<PAGE>
As filed with the Securities and Exchange Commission on January 21, 1997
Registration No. _____________
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)
__________________________
1991 STOCK OPTION 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, 1,571,476 $3.2815 $5,156,798.40 $1,562.67
$.001 par value,
issuable upon
exercise of
options under
1991 Stock
Option 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, based
upon the average of the high and low prices reported in the Nasdaq National
Market on January 15, 1997.
--------------------
The contents of the Registrant's Registration Statements on Forms S-8 (File
Nos. 33-46460 and 33-99224) as filed with the Securities and Exchange Commission
on March 18, 1992 and November 15, 1995, respectively, are incorporated herein
by reference.
This Registration Statement covers 1,571,476 shares of the Registrant's
Common Stock authorized to be issued under the Registrant's 1991 Stock Option
Plan pursuant to an amendment to such Plan. The Registrant previously
registered an aggregate of 3,365,863 shares on its Registration Statement on
Form S-8 (File No. 33-46460) as filed with the Securities and Exchange
Commission on March 18, 1992, and an aggregate of 1,025,000 shares on its
Registration Statement on Form S-8 (File No. 33-99224) as filed with the
Securities and Exchange Commission on November 15, 1995. Pursuant to Rule 429,
the Prospectus relating to the shares registered on this Registration Statement
also relates to the 3,365,863 shares of the Registrant's Common Stock registered
on Registration Statement No. 33-46460 and the 1,025,000 shares of the
Registrant's Common Stock registered on Registration Statement No. 33-99224.
ii
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission pursuant to the Securities 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 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, and December
30, 1996.
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 Securities and
Exchange Commission 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 Securities and
Exchange Commission 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 8. EXHIBITS.
4.1 SyQuest Technology, Inc. 1991 Stock Option Plan (including Forms of
Stock Option Grant and Stock Option Exercise Agreement), as amended.
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-2).
II-1
<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 21, 1997.
SYQUEST TECHNOLOGY, INC.
(Registrant)
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edwin L. Harper Director, Chief Executive Officer and January 21, 1997
- -------------------------- President (Principal Executive
Edwin L. Harper Officer)
/s/ Henry Montgomery Vice President, Finance and Chief January 21, 1997
- -------------------------- Financial Officer (Principal Financial
Henry Montgomery and Accounting Officer)
/s/ Edward L. Marinaro Chairman of the Board of Directors, January 21, 1997
- -------------------------- Director
Edward L. Marinaro
/s/ C. Richard Kramlich Director January 21, 1997
- --------------------------
C. Richard Kramlich
/s/ David I. Caplan Director January 21, 1997
- --------------------------
David I. Caplan
/s/ Joseph Baia Director January 14, 1997
- --------------------------
Joseph Baia
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered Page
-------------
<S> <C> <C>
4.1 SyQuest Technology, Inc. 1991 Stock Option Plan
(including Forms of Stock Option Grant and Stock
Option Exercise Agreement), as amended.
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-2)
</TABLE>
<PAGE>
EXHIBIT 4.1
As of 9/26/96
[DELAWARE]
SYQUEST TECHNOLOGY, INC.
1991 STOCK OPTION PLAN
----------------------
1. PURPOSE. This 1991 Stock Option Plan/1/ ("Plan") is established as a
-------- ----
compensatory plan to attract, retain and provide equity incentives to selected
persons to promote the financial success of SyQuest Technology, Inc., a Delaware
corporation (the "Company"). Capitalized terms not previously defined herein
-------
are defined in Section 17 of this Plan.
2. TYPES OF OPTIONS AND SHARES. Options granted under this Plan (the
----------------------------
"Options") may be either (a) incentive stock options ("ISOs") within the meaning
------- ----
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
----
(b) nonqualified stock options ("NQSOs"), as designated at the time of grant.
-----
The shares of stock that may be purchased upon exercise of Options granted under
this Plan (the "Shares") are shares of the common stock of the Company.
------
3. NUMBER OF SHARES. The aggregate number of Shares that may be issued
-----------------
pursuant to Options granted under this Plan is 6,000,000 Shares, subject to
adjustment as provided in the Plan, provided, however, that the number of Shares
set forth in this Section 3 may not be increased except pursuant to adjustments
as provided herein; provided, however, that in no event shall the Company issue
options to purchase more than a combined total of 6,543,700 Shares under the
Plan and the 1982 Employee Incentive Stock Option Plan and the 1982 Stock Option
Plan of SyQuest Technology, a California corporation. If any Option expires or
is terminated without being exercised in whole or in part, the unexercised or
released Shares from such Option shall be available for future grant and
purchase under this Plan. At all times during the term of this Plan, the
Company shall reserve and keep available such number of Shares as shall be
required to satisfy the requirements of outstanding Options under this Plan.
- --------------------
/1/ Approved by the Board of Directors on October 31, 1991; Section 3 amended
on November 5, 1991. Approved by the Stockholders on November 5, 1991;
Amended by the Board of Directors on December 21, 1994 which amendment was
approved by the Stockholders on February 28, 1995. Amended by the Board of
Directors on July 23, 1996, which amendment was approved by the
stockholders of the Company on September 26, 1996.
<PAGE>
4. ELIGIBILITY.
------------
(a) General Rules of Eligibility. Options may be granted to employees,
----------------------------
officers, directors, consultants, independent contractors and advisors (provided
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in capital-raising transaction)
of the Company or any Parent, Subsidiary or Affiliate of the Company. ISOs may
be granted only to employees (including officers and directors who are also
employees) of the company or a Parent or Subsidiary of the Company. The
Committee (as defined in Section 14) in its sole discretion shall select the
recipients of Options ("Optionees"). An Optionee may be granted more than one
---------
Option under this Plan.
(b) Company Assumption of Options. The Company may also, from time to
-----------------------------
time, assume outstanding options granted by another company, whether in
connection with an acquisition of such other company or otherwise, by either (i)
granting an Option under this Plan in replacement of the option assumed by the
Company, or (ii) treating the assumed option as if it had been granted under
this Plan if the terms of such assumed option could be applied to an option
granted under this Plan. Such assumption shall be permissible if the holder of
the assumed option would have been eligible to be granted an option hereunder if
the other company had applied the rules of this Plan to such grant.
5. TERMS AND CONDITIONS OF OPTIONS. The Committee shall determine whether
--------------------------------
each Option is to be an ISO or an NQSO, the number of Shares subject to the
Option, the exercise price of the Option, the period during which the Option may
be exercised, and all other terms and conditions of the Option, subject to the
following:
(a) Form of Option Grant. Each Option granted under this Plan shall be
---------------------
evidenced by a written Stock Option Grant (the "Grant") in substantially the
-----
form attached hereto as Exhibit A or such other form as shall be approved by the
---------
Committee.
(b) Date of Grant. The date of grant of an Option shall be the date on
-------------
which the Committee makes the determination to grant such Option unless
otherwise specified by the Committee. The Grant representing the Option will be
delivered to the Optionee with a copy of this Plan within a reasonable time
after the date of grant; provided, however that if, for any reason, including a
unilateral decision by the Company not to execute an agreement evidencing such
option, a written Grant is not executed within sixty (60) days after the date of
grant, such option shall be deemed null and void. No option shall be exercisable
until such Grant is executed by the Company and the Optionee.
2
<PAGE>
(c) Exercise Price. The exercise price of an NQSO shall be not less than
---------------
eighty-five percent (85%) of the Fair Market Value of the Shares on the date the
Option is granted. The exercise price of an ISO shall be not less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date the
Option is granted. The exercise price of any ISO granted to a person owning more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company ("Ten Percent
-----------
Stockholders") shall not be less than one hundred ten percent (110%) of the Fair
- ------------
Market Value of the Shares on the date the Option is granted.
(d) Exercise Period. Options shall be exercisable within the times or upon
---------------
the events determined by the Committee as set forth in the Grant; provided,
however, that no Option shall be exercisable after the expiration of ten (10)
years from the date the Option is granted, and provided further that no ISO
granted to a Ten Percent Stockholder shall be exercisable after the expiration
of five (5) years from the date the Option is granted.
(e) Limitations on ISOs. The aggregate Fair Market Value (determined as of
-------------------
the time an Option is granted) of stock with respect to which ISOs are
exercisable for the first time by an Optionee during any calendar year (under
this Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed one hundred thousand
dollars ($100,000). If the Fair Market Value of stock with respect to which ISOs
are exercisable for the first time by an Optionee during any calendar year
exceeds $100,000, the Options for the first $100,000 worth of stock to become
exercisable in such year shall be ISOs and the Options for the amount in excess
of $100,000 that becomes exercisable in that year shall be NQSOs. In the event
that the Code or the regulations promulgated thereunder are amended after the
effective date of this Plan to provide for a different limit on the Fair Market
Value of Shares permitted to be subject to ISOs, such different limit shall be
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.
(f) Options Non-Transferable. Options granted under this Plan, and any
-------------------------
interest therein, shall not be transferrable or assignable by the Optionee, and
may not be made subject to execution, attachment or similar process, otherwise
than by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionee only by the Optionee or any permitted
transferee.
(g) Assumed Options. In the event the Company assumes an option granted by
---------------
another company in accordance with 4(b) above, the terms and conditions of such
option shall remain unchanged (except the exercise price and the number and
nature of shares issuable upon exercise, which will be adjusted appropriately
pursuant to Section 424 of the Code and the Treasury
3
<PAGE>
Regulations applicable thereto.). In the event the Company elects to grant a new
option rather than assuming an existing option (as specified in Section 4), such
new option need not be granted at Fair Market Value on the date of grant and may
instead be granted with a similarly adjusted exercise price.
(h) Limitations on Grants. The foregoing provisions of this Plan
----------------------
notwithstanding, after December 21, 1994, no Optionee shall be granted Options
under this Plan in any one fiscal year which in the aggregate shall permit the
Optionee to purchase more than 160,000 shares of Common Stock, provided that a
newly-hired Optionee may in addition receive a one-time Option grant to purchase
up to an additional 250,000 shares of Common Stock upon acceptance of employment
with the Company or any Parent, Subsidiary or Affiliate of the Company. To the
extent the Board of Directors of the Company determines that the limitations
such as the provisions of this Section 5(h) are no longer required to preserve
the deductibility for the Company of option-related compensation under Section
162(m) of the Internal Revenue Code, the Board of Directors may modify or
eliminate the limitations contained in this Section 5(h).
6. EXERCISE OF OPTIONS.
--------------------
(a) Notices. Options may be exercised only by delivery to the Company of a
-------
written exercise agreement in a form approved by the Committee (which need not
be the same for each Optionee), stating the number of Shares being purchased,
the restrictions imposed on the Shares, if any, and such representations and
agreements regarding the Optionee's investment intent and access to information,
if any, as may be required by the Company to comply with applicable securities
laws, together with payment in full of the exercise price for the number of
Shares being purchased.
(b) Payment. Payment for the Shares may be made in cash (by check) or,
-------
where approved by the Committee in its sole discretion at the time of grant and
where permitted by law: (i) by cancellation of indebtedness of the Company to
the Optionee; (ii) by surrender of shares of Common Stock of the Company already
owned by the Optionee, having a Fair Market Value equal to the exercise price of
the Option; (iii) by waiver of compensation due or accrued to Optionee for
services rendered; (iv) through a guaranty by the Company of a loan to the
Optionee by a third party of all or part of the option price (but not more than
the option price), and such guaranty may be on an unsecured or secured basis as
the Committee shall approve (including, without limitation, by a security
interest in the shares of the Company); (v) provided that a public market for
the Company's stock exists, through a "same day sale" commitment from the
Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers, Inc. (an "NASD Dealer") whereby the Optionee irrevocably
-----------
elects to exercise the Option and to sell
4
<PAGE>
a portion of the Shares so purchased to pay for the exercise price and whereby
the NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; (vi) provided that a public market for
the Company's stock exists, through a "margin" commitment from the Optionee and
an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the exercise price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company; or (vii) by any combination
of the foregoing.
(c) Withholding Taxes. Prior to issuance of the Shares upon exercise of an
-----------------
Option, the Optionee shall pay or make adequate provision for any federal or
state withholding obligations of the Company, if applicable. Where approved by
the Committee in its sole discretion, the Optionee may provide for payment of
withholding taxes upon exercise of the Option by requesting that the Company
retain Shares with a Fair Market Value equal to the minimum amount of taxes
required to be withheld. In such case, the Company shall issue the net number of
Shares to the Optionee by deducting the Shares retained from the Shares
exercised. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined
in accordance with Section 83 of the Code (the "Tax Date"). All elections by
--------
Optionees to have Shares withheld for this purpose shall be made in writing in a
form acceptable to the Committee and shall be subject to the following
restrictions:
(i) the election must be made on or prior to the applicable Tax Date;
(ii) once made, the election shall be irrevocable as to the particular
Shares as to which the election is made;
(iii) all elections shall be subject to the consent or disapproval of
the Committee.
(iv) if the Optionee is an officer or director of the Company or other
person (in each case, an "Insider") whose transactions in the Company's Common
-------
Stock are subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and if the Company is subject to Section 16(b) of
------------
the Exchange Act, the election must comply with Rule 16b-3.
(d) Limitations on Exercise. Notwithstanding anything else to the
-----------------------
contrary in the Plan or any Grant, no Option may be exercisable later than the
expiration date of the Option.
5
<PAGE>
7. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
----------------------
may reserve to itself and/or its assignee(s) in the Grant (a) a right of first
refusal to purchase all Shares that an Optionee (or a subsequent transferee) may
propose to transfer to a third party and/or (b) for so long as the Company's
stock is not publicly traded, a right to repurchase a portion of or all Shares
held by an Optionee upon the Optionee's termination of employment of service
with the Company or its Parent, Subsidiary or Affiliate of the Company for any
reason within a specified time as determined by the Committee at the time of
grant at the higher of (i) the Optionee's original purchase price, (ii) the Fair
Market Value of such Shares or (iii) a price determined by a formula or other
provision set forth in the Grant.
8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. The Committee shall have
----------------------------------------------
the power to modify, extend or renew outstanding Options and to authorize the
grant of new Options in substitution therefor, provided that any such action may
not, without the written consent of the Optionee, impair any rights under any
Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee shall have the power to reduce the exercise price of
outstanding options; provided, however, that the exercise price per share may
not be reduced below the minimum exercise price that would be permitted under
Section 5(c) of this Plan for options granted on the date the action is taken to
reduce the exercise price.
9. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the rights
-----------------------------
of a stockholder with respect to any Shares subject to an Option until such
Option is property exercised. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to such date,
except as provided in this Plan. The Company shall provided to each Optionee a
copy of the annual financial statements of the Company, at such time after the
close of each fiscal year of the Company as such statements are released by the
Company to its stockholders.
10. NO OBLIGATION TO EMPLOY; NO RIGHT TO FUTURE GRANTS. Nothing in this Plan
--------------------------------------------------
or any Option granted under this Plan shall confer on any Optionee any right (a)
to continue in the employ of, or other relationship with, the Company or any
Parent or Subsidiary of the Company or limit in any way the right of the Company
or any Parent or Subsidiary of the Company to terminate the Optionee's
employment or other relationship at any time, with or without cause or (b) to
have any Option(s) granted to such Optionee under this Plan, or any other plan,
or to acquire any other securities of the Company, in the future.
6
<PAGE>
11. ADJUSTMENT OF OPTION SHARES. In the event that the number of outstanding
---------------------------
shares of Common Stock of the Company is changed by a stock dividend, stock
split, reverse stock split, combination, reclassification or similar change in
the capital structure of the Company without consideration, or if a substantial
portion of the assets of the Company are distributed, without consideration in a
spin-off or similar transaction, to the stockholders of the Company, the number
of Shares available under this Plan and the number of Shares subject to
outstanding Options and the exercise price per share of such Options shall be
proportionately adjusted, subject to any required action by the Board or
stockholders of the Company and compliance with applicable securities laws;
provided, however, that a fractional share shall not be issued upon exercise of
any Option and any fractions of a Share that would have resulted shall either be
cashed out at Fair Market Value or the number of Shares issuable under the
Option shall be rounded up to the nearest whole number, as determined by the
Committee; and provided further that the exercise price may not be decreased to
below the par value, if any, for the Shares.
12. ASSUMPTION OF OPTIONS BY SUCCESSORS.
------------------------------------
(a) In the event of (i) a dissolution or liquidation of the Company,
(ii) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary
or where there is no substantial change in the stockholders of the corporation
and the Options granted under this Plan are assumed by the successor
corporation), or (iii) the sale of all or substantially all of the assets of the
Company, any or all outstanding Options shall be assumed by the successor
corporation, which assumption shall be binding on all Optionees, an equivalent
option shall be substituted by such successor corporation or the successor
corporation shall provide substantially similar consideration to Optionees as
was provided to stockholders (after taking into account the existing provisions
of the Optionees' options such as the exercise price and the vesting schedule),
and, in the case of outstanding shares subject to a repurchase option, issue
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Optionee.
(b) In the event such successor corporation, if any, refuses to assume
or substitute, as provided above, pursuant to an event described in (a) above,
or there is no successor corporation, the Options shall, notwithstanding any
contrary terms in the Grant, expire on a date at least twenty (20) days after
the Committee gives written notice to the Optionees specifying the terms and
conditions of such termination.
(c) In the event such successor corporation refuses to assume or
substitute, as provided above, pursuant to an event described in (a)(ii) above,
such Options shall accelerate and
7
<PAGE>
become exercisable in full prior to and shall expire on (and, if the Company has
reserved to itself a right to repurchase Shares issued on exercise of Options at
the original purchase price of such Shares, such right shall terminate on) the
consummation of such event at such time and on such conditions as the Committee
shall determine.
(d) The aggregate Fair Market Value (determined at the time an Option
is granted) of Shares with respect to all ISOs held by an Optionee that first
become exercisable in the calendar year of such dissolution, liquidation,
merger, consolidation, sale of Shares or sale of assets may not exceed $100,000.
If the Fair Market Value of stock with respect to which all ISOs are first
exercisable in such calendar year exceeds $100,000, the Options for the first
$100,000 worth of stock to become exercisable in that year shall be ISOs and the
Options for the amount in excess of $100,000 shall be NQSOs.
13. ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall become effective on
----------------------------------
the date that it is adopted by the Board of the Company (the "Board"). This
Plan shall be approved by the stockholders of the Company, in any manner
permitted by applicable corporate law, within twelve (12) months before or after
the date this Plan is adopted by the Board. Thereafter, no later than twelve
(12) months after the Company becomes subject to Section 16(b) of the Exchange
Act, the Company will comply with the requirements of Rule 16b-3 (or its
successor) with respect to stockholder approval.
14. ADMINISTRATION. This Plan may be administered by the Board or a
--------------
Committee appointed by the Board (the "Committee"). At all times during which
---------
the Company is registered under the Exchange Act, the Committee shall be
comprised solely of two or more Nonemployee Directors. As used in this Plan,
references to the "Committee" shall mean either such Committee or the Board if
no committee has been established. The interpretation by the Committee of any
of the provisions of this Plan or any Option granted under this Plan shall be
final and binding upon the Company and all persons having an interest in any
Option or any Shares purchased pursuant to an Option.
15. TERM OF PLAN. Options may be granted pursuant to this Plan from time to
------------
time on or prior to September 3, 2001.
16. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors or Committee
--------------------------------
may, at any time, amend, alter, suspend or discontinue the Plan, but no
amendment, alteration, suspension or discontinuation shall be made which would
impair the rights of any Optionee under any Option theretofore granted, without
his or her
8
<PAGE>
consent, or which, without the approval of a majority of the outstanding voting
shares of the Company would:
(a) except as provided in Section 11 of the Plan, increase the total
number of Shares reserved for the purposes of the Plan;
(b) extend the duration of the Plan;
(c) extend the period during and over which Options may be exercised
under the Plan; or
(d) change the class of persons eligible to receive Options granted
hereunder.
Without limiting the foregoing, the Board of Directors may at any time or from
time to time authorize the Company, with the consent of the respective
Optionees, to issue new options in exchange for the surrender and cancellation
of any or all outstanding Options.
17. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
-------------------
have the following meanings:
(a) "Parent" means any corporation (other than the Company) in an
------
unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of the corporations other than the Company owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(b) "Subsidiary" means any corporation (other than the Company) in an
----------
unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(c) "Affiliate" means any corporation that directly, or indirectly
---------
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
(d) "Nonemployee Directors" shall have the meaning set forth in Rule
---------------------
16b-3(b)(3) as promulgated by the SEC under Section 16(b) of the Exchange Act,
as such rule is amended from time to time and as interpreted by the SEC.
9
<PAGE>
(e) "Fair Market Value" shall mean the fair market value of the Shares
-----------------
as determined by the Committee from time to time in good faith. If a public
market exists for the Shares, the Fair Market Value shall be the average of the
last reported bid and asked prices for Common Stock of the Company on the last
trading day prior to the date of determination or, in the event the Common Stock
of the Company is listed on a stock exchange or on the NASDAQ National Market
System, the Fair Market Value shall be the closing price on such exchange or
quotation system on the last trading day prior to the date of determination.
10
<PAGE>
EXHIBIT A
---------
STOCK OPTION GRANT
------------------
Optionee:________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
Total Shares Subject to Option:__________________________________
Exercise Price Per Share:________________________________________
Date of Grant: _________________________________________________
Expiration Date of Option:_______________________________________
Type of Stock Option: Incentive:_______________
Nonqualified:____________
I. GRANT OF OPTION. SyQuest Technology, Inc., a Delaware corporation (the
---------------
"Company"), hereby grants to the optionee named above ("Optionee") an option
- -------- --------
(this "Option") to purchase the total number of shares of Common Stock of the
------
Company set forth above (the "Shares") at the exercise price per share set forth
------
above (the "Exercise Price"), subject to all of the terms and conditions of this
--------------
Grant and the Company's 1991 Stock Option Plan, as amended to the date hereof
(the "Plan"). If designated as an Incentive Stock Option above, this Option is
----
intended to qualify as an "incentive stock option" ("ISO") within the meaning of
---
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
----
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Plan.
II. Exercise Period of Option. The option rights granted hereunder are
-------------------------
exercisable during the time period or periods, and as to the number of shares
exercisable during each time period, as follows:
A. _____________ shares, or any part thereof, may be exercised at any
time or times, from and including _______________ to and including
____________________;
11
<PAGE>
B. an additional ______________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
C. an additional _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
D. an additional _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
E. an additional _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
F. an additional _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
G. an additional _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including ___________________;
H. and the remaining _____________ shares, or any part thereof, may be
exercised at any time or times, from and including __________________ to and
including _______________.
(i) the Board of Directors (or the Committee), in its sole discretion, may,
upon written notice to the Optionee, accelerate the earliest date or dates on
which any of the Option rights granted hereunder are exercisable, and (ii) the
minimum number of Shares that may be purchased upon any partial exercise of the
Option is one hundred (100) shares, and (iii) this Option shall expire on the
Expiration Date set forth above and must be exercised, if at all, on or before
the Expiration Date. The portion of Shares as to which an Option is exercisable
in accordance with the above schedule as of the applicable dates shall be deemed
"Vested Options."
--------------
III. Restriction on Exercise. This Option may not be exercised unless
-----------------------
such exercise is in compliance with the Securities Act of 1933, as amended, and
all applicable state securities laws, as they are in effect on the date of
exercise, and the requirements of any stock exchange or over-the-counter market
on which the Company's Common Stock may be listed or quoted at the time of
exercise. Optionee understands that the Company is under no obligation to
register, qualify or list the shares with the Securities and Exchange
Commission, any state securities commission or any stock exchange to effect such
compliance.
IV. Termination of Option. Except as provided below in this Section 4,
---------------------
this Option shall terminate and may not be exercised if Optionee ceases to be
employed by the Company or by any Parent or Subsidiary of the Company (or, in
the case of a nonqualified stock option, by any Affiliate of the Company).
Optionee shall be considered to be employed by the Company for all purposes
under this Section 4 if Optionee is an officer, director or full-time employee
of the Company or any Parent, Subsidiary or Affiliate of the Company or if the
Board of Directors determines that Optionee is rendering substantial services as
a part-time employee, consultant, contractor or advisor to the Company or any
Parent, Subsidiary or Affiliate of the Company. The Board of Directors of the
Company shall have discretion to determine whether Optionee has ceased to be
employed by the Company or any
12
<PAGE>
Parent, Subsidiary or Affiliate of the Company and the effective date on which
such employment terminated (the "Termination Date").
----------------
A. TERMINATION GENERALLY. If Optionee ceases to be employed by the
---------------------
Company and all Parents, Subsidiaries or Affiliates of the Company for any
reason except death or disability, this Option, to the extent (and only to the
extent) that it would have been exercisable by Optionee on the Termination Date,
may be exercised by Optionee, but only within three (3) months after the
Termination Date; provided that in all such cases, the Option shall be deemed to
be an NQSO after three (3) months after the Termination Date (even if the Option
is designated an ISO on page 1 of this Grant); and provided further that this
Option may not be exercised in any event after the Expiration Date.
B. DEATH OR DISABILITY. If Optionee's employment with the Company and
-------------------
all Parents, Subsidiaries and Affiliates of the Company is terminated because of
the death of Optionee or the disability of Optionee within the meaning of
Section 22(e)(3) of the Code, this Option, to the extent (and only to the
extent) that it would have been exercisable by Optionee on the Termination Date,
may be exercised by Optionee (or Optionee's legal representative), but only
within twelve (12) months after the Termination Date; provided that in all such
cases, the Option shall be deemed to be an NQSO after three (3) months after the
Termination Date (even if the Option is designated an ISO on page 1 of this
Grant); and provided further that this Option may not be exercised in any event
later than the Expiration Date.
C. NO RIGHT TO EMPLOYMENT. Nothing in the Plan or this Grant shall
----------------------
confer on Optionee any right to continue in the employ of, or other relationship
with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit
in any way the right of the Company or any Parent, Subsidiary or Affiliate of
the Company to terminate Optionee's employment or other relationship at any
time, with or without cause.
V. MANNER OF EXERCISE.
------------------
A. EXERCISE AGREEMENT. This Option shall be exercisable by delivery to
------------------
the Company of an executed written Stock Option Exercise Agreement in the form
attached hereto as Exhibit 1, or in such other form as may be approved by the
---------
Company, which shall set forth Optionee's election to exercise some or all of
this Option, the number of Shares being purchased, any restrictions imposed on
the Shares and such other representations and agreements as may be required by
the Company to comply with applicable securities laws.
B. EXERCISE PRICE. Such notice shall be accompanied by full payment of
--------------
the Exercise Price for the Shares being purchased. Payment for the Shares may be
made in cash (by check), or, where permitted by law, by any of the following
methods
13
<PAGE>
approved by the Committee at the date of grant of this Option, or any
combinations thereof:
[_] 1. by cancellation of indebtedness of the Company to the Optionee;
[_] 2. by surrender of shares of Common Stock of the Company already owned
by the Optionee, or which were obtained by Optionee in the open
public market, having a Fair Market Value equal to the exercise
price of the Option;
[_] 3. by waiver of compensation due or accrued to Optionee for
services rendered;
[_] 4. through a guaranty by the Company of a loan to the Optionee by a
third party of all or part of the option price (but not more than
the option price), and such guaranty may be on an unsecured or
secured basis as the Committee shall approve (including, without
limitation, by a security interest in the Shares of the Company).
[_] 5. provided that a public market for the Company's stock exists,
through a "same day sale" commitment from the Optionee and a
broker-dealer that is a member of the National Association of
Securities Dealers, Inc. (an "NASD Dealer") whereby the Optionee
irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the exercise price and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company; or
[_] 6. provided that a public market for the Company's stock exists,
through a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise this
option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer
in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company.
C. WITHHOLDING TAXES. Prior to the issuance of the Shares upon
-----------------
exercise of this Option, Optionee must pay or make adequate provision for any
applicable federal or state withholding obligations of the Company. The Optionee
may provide for payment
14
<PAGE>
of Optionee's minimum statutory withholding taxes upon exercise of the Option by
requesting that the Company retain Shares with a Fair Market Value equal to the
minimum amount of taxes required to be withheld, all as set forth in Section
6(c) of the Plan. In such case, the Company shall issue the net number of Shares
to the Optionee by deducting the Shares retained from the Shares exercised.
D. ISSUANCE OF SHARES. Provided that such notice and payment are in
------------------
form and substance satisfactory to counsel for the Company, the Company shall
cause the Shares to be issued in the name of Optionee or Optionee's legal
representative.
VI. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
-------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after exercise of the ISO with respect to the Shares to be sold or disposed
of, the Optionee shall immediately notify the Company in writing of such
disposition. Optionee acknowledges and agrees that Optionee may be subject to
income tax withholding by the Company on the compensation income recognized by
the Optionee from any such early disposition by payment in cash or out of the
current wages or other earnings payable to the Optionee.
VII. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
----------------------------
any manner other than by will or by the law of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee or other permitted
transferee. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of the Optionee.
VIII. FEDERAL TAX CONSEQUENCES. Set forth below is a brief summary as of
------------------------
the date this form of Option Grant was adopted of some of the federal tax
consequences of exercise of this option and disposition of the Shares. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.
A. EXERCISE OF ISO. If this Option qualifies as an ISO, there will be no
---------------
regular federal income tax liability upon the exercise of this Option, although
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to alternative
minimum taxable income for federal income tax purposes and may subject the
Optionee to an alternative minimum tax liability in the year of exercise.
B. EXERCISE OF NONQUALIFIED STOCK OPTION. If this Option does not
-------------------------------------
qualify as an ISO, there may be a regular federal income tax liability upon the
exercise of the Option. The Optionee will be treated as having received
compensation income
15
<PAGE>
(taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price. The
Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.
C. DISPOSITION OF SHARES. In the case of a nonqualified option, if
---------------------
Shares are held for at least one year before disposition, any gain on
disposition of the Shares will be treated as long-term capital gain for federal
and California income tax purposes. In the case of an ISO, if Shares are held
for at least one year after the date of exercise and at least two years after
the Date of Grant, any gain on disposition of the Shares will be treated as
long-term capital gain for federal and California income tax purposes. If Shares
acquired pursuant to an ISO are disposed of within such one-year or two-year
periods (a "disqualifying disposition"), gain on such disqualifying disposition
-------------------------
will be treated as compensation income (taxable at ordinary income rates) to the
extent of the excess, if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price (the "Spread"). Any gain in excess of the
Spread shall be treated as capital gain.
IX. INTERPRETATION. Any dispute regarding the interpretation of this
--------------
Grant shall be submitted by Optionee or the Company to the Company's Board of
Directors or the Committee, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Board or Committee shall be
final and binding on the Company and on Optionee.
X. ENTIRE AGREEMENT. The Plan and the Stock Option Exercise Agreement
----------------
attached hereto as Exhibit 1 are incorporated herein by this reference. This
---------
Grant, the Plan and the Stock Option Exercise Agreement constitute the entire
agreement of the parties hereto and supersede all prior undertakings and
agreements with respect to the subject matter hereof.
SYQUEST TECHNOLOGY, INC.
By: -----------------------
Name: ---------------------
Title: --------------------
16
<PAGE>
ACCEPTANCE
----------
Optionee hereby acknowledges receipt of a copy of the Plan, represents that
Optionee has read and understands the terms and provisions thereof, and accepts
this Option subject to all the terms and conditions of the Plan and this Stock
Option Grant. Optionee acknowledges that there may be adverse tax consequences
upon exercise of this Option or disposition of the Shares and that Optionee
should consult a tax adviser prior to such exercise or disposition.
OPTIONEE
---------------------------
Signature
---------------------------
Print Name
17
<PAGE>
EXHIBIT 1
TO STOCK OPTION GRANT
STOCK OPTION EXERCISE AGREEMENT
-------------------------------
This Agreement is made this ______ day of ________________ , 19__ between
SyQuest Technology, Inc. (the "Company"), and the optionee named below
-------
("Optionee").
--------
Optionee: _______________________________________________________
Social Security Number: _________________________________________
Address: _______________________________________________________
_________________________________________________________________
Number of Shares Purchased: _____________________________________
Price Per Share: ________________________________________________
Aggregate Purchase Price: _______________________________________
Date of Option Grant: ___________________________________________
Type of Stock Option: Incentive: __________
Nonqualified: __________
Optionee hereby delivers to the Company the Aggregate Purchase Price, to the
extent permitted in the Option Grant, as follows [check as applicable and
complete]:
[NOTE: BEFORE GRANTING ANY OPTIONS, THE COMPANY SHOULD DELETE ANY OF THE
FOLLOWING METHODS OF PAYMENT THAT IT DOES NOT WISH TO MAKE AVAILABLE TO THE
OPTIONEES]
/ / in cash in the amount of $ ______, receipt of which is acknowledged by
the Company;
/ / by delivery of _______ fully-paid, nonassessable and vested shares of
the Common Stock of the Company owned by Optionee and owned free and
clear of all liens, claims, encumbrances or security interests, valued
at the current fair market value of $_______ per share (as determined
by the Board of Directors of the Company in good faith);
/ / by the waiver hereby of compensation due or accrued for services
rendered in the amount of $ ________ ;
The Company and Optionee hereby agree as follows:
I. PURCHASE OF SHARES. On this date and subject to the terms and
------------------
conditions of this Agreement, Optionee hereby exercises the Stock Option Grant
between the Company and Optionee dated as of the Date of Option Grant set forth
above (the "Grant"), with
-----
18
<PAGE>
respect to the Number of Shares Purchased set forth above of the
Company's Common Stock (the "Shares") at an aggregate purchase price equal to
------
the Aggregate Purchase Price set forth above (the "Purchase Price") and the
--------------
Price per Share set forth above (the "Purchase Price Per Share"). The term
------------------------
"Shares" refers to the Shares purchased under this Agreement and includes all
securities received (a) in replacement of the Shares, and (b) as a result of
stock dividends or stock splits in respect of the Shares. Capitalized terms
used herein that are not defined herein have the definitions ascribed to them in
the Plan or the Grant.
II. REPRESENTATIONS OF PURCHASER. Optionee represents and warrants to the
----------------------------
Company that:
A. Optionee has received, read and understood the Plan and the Grant
and agrees to abide by and be bound by their terms and conditions.
[To The Extent Required Under Applicable Securities Laws]
B. Optionee is capable of evaluating the merits and risks of this
investment, has the ability to protect Optionee's own interests in this
transaction and is financially capable of bearing a total loss of this
investment.
C. Optionee is fully aware of (i) the highly speculative nature of the
investment in the Shares; (ii) the financial hazards involved; and (iii) the
lack of liquidity of the Shares and the restrictions on transferability of the
Shares (e.g., that Optionee may not be able to sell or dispose of the Shares or
use them as collateral for loans).
D. Optionee is purchasing the Shares for Optionee's own account for
investment purposes only and not with a view to, or for sale in connection with,
a distribution of the Shares within the meaning of the Securities Act of 1933,
as amended (the "1933 Act").
--------
E. Optionee has no present intention of selling or otherwise disposing
of all or any portion of the Shares.
[To The Extent Required Under Applicable Securities Laws]
III. COMPLIANCE WITH SECURITIES LAWS. Optionee understands and
-------------------------------
acknowledges that the Shares have not been registered under the 1933 Act and
that, notwithstanding any other provision of the Grant to the contrary, the
exercise of any rights to purchase any Shares is expressly conditioned upon
compliance with the 1933 Act and all applicable state securities laws. Optionee
agrees to cooperate with the Company to ensure compliance with such laws. The
Shares are being issued under the 1933 Act pursuant to [the Company will check
the applicable box]:
19
<PAGE>
[_] the exemption provided by Rule 701;
[_] the exemption provided by Rule 504;
[_] Section 4(2) of the 1933 Act;
[_] other: ________________________________________________________________ .
[To The Extent Required Under Applicable Securities Laws]
IV. FEDERAL RESTRICTIONS ON TRANSFER. Optionee understands that the
--------------------------------
Shares must be held indefinitely unless they are registered under the 1933 Act
or unless an exemption from such registration is available and that the
certificate(s) representing the Shares will bear a legend to that effect.
Optionee understands that the Company is under no obligation to register the
Shares, and that an exemption may not be available or may not permit Optionee to
transfer Shares in the amounts or at the times proposed by Optionee.
A. RULE 144. Optionee has been advised that Rule 144 promulgated
--------
under the 1933 Act, which permits certain resales or unregistered securities, is
not presently available with respect to the Shares and, in any event, requires
that the Shares be paid for and then held for a minimum of two (2) years before
they may be resold under Rule 144. Prior to an initial public offering of the
Company's stock, "nonaffiliates" (i.e. persons other than officers, directors
and major stockholders of the Company) may resell only under Rule 144(k), which
requires that the Shares be paid for and held for a minimum of three (3) years.
Rule 144(k) is not available to affiliates.
B. RULE 701. If the exemption relied upon for exercise of the Shares
--------
is Rule 701, the Shares will become freely transferrable, subject to limited
conditions regarding the method of sale, by nonaffiliates ninety (90) days after
the first sale of common stock of the Company to the general public pursuant to
a registration statement filed with and declared effective by the Securities and
Exchange Commission (the "SEC"), subject to any lengthier market standoff
---
agreement contained in this Agreement or entered into by Optionee. Affiliates
must comply with the provisions (other than the holding period requirements) of
Rule 144.
V. STATE LAW RESTRICTIONS ON TRANSFER. Optionee understands that transfer
----------------------------------
of the Shares may be restricted by applicable state securities laws, and that
the certificate(s) representing the Shares may bear a legend or legends to that
effect.
VI. MARKET STANDOFF AGREEMENT. Optionee agrees in connection with any
-------------------------
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any
20
<PAGE>
public offering of the Company's securities, Optionee will not sell or otherwise
dispose of any Shares without the prior written consent of the Company or such
underwriters, as the case may be, for a period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as the
Company or the underwriters may specify for employee stockholders generally.
[To The Extent Required Under Applicable Securities Laws]
VII. LEGENDS. Optionee understands and agrees that the certificate(s)
-------
representing the Shares will bear legends in substantially the following forms,
in addition to any other legends required by applicable law:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
IN COMPLIANCE THEREWITH."
VIII. STOP-TRANSFER NOTICES. Optionee understands and agrees that, in
---------------------
order or ensure compliance with the restrictions referred to herein, the Company
may issue appropriate "stop-transfer" instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
IX. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER
----------------
ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF
THE SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE. IN PARTICULAR, IF OPTIONEE IS AN INSIDER SUBJECT TO SECTION
16(b) OF THE SECURITIES EXCHANGE ACT OF 1934, AND IF THE OPTION BEING EXERCISED
WAS GRANTED WITHIN THE PRECEDING SIX MONTHS, OPTIONEE REPRESENTS THAT OPTIONEE
HAS CONSULTED WITH OPTIONEE'S TAX ADVISERS CONCERNING THE ADVISABILITY OF FILING
A SECTION 83(b) ELECTION (the "ELECTION") WITH THE INTERNAL REVENUE SERVICE. IN
THE EVENT THAT OPTIONEE MAKES AN ELECTION, OPTIONEE AGREES TO IMMEDIATELY SO
NOTIFY COMPANY.
21
<PAGE>
X. ENTIRE AGREEMENT. The Plan and Grant are incorporated herein by
----------------
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law
pertaining to conflict of laws.
Submitted By: Accepted By:
OPTIONEE: _______________________________ SyQuest Technology, Inc.
[print name]
_________________________________________ By:_______________________________
[signature]
Its:______________________________
Dated: __________________________________ Dated:____________________________
Address: ________________________________
________________________________
________________________________
22
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SHARTSIS, FRIESE & GINSBURG, LLP]
January 21, 1997
SyQuest Technology, Inc.
47071 Bayside Parkway
Fremont, CA 94538
Re: SyQuest Technology, Inc. Registration Statement on Form S-8
1991 Stock Option 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 an additional 1,571,476 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
<PAGE>
SyQuest Technology, Inc.
January 21, 1997
Page 2
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
Based upon the foregoing, and such other legal considerations as we
deem appropriate, we are of the opinion that:
The 1,571,476 shares of Common Stock proposed to be sold by the
Company under the terms of the Company's 1991 Stock Option Plan (the "Plan"),
when sold and issued in accordance with the terms of the Plan and the Forms of
Stock Option Grant and Stock Option Exercise Agreement 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 1991 Stock Option 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 13, 1997
