain our current or
future growth, and additional growth may detract from our ability to respond to
new opportunities and challenges quickly. Our ability to manage any future
growth effectively will also depend on our ability to hire and retain qualified
management, sales and technical personnel. If we are unable to manage growth
effectively or hire and retain qualified personnel, our business, financial
condition and operating results could be materially negatively affected. In
addition, to the extent expected revenue growth does not materialize, increases
in our selling and administrative costs that are based on anticipated revenue
growth could harm our operating results.
ANY INABILITY TO MEET OUR FUTURE CAPITAL REQUIREMENTS WOULD LIMIT OUR ABILITY TO
GROW
We may need, or could elect, to seek additional funding in the future.
In the event we need to raise additional funds, we may not be able to do so on
favorable terms, if at all. Further, if we issue equity securities, shareholders
may experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of our existing securities. If we
cannot raise funds on acceptable terms, we may not be able to develop or enhance
our products, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS
Net sales to customers outside the United States accounted for 33% of
net sales in fiscal 1998 and 45% in the nine months ended July 31, 1999. We
believe that international sales will continue to represent a significant
portion of our net sales. Our international operations and sales to customers
outside the United States subject us to a number of risks, including:
- the imposition of governmental controls;
- exposure to foreign exchange risk;
- the need to comply with a wide variety of foreign and U.S.
export laws;
- political and economic instability in certain international
markets;
- trade restrictions and protectionist laws and business
practices that favor local competition;
- changes in tariffs and tax laws;
- longer payment cycles typically associated with
international sales and potential difficulties in collecting accounts
receivable;
- potentially lower level of protection of our intellectual
property than in the United States;
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- greater difficulty of administering business overseas;
- the need to support multiple languages;
- difficulty recruiting sales and technical support personnel
with the skills to support our products;
- potential severance exposure related to our employee
agreements with our European employees; and
- dependence on local vendors.
Furthermore, although we endeavor to meet standards established by
foreign regulatory bodies, we may not be able to comply with changes in foreign
standards in the future. Our inability to design products to comply with foreign
standards could harm our business, financial condition and operating results.
WE MAY BE SUED BY OUR CUSTOMERS FOR PRODUCT LIABILITY CLAIMS AS A RESULT OF
FAILURES IN OUR DATA STORAGE PRODUCTS
We face potential liability for performance problems of our products
because our end users employ our storage technologies for the storage and backup
of important data. Although we maintain general liability insurance, our
insurance may not cover potential claims of this type or may not be adequate to
indemnify us for all liability that may be imposed. Any imposition of liability
that is not covered by insurance or is in excess of our insurance coverage could
harm our business.
WE MAY FACE CURRENCY RISKS ASSOCIATED WITH FLUCTUATING FOREIGN CURRENCY
VALUATIONS
Currently, approximately one-half of our international sales are
denominated in U.S. dollars, and fluctuations in the value of foreign currencies
relative to the U.S. dollar could therefore make our products less
price-competitive. The remaining portion of our international sales are
denominated in foreign currencies, primarily the German mark, British pound
sterling and French franc. A decrease in the value of a relevant foreign
currency in relation to the U.S. dollar after establishing prices and before our
receipt of payment and conversion of such payment to U.S. dollars would have an
adverse effect on our operating results. Furthermore, the expenses of our
international subsidiaries are denominated in their local currencies. Because we
currently engage in only limited foreign currency hedging transactions, movement
in foreign currency exchange rates could adversely affect our operating results.
WE MAY NEED TO UPGRADE OUR FINANCIAL AND OTHER SOFTWARE TO ACCOUNT FOR THE
EUROPEAN ECONOMIC COMMUNITY'S ADOPTION OF THE EURO
On January 1, 1999, certain member states of the European Economic
Community fixed their respective currencies to a new currency, commonly known as
the Euro. During the three years beginning January 1, 1999, business in these
countries will be conducted both in the existing national currency, such as the
French franc or the German mark, as well as the Euro. Thereafter, all
transactions must be recorded in Euros. We will need to ensure that our
financial and other software systems are capable of processing transactions and
properly handling both the existing currencies and the Euro. We are still
assessing the impact that the introduction and use of the Euro will have on our
internal systems. We do not currently expect the introduction and use of the
Euro will materially affect our business; however, if we encounter unexpected
difficulties, our business could be harmed.
A NUMBER OF KEY PERSONNEL ARE CRITICAL TO THE SUCCESS OF OUR BUSINESS
Our future success depends in large part on our ability to retain
certain key executives and other personnel, some of whom have been instrumental
in establishing and maintaining strategic relationships with key suppliers and
customers. We do not have any employment agreements with our U.S. employees,
except for change of control agreements with our executive officers. Our future
growth and success will depend in large part on our ability to hire, motivate
and retain highly qualified management, technical, operations, sales and
marketing personnel. Competition for such personnel is intense in the
high-technology industry, particularly in the Seattle and Denver areas. We may
not be able to retain our existing personnel or attract additional qualified
personnel in the future. In addition, companies in our industry whose employees
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accept positions with competitors frequently claim that the competitors have
engaged in unfair hiring practices. We may receive such claims in the future
as we seek to hire qualified personnel, and such claims could result in
litigation. Regardless of the merits of these claims, we could incur
substantial costs in defending ourselves against these claims.
A FAILURE TO DEVELOP AND MAINTAIN PROPRIETARY TECHNOLOGY WILL NEGATIVELY AFFECT
OUR BUSINESS
Because our business depends on technology, our ability to compete
effectively depends in part on our ability to develop and maintain proprietary
aspects of our technology. We hold patents on various design elements of our
automated storage library products in the United States and international
jurisdictions, and we are pursuing additional patent applications. We cannot be
certain, however, that we will receive any future patents or that any patents we
do receive will be valid or provide meaningful protection for our product
innovations. We also rely on a combination of copyright, trademark, trade secret
and other intellectual property laws and various contract rights to protect our
proprietary rights. Such rights, however, may not preclude competitors from
developing products that are substantially equivalent or superior to our
products. In addition, many aspects of our products are not subject to
intellectual property protection and can therefore be reproduced by our
competitors.
While we are not currently engaged in any intellectual property
litigation or proceedings, we may become so involved in the future. We are now,
and we may in the future be, subject to claims or inquiries regarding our
alleged unauthorized use of a third party's intellectual property. An adverse
outcome in litigation could subject us to significant liabilities to third
parties, require us to license technology from others or require us to cease
marketing or using certain products, any of which could negatively affect our
business, financial condition and operating results. If we are required to seek
licenses under patents or proprietary rights of others, we may not be able to
acquire these licenses on acceptable terms, if at all. In addition, the cost of
responding to an intellectual property infringement claim, in terms of legal
fees and expenses and the diversion of management resources, whether or not the
claim is valid, could harm our business, financial condition and operating
results.
OUR INCREASED RESEARCH AND DEVELOPMENT SPENDING MAY NOT YIELD RESULTS THAT
JUSTIFY THE COSTS INCURRED
We are substantially increasing our research and development spending
over that of prior periods. Our products and markets are technologically
advanced and rapidly evolving, and we cannot be assured that these efforts will
successfully provide us with new or upgraded products that will be competitive.
If these programs are not successful, our increased investment in research and
development will not yield corresponding benefits to us.
UNDETECTED SOFTWARE OR HARDWARE ERRORS COULD INCREASE COSTS AND REDUCE OUR
REVENUE
We may not be able to adequately control and eliminate manufacturing
flaws. Our products operate near the limits of electronic and physical
performance and are designed and manufactured with relatively small tolerances.
If flaws in design, production, assembly or testing were to occur in our
products or those of our vendors, we could experience a rate of failure in our
products that would result in substantial repair or replacement costs and
potential damage to our reputation. Continued improvement in manufacturing
capabilities and control of material and manufacturing quality and costs are
critical factors in our future growth. We frequently revise and update
manufacturing and test processes to address engineering and component changes to
our products and evaluate the reallocation of manufacturing resources among our
facilities. We cannot assure you that our efforts to monitor, develop and
implement appropriate test and manufacturing processes for our products will be
sufficient to permit us to avoid a rate of failure in our products that results
in substantial shipment delays, significant repair or replacement costs and
damage to our reputation. In addition, our products are combined with products
from other vendors. As a result, when problems occur, it is difficult to
identify the source of the problem. These problems may cause us to incur
significant warranty and repair costs, divert the attention of our engineering
personnel from our product development efforts and cause significant customer
relations problems.
WE FACE SUBSTANTIAL WARRANTY EXPOSURE
We generally provide product warranties for varying lengths of time. In
the past, we have incurred higher warranty expenses relating to new products
than we typically incur with established products. In anticipation of such
expenses, we
9
<PAGE>
establish allowances for the estimated liability associated with product
warranties. However, these warranty allowances may be inadequate, and we may
incur substantial warranty expenses in the future with respect to new or
established products.
WE HAVE ANTITAKEOVER PROVISIONS IN PLACE THAT MAKE IT MORE DIFFICULT FOR A THIRD
PARTY TO ACQUIRE US
Our board of directors has the authority, without any action by the
shareholders, to issue up to 2,000,000 shares of preferred stock and to fix the
rights and preferences of such shares. In addition, we have adopted a
shareholder rights plan involving the issuance of preferred stock purchase
rights designed to protect our shareholders from abusive takeover tactics by
causing substantial dilution to a person or group that attempts to acquire us on
terms not approved by our board. Certain provisions in our articles of
incorporation, bylaws and shareholder rights plan, as well as Washington law,
and the ability of our board to issue preferred stock, may have the effect of
delaying, deferring or preventing a change in control, may discourage bids for
our common stock at a premium over its market price and may adversely affect the
market price, and the voting and other rights of the holders, of common stock.
OUR STOCK PRICE MAY BE EXTREMELY VOLATILE
The market price of our common stock has experienced fluctuations since
it commenced trading in October 1996 and is likely to fluctuate significantly in
the future. Our stock price can fluctuate for a number of reasons, including:
- announcements about us or our competitors;
- quarterly variations in operating results;
- the introduction of new technology or products or changes
in product pricing policies by us or our competitors;
- comments regarding us and the data storage market made on
Internet bulletin boards; and
- changes in earnings estimates by analysts or changes in
accounting policies.
In addition, stock markets have experienced extreme price and volume
volatility in recent years. This volatility has had a substantial effect on the
market prices of securities of many smaller public companies for reasons
frequently unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.
RISKS ASSOCIATED WITH YEAR 2000 NONCOMPLIANCE MAY ADVERSELY AFFECT OUR BUSINESS
We believe that the purchasing patterns of our customers and potential
customers may be affected by year 2000 compliance issues as organizations expend
significant resources to correct their current software systems in anticipation
of year 2000. These expenditures may result in reduced funding available to such
entities for other information technology purchases, such as the products and
services we offer. Furthermore, our customers and potential customers may defer
information technology purchases generally until early in the next millennium to
avoid year 2000 compliance problems. Any such deferral of purchases by our
customers or potential customers could harm our business, financial condition
and operating results. See additional information regarding our year 2000
readiness in "Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Company--Year 2000" in our Form 10-K/A filed on
September 14, 1999.
FORWARD-LOOKING STATEMENTS
In this prospectus, we make statements that relate to our future plans,
objectives, expectations and intentions that involve risks and uncertainties. We
have based these statements on our current expectations and projections about
future events. These statements may be identified by the use of words such as
"expect," "anticipate," "intend," "plan," "believe" and "estimate" and similar
expressions. Any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. Our actual results could differ materially from those
10
<PAGE>
discussed in, or implied by, these statements. Factors that could contribute
to such differences include, but are not limited to, those discussed in the
"Risk Factors" section and elsewhere in this prospectus. We are not obligated
to update or revise these forward-looking statements to reflect new events or
circumstances.
HOW TO OBTAIN MORE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may also obtain information on the operation of the Public Reference Room
from the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet
site that contains our reports, proxy and information statements and other
information. The Internet address of that site is http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act. This prospectus does not contain all of the information in
the registration statement. We have omitted certain parts of the registration
statement, as permitted by the rules and regulations of the SEC. You may inspect
and copy the registration statement, including exhibits, at the SEC's public
reference facilities or web site.
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
information to you by referring you to those documents. This information we
incorporate by reference is considered a part of this prospectus, and later
information we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 until this offering is completed:
1. Our Annual Report on Form 10-K for the fiscal year ended
October 31, 1998, as amended by Form 10-K/A filed with the SEC
on September 14, 1999;
2. Our Quarterly Reports on Form 10-Q for the quarterly periods
ended January 31, 1999, April 30, 1999 and July 31, 1999;
3. Our Current Report on Form 8-K filed with the SEC on September
20, 1999; and
4. The description of our capital stock, including our rights
plan, contained in our registration statement on Form 10, as
amended, effective as of September 10, 1996, including any
amendment or report filed for the purpose of updating this
description.
You may obtain copies of these documents (other than exhibits) free of
charge by requesting them in writing from Advanced Digital Information
Corporation, P.O. Box 97057, 11431 Willows Road N.E., Redmond, Washington
98073-9757, Attention: Emily Taggart, or by calling (425) 881-8004. Our Internet
address is www.adic.com. Information contained on our Internet site does not
constitute part of this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The selling shareholders
are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
11
<PAGE>
THE COMPANY
We provide hardware and software data storage solutions to the open
systems marketplace. Along with our value-added resellers, original equipment
manufacturer, or OEM, partners and customers, we incorporate our products and
our service and support operations with third-party hardware and software
products to deliver reliable, flexible and scalable storage solutions. Our
storage solutions are designed to enable organizations to organize, protect and
retrieve complex mission-critical data. The volume and value of this data are
expected to increase dramatically. Typical applications of our solutions include
data backup, near-line storage, archiving, storage area network, or SAN,
implementations and other data-intensive environments where the efficiency and
effectiveness of the storage solution is critical. Our sales channels include a
global network of resellers developed over the last 15 years and OEMs, including
Dell Computer. In addition, we were recently selected as a supplier to IBM,
subject to finalizing a definitive agreement.
Our products include open systems hardware and software storage
management solutions. We believe we offer the industry's broadest range of
automated libraries, which provide a variety of data capacities and transfer
rates. We are a device-independent company, as our automated storage products
are designed to use a variety of third-party data recording devices, including
all major tape formats and, to a lesser extent, optical storage devices.
Similarly, our software operates in UNIX and Windows NT environments, supports
multiple types of storage devices and is compatible with a variety of automated
library products in addition to our own. Additionally, we design our products to
be integrated with a variety of emerging technologies, including Fibre Channel,
SAN and network attached storage, or NAS. We believe our open systems and
device-independent strategies provide us with a cost-effective and flexible
position from which to compete in the rapidly evolving data storage market.
Our objective is to capture an increasing portion of the open systems
storage solutions market. To achieve this objective we intend to:
PROVIDE A BROAD ARRAY OF DEVICE-INDEPENDENT STORAGE SOLUTIONS. By
capitalizing on our device independence, we will continue to provide storage
solutions that incorporate the optimal combination of our products and
technology and third-party hardware and software products.
AGGRESSIVELY DEVELOP TECHNOLOGY. We believe that focused expenditures
on technologies are critical to our success, and we are accelerating our
expenditures on technology development in order to offer more complete storage
solutions. In addition to our internal research and development efforts, we may
seek to develop or acquire technology by acquisitions, minority investments or
outsourced development.
CAPITALIZE ON WORLDWIDE BRANDED RESELLER AND OEM CHANNELS. The majority
of our sales are branded products sold through cost-effective, worldwide
reseller channels. We have also developed several key OEM relationships. Through
these arrangements, we are able to benefit from our OEMs' extensive direct and
indirect distribution networks. In addition, our close ties with software
vendors can be critical in reseller sales situations where an effective solution
requires pairing compatible hardware and software products.
BUILD AND EXPAND RELATIONSHIPS WITH STRATEGIC PARTNERS. It is our
strategy to capitalize on products, technologies and channels that may be
available through partners. We believe that continued growth of the open systems
storage solutions market will create opportunities beyond those we can meet
alone.
We were incorporated in Washington in August 1984. Our principal
executive offices are located at 11431 Willows Road N.E., Redmond, Washington
98073-9757, and our telephone number is (425) 881-8004.
12
<PAGE>
SELLING SHAREHOLDERS
The following table provides certain information regarding the selling
shareholders and the number of shares being offered by them as of October 20,
1999.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AFTER OFFERING (1)
SHARES
BENEFICIALLY PERCENTAGE OF
OWNED PRIOR NUMBER OF SHARES THAT MAY COMMON STOCK
BENEFICIAL OWNER TO OFFERING BE SOLD NUMBER OUTSTANDING
<S> <C> <C> <C> <C>
Glenn T. Williamson 73,333 (2) 73,333* 0 0
David W. Challis 36,667 (2) 36,667* 0 0
</TABLE>
- -----------------
* Less than 1% of the outstanding shares of common stock.
(1) Assumes the sale of all the shares offered by each of the selling
shareholders.
(2) When the selling shareholders acquired the shares, they agreed to allow
ADIC to retain a total of 10,000 shares for 90 days following the closing
of the transaction pursuant to which the shares were issued. These shares
were retained so that they could be used to satisfy any indemnification
claims asserted under the agreement pursuant to which ADIC issued the
shares. ADIC retained 6,666 shares with respect to Mr. Williamson and 3,334
shares with respect to Mr. Challis. These shares will not be available for
sale under the registration statement of which this prospectus is a part
until December 18, 1999, if at all.
Prior to its acquisition by us, Glenn T. Williamson was president and a
director of, and David W. Challis was vice president and treasurer of,
MountainGate Imaging Systems Corporation. MountainGate Imaging Systems
Corporation, now called MountainGate Corporation, is a wholly owned subsidiary
of ADIC. Mr. Williamson remains a director of MountainGate Corporation. Neither
of the selling shareholders has had any other material relationship with ADIC,
or any of its affiliates, within the past three years.
The selling shareholders acquired all of the shares from ADIC in a
private transaction that closed on September 17, 1999, pursuant to which ADIC
acquired MountainGate Imaging Systems Corporation. All of the shares were
"restricted securities" under the Securities Act prior to this registration. We
agreed to file the registration statement to register the resale of the shares
in recognition of the fact that the selling shareholders may wish to be legally
permitted to sell their shares when they deem appropriate. We agreed to use our
best efforts to prepare and file all necessary amendments and supplements to the
registration statement to keep it effective until the earlier of (1) the date
that is the one-year anniversary of the date of effectiveness of the
registration and (2) the date on which all of the shares registered under the
registration statement have been sold or distributed by the selling
shareholders.
13
<PAGE>
PLAN OF DISTRIBUTION
All of the shares offered by this prospectus may be sold from time to
time by the selling shareholders, or by their pledgees, donees, transferees or
other successors-in-interest, either directly or through underwriters,
broker-dealers or agents. If the shares are sold through underwriters or
broker-dealers, the selling shareholder will be responsible for underwriting
discounts or commissions or agent's commissions. The shares may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale, or at negotiated prices.
Such sales may be effected in transactions (which may involve crosses or block
transactions) (1) on any national securities exchange or quotation service on
which ADIC's stock may be listed or quoted at the time of sale, (2) in the
over-the-counter market, (3) in transactions otherwise than on such exchanges or
services or in the over-the-counter market. In connection with sales of the
shares, the selling shareholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the shares and
deliver the shares to close out such short positions, or loan or pledge the
shares to broker-dealers that in turn may sell such shares. In addition, any of
the shares that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold in transactions complying with such rule, rather than pursuant to
this prospectus.
We have the right to require the selling shareholders to suspend open
market offers and sales of the shares whenever, and for so long as, such
suspension is deemed necessary or appropriate in our reasonable judgment after
consulting with counsel. We have agreed to give the selling shareholders notice
of any such suspension, to use all reasonable efforts to minimize the length of
any such suspension and to ensure that the selling shareholders shall have at
least 10 trading days (prorated for partial quarters) available to sell the
shares each calendar quarter (or portion thereof) during the period in which
shares may be sold pursuant to this prospectus.
Any broker-dealers who act in connection with the sale of the shares
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and profit on any resale of
the shares as principal may be deemed to be underwriting discounts and
commissions under the Securities Act. Subject to certain exceptions, we have
agreed to bear all expenses in connection with the registration and sale of the
shares being offered by the selling shareholders. We have agreed to indemnify
the selling shareholders who act in connection with the sale of the shares
against certain liabilities, including liabilities under the Securities Act.
There can be no assurance that the selling shareholders will sell any
or all of the shares covered by this prospectus.
VALIDITY OF COMMON STOCK
Certain legal matters in connection with the common stock offered by
this prospectus have been passed upon for ADIC by Perkins Coie LLP, Seattle,
Washington.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our annual report on Form 10-K, as amended by Form 10-K/A filed with the SEC
on September 14, 1999 for the year ended October 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of such firm as experts in
accounting and auditing.
Perkins Coie LLP, counsel to ADIC, owns approximately 3,412 shares of
ADIC common stock.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
registrant in connection with the sale of common stock being registered. All
amounts are estimates except the SEC registration fee and the Nasdaq National
Market additional listing fee.
<TABLE>
<S> <C>
SEC registration fee $ 976
Nasdaq National Market additional listing fee $ 2,200
Legal fees and expenses $10,000
Accounting fees and expenses $ 4,000
Miscellaneous fees and expenses $ 824
-------
Total $18,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article 9 of the registrant's Restated Bylaws provides for
indemnification of the registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law. The directors and officers of
the registrant also may be indemnified against liability they may incur for
serving in those capacities pursuant to a liability insurance policy maintained
by the registrant for such purpose. The registrant has also entered into
indemnification agreements with certain of its officers and directors pursuant
to which it has agreed, among other things, to indemnify such directors and
officers to the fullest extent permitted by law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, knowing
violations of law or illegal corporate loans or distributions, or any
transaction from which the director personally receives a benefit in money,
property or services to which the director is not legally entitled. Article 10
of the registrant's Restated Articles of Incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.
II-1
<PAGE>
ITEM 16. EXHIBITS
5.1 Opinion of Perkins Coie LLP, counsel to the registrant,
regarding the legality of the common stock
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in the opinion filed as
Exhibit 5.1 hereto)
24.1 Power of attorney (contained on signature page)
ITEM 17. UNDERTAKINGS
A. 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 to include
any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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; and
(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. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
C. 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
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 of 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.
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Redmond, State of Washington, on the 29th day of
October, 1999.
ADVANCED DIGITAL INFORMATION CORPORATION
/s/ Peter H. van Oppen
----------------------
By: Peter H. van Oppen
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Peter H. van Oppen and Charles H. Stonecipher, or either of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
the behalf of each person, individually and in each capacity stated below, and
to file, any and all amendments to this registration statement, including any
and all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 29th day of October, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Peter H. van Oppen Chief Executive Officer and Chairman of the Board
- --------------------------------------------- (Principal Executive Officer)
Peter H. van Oppen
/s/ Leslie S. Rock Chief Accounting Officer and Treasurer
- --------------------------------------------- (Principal Financial and Accounting Officer)
Leslie S. Rock
/s/ Tom A. Alberg Director
- ---------------------------------------------
Tom A. Alberg
/s/ Christopher T. Bayley Director
- ---------------------------------------------
Christopher T. Bayley
/s/ Russell F. McNeill Director
- ---------------------------------------------
Russell F. McNeill
/s/ John W. Stanton Director
- ---------------------------------------------
John W. Stanton
/s/ Walter F. Walker Director
- ---------------------------------------------
Walter F. Walker
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding
the legality of the common stock
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of attorney (contained on signature page)
</TABLE>
II-4
<PAGE>
[PERKINS COIE LLP LETTERHEAD]
November 3, 1999
Advanced Digital Information Corporation
P.O. Box 97057
11431 Willows Road N.E.
Redmond, Washington 98073-9757
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission for the resale of up to 110,000 shares of
common stock of Advanced Digital Information Corporation (the "Company"), no par
value per share (the "Shares"). We have examined the Registration Statement and
such documents and records of the Company as we have deemed necessary for the
purpose of this opinion.
Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments, and to the reference to our firm in the Prospectus of
the Registration Statement under the heading "Validity of Common Stock." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
Perkins Coie LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated December 8, 1998 relating
to the financial statements which appears in Advanced Digital Information
Corporation's Annual Report on Form 10-K as amended by Form 10K/A filed with the
SEC on September 14, 1999 for the year ended October 31, 1998. We also consent
to the references to us under the heading "Experts" in such Registration
Statement.
PricewaterhouseCoopers LLP
Seattle, Washington
October 29, 1999
