<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1997
Registration No. 333- ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________
SYQUEST TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction 94-2793941
of incorporation or organization) (IRS Employer Identification No.)
47071 BAYSIDE PARKWAY
FREMONT, CALIFORNIA 94538
(Address of principal executive offices) (Zip Code)
_____________
SYQUEST TECHNOLOGY, INC.
1997 STOCK INCENTIVE PLAN
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the Plans)
_____________
EDWIN L. HARPER
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
SYQUEST TECHNOLOGY, INC.
47071 BAYSIDE PARKWAY, FREMONT, CALIFORNIA 94538
(Name and address of agent for service)
(510) 226-4000
(Telephone number, including area code, of agent for service)
_____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price per Aggregate Offering Amount of Registration
Title of Securities to be Registered(1) Share(2) Price(2) Fee
Registered
- ----------------------------------------------------------------------------------------------------------------------------------
1997 Stock Incentive Plan:
- -------------------------
<S> <C> <C> <C> <C>
Options to purchase Common 5,114,019 N/A N/A N/A
Stock
Common Stock, $0.0001 par 5,114,019 $4.03 $20,609,496.57 $6,245.29
value
1997 Employee Stock
Incentive Plan:
- ----------------
Options to purchase Common 5,000,000 N/A N/A N/A
Stock
Common Stock, $0.0001 par 5,000,000 $4.03 $20,150,000 $6,106.05
value
==================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1997 Stock Incentive Plan and 1997
Employee Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of SyQuest Technology, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of SyQuest Technology, Inc. on the
Nasdaq National Market on October 30, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
SyQuest Technology, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, including the amendments thereto on Form 10-K/A
filed with the SEC on January 28, 1997, April 16, 1997 and July 2,
1997, respectively;
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31,1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31,1997;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30,1997, including the amendment thereto on
Form 10-Q/A filed with the SEC on August 29, 1997;
(4) The Registrant's reports on Form 8-K filed with the SEC on
January 3, 1997, January 30, 1997, February 11, 1997, April 14,
1997, June 2, 1997, June 11, 1997, July 3, 1997, August 11, 1997
September 18, 1997 and October 14, 1997, respectively; and
(c) The Registrant's Registration Statement No. 0-19674 on Form 8-A
filed with the SEC on November 20, 1991 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
including the amendment thereto on Form 8-A/A filed with the SEC
on December 17, 1991, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant has the power, pursuant to Section 102(7) of the
Delaware General Corporation Law, to limit the liability of directors of the
Registrant for certain breaches of fiduciary duty and, pursuant to Section 145
of the Delaware General Corporation Law, to indemnify its officers and directors
and other persons for certain acts. The Registrant's Restated Certificate of
Incorporation, as amended, includes the following provisions:
II-1
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The personal liability of the directors of the corporation for
monetary damages for breach of fiduciary duty as a director shall be
eliminated to the fullest extent permissible under the Delaware law as the
same exists or as may hereafter be amended. Neither any amendment nor
repeal of this Article, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
The corporation is authorized to provide indemnification of officers,
directors, employees or agents of the corporation for breach of duty to the
corporation and its stockholders through By-law provisions or through
agreements with such officers, directors, employees or agents, or both, in
excess of the indemnification otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject to the limits on such excess
indemnification set forth in Section 102(b)(7)of the Delaware General
Corporation Law.
Pursuant to Section 145 of the Delaware General Corporation Law, a
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such position so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of a corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
Article VI of the Registrant's Bylaws provides that the Registrant, by
action of the Board of Directors, shall, to the fullest extent permitted by the
General Corporation Law of Delaware, indemnify any and all persons who it shall
have power to indemnify against any and all of the expenses, liabilities or
other matters.
The Registrant has entered or will enter into indemnification agreements
with each of its directors and certain executive officers which provide for
mandatory indemnification and advancement of legal expenses as long as the
individual is entitled to indemnification as determined in the manner provided
in the agreement. The burden is on the Registrant to establish the individual
is not so entitled.
The Registrant has purchased and maintains an insurance policy covering the
officers and directors of the Registrant with respect to certain liabilities
arising under the 1933 Act or otherwise. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 0-19674 on Form 8-A, including the
amendment thereto on Form 8-A/A, which is
incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of Counsel to Registrant.
23.1 Consent of Ernst & Young LLP, Independent
Accountants
23.2 Consent of Counsel is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page
II-4 of this Registration Statement.
II-2
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Item 9. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) 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; provided, however, that clauses (1)(i) and (1)(ii) shall
--------
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 Registrant's 1997
Stock Incentive Plan and 1997 Employee Stock Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fremont, State of California on this 3rd day
of November, 1997.
SYQUEST TECHNOLOGY, INC.
By: /s/Edwin L. Harper
------------------
Edwin L. Harper
Chief Executive Officer and President
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of SyQuest Technology, Inc., a
Delaware corporation, do hereby constitute and appoint Edwin L. Harper and
Thomas C. Tokos, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Edwin L. Harper Chief Executive Officer, November 3, 1997
- --------------------- President and Director
Edwin L. Harper (Principal Executive Officer)
/s/ Bob L. Corey Chief Financial Officer and November 3, 1997
- --------------------- Executive Vice President of
Bob L. Corey Finance
(Principal Financial and
Accounting Officer)
</TABLE>
II-4
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<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Edward L. Marinaro Chairman of the Board of November 3, 1997
- ----------------------- Directors
Edward L. Marinaro
/s/ C. Richard Kramlich Director November 3, 1997
- ----------------------
C. Richard Kramlich
Director __________, 1997
- ----------------------
Joseph Baia
/s/ Stanley L. Pace Director November 3, 1997
- ----------------------
Stanley L. Pace
</TABLE>
II-5
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Number Exhibit
- ----------------------------- -------------------------------------------------
<S> <C>
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 0-19674 on Form 8-A, including the
amendment thereto on Form 8-A/A, which is
incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of Counsel.
23.1 Consent of Ernst & Young LLP, Independent
Accountants
23.2 Consent of Counsel is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page
II-4 of this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5
November 4, 1997
SyQuest Technology, Inc.
47071 Bayside Parkway
Fremont, California 94538
Re: SyQuest Technology, Inc. Registration Statement
for Offering of 10,114,019 Shares of Common Stock
Ladies and Gentlemen:
I refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 5,114,019 shares of Common
Stock under the Company's 1997 Stock Incentive Plan and (ii) 5,000,000 shares of
Common Stock under the Company's 1997 Employee Stock Incentive Plan. I advise
you that, in my opinion, when such shares have been issued and sold pursuant to
the applicable provisions of the 1997 Stock Incentive Plan and 1997 Employee
Stock Incentive Plan and in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thomas Tokos
_______________________________
Thomas Tokos
Vice President, General
Counsel and Secretary
SyQuest Technology, Inc.
<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 1997 Stock Incentive Plan and the 1997 Employee Stock
Incentive Plan of SyQuest Technology, Inc. of our report dated December 11,
1996, except for Note 15, paragraph 11, as to which the date is June 27, 1997,
with respect to the consolidated financial statements and schedule of SyQuest
Technology, Inc. included in the Annual Report (Form 10-K/A) for the year ended
September 30, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 3, 1997
