<PAGE>
As filed with the Securities and Exchange Commission on January 31, 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 94-2793941
-------- ----------
(State of incorporation) (IRS Employer identification No.)
47071 Bayside Parkway
Fremont, California 94538
(Address of principal executive offices)
--------------------------
1997 ACCRUED VACATION EXCHANGE PLAN
(FULL TITLE OF THE PLAN)
--------------------------
Edwin L. Harper,
Chief Executive Officer and President
SYQUEST TECHNOLOGY, INC.
47071 Bayside Parkway
Fremont, California 94538
(510) 226-4000
(Name, address and telephone number of agent for service)
--------------------------
Copies to:
M. Greg Allio, Esq.
Christina M. O'Brien, Esq.
SHARTSIS, FRIESE & GINSBURG, LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Proposed
Title of Amount to Maximum Proposed Maximum
Securities To Be be Offering Price Aggregate Offering Amount of
Registered Registered Per Share (1) Price Registration Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $3.16 $948,000 $287.27
$.001 par value,
issuable pursuant
to 1997 Accrued
Vacation
Exchange Plan
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "1933 Act"), based upon the average of the high and low prices
reported in the Nasdaq National Market on January 27, 1997.
----------------------------------------------------
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities and Exchange Act of 1934, as
amended, (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement:
a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, including the amendment thereto on Form 10K/A, and including
all documents incorporated by reference into such filing.
b) The Registrant's Current Reports on Form 8-K dated October 31, 1996, as
amended, November 11, 1996, November 25, 1996, December 2, 1996, December 30,
1996 and January 23, 1997.
c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act.
All documents subsequently filed by Registrant with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the respective dates of the filing of such
documents with the SEC until the information contained therein is superseded or
updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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:
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 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 positions 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 to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under 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,
II-2
<PAGE>
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 so 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.
4.1 1997 Accrued Vacation Exchange Plan (including election form).
5.1 Opinion of Shartsis, Friese & Ginsburg, LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Shartsis, Friese & Ginsburg, LLP (reference is made to
Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors (reference is
made to page II-5).
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
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
II-3
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on January 30, 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 each person whose signature
appears below constitutes and appoints Edwin L. Harper and Henry Montgomery,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Edwin L. Harper Director, Chief Executive January 30, 1997
- ------------------------- Officer and President (Principal
Edwin L. Harper Executive Officer)
/s/ Henry Montgomery Vice President, Finance and January 30, 1997
- ------------------------- Chief Financial Officer
Henry Montgomery (Principal Financial and
Accounting Officer)
II-5
<PAGE>
/s/ Edward L. Marinaro Chairman of the Board of January 30, 1997
- ------------------------- Directors, Director
Edward L. Marinaro
/s/ C. Richard Kramlich Director January 30, 1997
- -------------------------
C. Richard Kramlich
/s/ David I. Caplan Director January 30, 1997
- -------------------------
David I. Caplan
/s/ Joseph Baia Director January 30, 1997
- -------------------------
Joseph Baia
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered Page
-------------
<C> <S> <C>
4.1 SyQuest Technology, Inc. 1997 Accrued Vacation
Exchange Plan (including Election Form).
5.1 Opinion of Shartsis, Friese & Ginsburg, LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Shartsis, Friese & Ginsburg, LLP (reference
is made to Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors
(reference is made to page II-5)
</TABLE>
<PAGE>
EXHIBIT 4.1
SYQUEST TECHNOLOGY, INC.
1997 ACCRUED VACATION EXCHANGE PLAN
JANUARY 21, 1997
1. PURPOSE.
The purpose of this Plan is to allow Company employees who have eligible
accrued and unused vacation time from years prior to 1996 to exchange such
accrued and unused time for Common Stock of the Company.
2. DEFINITIONS.
(A) "BOARD" means the Board of Directors of the Company.
(B) "COMMON STOCK" means the Company's Common Stock, $.001 par value per
share.
(C) "COMPANY" means Syquest Technology, Inc., a Delaware corporation.
(D) "ELECTION FORM" means the form attached as Exhibit A to be delivered to
Employee Participants.
(E) "ELIGIBLE VACATION TIME" means vacation time of Company employees that
was accrued on or before December 31, 1995, and has not been used or exchanged
for cash by such employee as of the effective date of this Plan.
(F) "EMPLOYEE PARTICIPANT" means any person employed by the Company or any
affiliate of the Company on the Exercise Date who has Eligible Vacation Time. A
list of Employee Participants, none of whom is an "officer" (as that term is
defined in Rule 16a-1 promulgated pursuant to the Securities Exchange Act of
1934) of the Company, and of their Eligible Vacation Time, is attached as
Exhibit B.
(G) "EXERCISE DATE" means February 14, 1997, the last day of the offering
period of the Plan.
(H) "FAIR MARKET VALUE" means 85% of the average of the closing sales
prices for the Common Stock for the ten business days (January 31 and February
3, 4, 5, 6, 7, 10, 11, 12, 13) preceding the Exercise Date as quoted on the
"NASDAQ" national market system.
(I) "PLAN" means this Syquest Technology, Inc. 1997 Accrued Vacation
Exchange Plan.
<PAGE>
3. ADMINISTRATION.
The Plan shall be administered by the Board. The Board shall have the
power to administer and interpret the Plan. The Board, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective. The administration, interpretation or application of the Plan
by the Board shall be final, conclusive and binding upon all participants.
4. ELIGIBILITY.
Only Employee Participants may participate in the cash exchange provisions
described in paragraph 5(a) below or exchange vacation time for Common Stock
pursuant to paragraph 5(b) below.
5. EXCHANGE PROVISIONS.
(A) CASH EXCHANGE. Pursuant to the Company's existing accrued vacation
-------------
time policy (which is not affected hereby), each Employee Participant has the
right to receive cash as payment for cancellation of such Employee Participant's
Eligible Vacation Time in accordance with the following schedule:
<TABLE>
<CAPTION>
Number of Accrued Hours Exchange Date
----------------------- -------------
<S> <C>
Up to 40 hours: December 1, 1996 (hereby extended
to the Exercise Date)
Up to 80 hours: December 1, 1997
Remaining Balance: December 1, 1998
</TABLE>
The amount of cash that an Employee Participant is entitled to receive per
eligible vacation hour is equal to that Employee Participant's compensation per
hour as of the applicable exchange date (not including an extension) listed in
the column above, less applicable withholding.
(B) COMMON STOCK EXCHANGE. In lieu of an exchange for cash pursuant
---------------------
to the Company's current policy described in paragraph 5(a), each Employee
Participant that has not exchanged Eligible Vacation Time for cash shall have
the option to exchange all, but not less than all, of their Eligible Vacation
Time for shares of Common Stock. The number of shares of Common Stock that an
Employee Participant shall be entitled to receive on such exercise shall be
equal to (i) the amount of cash that such Employee Participant would have
received if such Employee Participant converted all of such Employee
Participant's Eligible Vacation Time into cash at such Employee Participant's
compensation per hour as of January 1, 1997, divided by (ii) the Fair Market
Value per share of Common Stock. Notwithstanding the foregoing, fractional
shares of Common Stock shall not be issued, and the number of shares of Common
Stock calculated pursuant to the preceding sentence shall be rounded up to the
next whole share.
2.
<PAGE>
Following the effectiveness of a Registration Statement on Form S-8
relating to this Plan (the "Form S-8") to be filed with the Securities and
Exchange Commission, the Board of Directors shall cause the Company to promptly
circulate to Employee Participants the Election Form. Such Election Form shall
designate the Exercise Date as the date by which an election must be made, and
such additional information as the Board of Directors or management of the
Company shall determine in their reasonable discretion. If the Employee
Participant does not elect to purchase Common Stock by returning a properly
completed Election Form on or before the Exercise Date, such Employee
Participant's ability to purchase Common Stock under this Plan shall terminate,
and the Employee Participant shall thereafter be entitled to carry forward
Eligible Vacation Time that is not exchanged, or convert such time into cash as
provided in the policy currently in place with respect to such Eligible Vacation
Time.
The Employee Participant may satisfy any Federal, state or local tax
withholding obligation relating to the purchase of Common Stock by electing
either of the following means: (1) authorizing the Company to withhold shares
from the shares of the Common Stock otherwise issuable to the Employee
Participant; or (2) authorizing the Company to withhold such amount from the
February 28, 1997 paycheck to such Employee Participant from the Company.
Unless the Employee Participant directs the Company to do otherwise, the Company
shall satisfy its withholding requirements by reducing the number of shares of
the Common Stock issuable to the Employee Participant, as described in clause
(1) above.
6. TERMINATION. Nothing in the Plan or any instrument executed pursuant
thereto shall confer on any Employee Participant any right to continue in the
employ of the Company or any affiliate or shall affect the right of the Company
or any affiliate to terminate such Employee Participant's employment with or
without cause. This Plan shall terminate upon completion of the exchange of
Common Stock contemplated pursuant to paragraph 5(b).
7. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon effectiveness of the Form S-8, or on
such other date determined by the Board.
3.
<PAGE>
EXHIBIT A
ELECTION FORM
1997 ACCRUED VACATION EXCHANGE PLAN
SYQUEST TECHNOLOGY, INC.
FEBRUARY 3, 1997
______________________________ ___________________________
Employee Name Department
The undersigned (the "Employee Participant") acknowledges receipt of the
SyQuest Technology, Inc. 1997 Accrued Vacation Exchange Plan (the "Plan") and
the Prospectus describing the Plan. Please check the box next to either Option
------
1 or Option 2 (you may elect only one Option), provide the information required
---
by that Option, and sign and return this Election Form to Bob Fisch. THIS
ELECTION FORM MUST BE COMPLETED AND RETURNED TO BOB FISCH NO LATER THAN 5:00
P.M. ON FEBRUARY 14, 1997, OR THE EMPLOYEE PARTICIPANT'S RIGHT TO PARTICIPATE IN
THE PLAN WILL TERMINATE.
The Employee Participant agrees that he/she has _________ total banked
hours of unused vacation time, with a total value of $_____________, that were
earned on or before December 31, 1995, and are Eligible Vacation Time as defined
in the Plan.
________ OPTION 1: CONVERSION OF ALL ELIGIBLE VACATION TIME FOR SYQUEST COMMON
STOCK
Convert all of my Eligible Vacation Time into SyQuest Common Stock on
February 14, 1997 pursuant to the terms of the Plan.
If you choose Option 1, please check off one of the following tax
withholding methods that you would like to use:
________ I authorize the Company to withhold my tax withholding
obligation from my February 28, 1997 paycheck.
________ I authorize the Company to withhold shares of stock from
this distribution to cover my tax withholding obligation.
________ OPTION 2: CONVERSION TO CASH OF UP TO FORTY (40) HOURS OF ELIGIBLE
VACATION TIME
Convert the number of hours of Eligible Vacation Time described below
(40 HOURS OR LESS) into cash (net of applicable withholding) as
described in the Plan. The remaining hours shall remain in the
vacation bank.
___________ hours to be cashed out.
Date: February ____, 1997 Signed:
---------------------------------
[Add Name]
---------------------------------
Manager
4.
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
ACCRUED VACATION PAYOUT
Total
Name Hours
<S> <C>
Abou-Jaoude 72.55
Abreu, Tony 137.79
Adams, Tim 57.25
Alaimo, Ben 51.81
Anderson, Becky 30.80
Arin, Haldun 15.40
Bennie, Jim 151.47
Brown, Ron 96.01
Brautigan, Ron 68.67
Bui, Ninh 143.71
Bullock, Ken 138.94
Chi, Xuan 99.73
Chin, Humphrey 82.07
Crawford, Brent 137.73
Dabestani, Reza 73.29
Dancil, Bob 236.32
Dequinia, Julita 118.81
Duong, Anh 178.06
Duong, Anh Phuong 241.13
Duong, Duc X. 263.23
Duong, Nhuan X. 134.23
Ellard, Doug 33.88
Eubank, Mark 224.10
Fader, Rolly 261.13
Gonzales, Josefina 242.35
Haburchak, Paul 153.70
Hanlon, Keith 126.77
Hodges, Dustin 38.93
Honigberg, Jason 255.76
Jerez, Rafael 193.06
Jung, Yih 236.13
Kay, Teong-Hoe 275.56
Keokham, Bourat 126.18
Khan, Jawad H. 288.00
Kim, Seng 155.39
Kim, Thach 212.07
King, Francis 272.00
Kuo, Chen-Yu 269.47
La, Huy 264.00
Lam, Co Quoc 252.34
Lee, Wes S. 174.85
Lee, Winny 106.01
Longo, Alan 60.75
Lor, Layso 288.00
Loria, Irwin John P. 179.39
Mack, Kevin 33.13
Mayo, Mike 55.93
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
ACCRUED VACATION PAYOUT
Total
Name Hours
<S> <C>
McDonald, Larry 54.07
McPherson, Maria 107.64
Mercer, Pat 107.66
Miller (Jiminez), Eugenia 63.39
Miller, James W. 228.11
Mitchem, Randi 79.27
Morparia, Pradip 168.80
Morris, Frank 102.03
Nanez, Alicia 281.90
Nguyen, Susan Nga 234.32
Nhem, Sophak 254.41
Nichols, Wendell 41.79
Nusratty, Hasina 256.35
Ortega, Magna 264.00
Pang, Phuong Kim 239.42
Patel, Bina 216.00
Patel, Laxmi 187.56
Pederson, Rich 18.95
Perona, Leigh 241.33
Pineda, Elvira 143.01
Poole, Tom 140.27
Providence, Etonio 14.80
Riley, David 134.15
Robello, Ronann 37.62
Rustia, Frank 164.53
Salazar, Raul 259.00
Shellen, Jay 46.53
Singh, Santokh 235.56
Stepan, Lai-Ying 243.15
Swanson, Charles 16.13
Szirmay, Robert 58.51
Tan, Pha 275.12
Tannert, Hans 180.98
Tien, Kevin 210.49
Trieu, Mary 252.39
Vezian, Marc 10.77
Vogel, Karin 9.24
Vu,Lieu D. 251.59
Vuong, Jeannie Chau 238.80
Warszawski, Janusz 71.71
Weinzierl, Jeff 33.88
Wilson, Ross 84.01
Wong, Chung 75.19
Wong, George 288.00
Wong, Philip 258.81
Zalewski, Andy 288.00
</TABLE>
2
<PAGE>
EXHIBIT 5.1
January 31, 1997
SyQuest Technology, Inc.
47071 Bayside Parkway
Fremont, CA 94538
Re: SyQuest Technology, Inc. Registration Statement on Form S-8
1997 Accrued Vacation Exchange Plan
-----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 filed by
SyQuest Technology, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the proposed issuance and
sale by the Company of up to 300,000 shares of Company Common Stock, par value
$.001 per share (the "Common Stock"). As counsel for the Company in connection
with the registration, we render the opinion set forth below.
We have examined, and are familiar with, originals or copies,
certified or otherwise authenticated to our satisfaction, of documents,
corporate records and other writings which we consider relevant for the purpose
of this opinion. We have also reviewed the Restated Certificate of
Incorporation, as amended, the Bylaws and pertinent resolutions of the Board of
Directors and the shareholders of the Company. In addition, we have ascertained
or verified other facts which we deem relevant for the purpose of this opinion.
In connection with this examination, we have assumed the genuineness
of all signatures on original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
<PAGE>
Based upon the foregoing, and such other legal considerations as we
deem appropriate, we are of the opinion that:
The maximum of 300,000 shares of Common Stock proposed to be sold by
the Company under the terms of the Company's 1997 Accrued Vacation Exchange Plan
(the "Plan"), when sold and issued in accordance with the terms of the Plan and
the Form of Election set forth as Exhibit 4.1 to the Registration Statement,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG, LLP
/s/ Shartsis, Friese & Ginsburg, LLP
------------------------------------
<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 Accrued Vacation Exchange Plan of SyQuest
Technology, Inc. and to the incorporation by reference therein of our report
dated December 11, 1996 with respect to the consolidated financial statements
and schedule of SyQuest Technology, Inc. included in the Annual Report (Form 10-
K) for the year ended September 30, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
January 30, 1997
