<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)
__________________________
1992 NON-EMPLOYEE DIRECTOR 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, 250,000 $3.2815 $820,375 $248.60
$.001 par value,
issuable upon
exercise of
options under
1992 Non-
Employee
Director 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. 33-48273 and 33-99372) as filed with the Securities and Exchange Commission
on June 9, 1992 and November 15, 1995, respectively, are incorporated herein by
reference.
This Registration Statement covers 250,000 shares of the Registrant's
Common Stock authorized to be issued under the Registrant's 1992 Non-Employee
Director Stock Option Plan pursuant to an amendment to such Plan. The
Registrant previously registered an aggregate of 150,000 shares of Common Stock
issuable under such Plan on its Registration Statement on Form S-8 (File No. 33-
48273) as filed with the Securities and Exchange Commission on June 9, 1992, and
an aggregate of 100,000 shares issuable under the Plan on its Registration
Statement on Form S-8 (File No. 33-99372) as filed with the Securities and
Exchange Commission on November 15, 1995. Pursuant to Rule 429, the Prospectus
relating to the shares registered pursuant to this Registration Statement also
relates to the 150,000 shares of the Registrant's Common Stock registered
pursuant to Registration Statement No. 33-48273 and the 100,000 shares of the
Registrant's Common Stock registered on Registration Statement No. 33-99372 on
Form S-8.
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. 1992 Non-Employee Director 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. 1992 Non-Employee Director
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
SYQUEST TECHNOLOGY, INC.
------------------------
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN/1/
-------------------------------------------------
1. Purpose. The purposes of the 1992 Non-Employee Director Stock Option
-------
Plan are to attract and retain the best available personnel for service as
Outside Directors of the Company and encourage ownership in the Company by such
Outside Directors.
2. Certain Definitions. As used herein, the following definitions shall
-------------------
apply:
(a) "Board" shall mean the Board of Directors of the Company.
-----
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(c) "Common Stock" shall mean the Common Stock, par value $0.001, of the
------------
Company.
(d) "Company" shall mean SyQuest Technology, Inc., a Delaware
-------
corporation.
(e) "Continuous Status as a Director" shall mean the absence of any
-------------------------------
interruption or termination of service as a Director.
(f) "Director" shall mean a member of the Board.
--------
(g) "Employee" shall mean any person, including officers and Directors,
--------
employed by the Company or any Subsidiary of the Company. The payment of a
Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended.
- -------------------
/1/ Adopted by the Board of Directors of the Company in 1992 and approved by
the stockholders of the Company on April 14, 1992. Amended by the Board of
Directors of the Company in 1993, which amendment was approved by the
stockholders of the Company on February 22, 1994. Amended by the Board of
Directors on December 21, 1994, which amendment was approved by the stockholders
of the Company 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>
(i) "Fair Market Value" shall mean, as of any date, the value of Common
-----------------
Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported, as quoted on such system or exchange (or the exchange
with the greatest volume of trading in Common Stock)) as reported in the
Wall Street Journal or such other source as the Board deems reliable; or
(ii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Board.
(j) "Option" shall mean a stock option granted pursuant to the Plan. All
------
Options granted hereunder shall be nonstatutory options not entitled to special
tax treatment under Section 422 of the Code.
(k) "Optioned Stock" shall mean the Common Stock subject to an Option.
--------------
(l) "Optionee" shall mean an Outside Director who receives an Option.
--------
(m) "Outside Director" shall mean a Director who is not an Employee.
----------------
(n) "Plan" shall mean this 1992 Non-Employee Director Stock Option Plan.
----
(o) "Share" shall mean a share of the Common Stock.
-----
(p) "Subsidiary" shall mean a corporation, domestic or foreign, of which
----------
not less than 50% of the total combined voting shares are held by the Company or
a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Stock Subject to the Plan. Subject to the provisions of Section 10 of
-------------------------
the Plan, the maximum aggregate number of Shares which may be subject to Options
and sold under the Plan is 500,000 Shares (the "Pool"). The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall
-2-
<PAGE>
have been terminated, become available for future grant and purchase under the
Plan.
4. Administration of and Grants of Options under the Plan.
------------------------------------------------------
(a) Administrator. Except as otherwise required herein, the Plan shall be
-------------
administered by the Board. Subject to the provisions and restrictions of the
Plan including, without limitation, the terms and provisions of Section 4(b)
hereof, the Board shall have the authority (i) to interpret the Plan; (ii) to
prescribe, amend and rescind rules and regulations relating to the Plan; (iii)
to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted hereunder; and
(iv) to make all other determinations deemed necessary or advisable for the
administration of the Plan.
(b) Procedure for Grants. All grants of Options hereunder shall be
--------------------
automatic and nondiscretionary and shall be made strictly in accordance with the
following provisions:
(i) No person shall have any discretion to select which Outside
Directors shall be granted Options, to determine when such Options shall
be granted or to determine the number of Shares to be covered by Options
granted to Outside Directors.
(ii) Immediately after the stockholders of this Company have approved
the adoption of this Plan, and immediately after each subsequent annual
meeting of stock holders at which Directors are elected, reelected or
continuing as Directors, each Outside Director shall be automatically
granted an Option or Options to purchase such number of Shares as necessary
so that during each of the then four immediately following twelve-month
periods of July 1 through June 30 such Outside Director will have stock
options (including stock options granted under plans other than this Plan)
which become exercisable with respect to a minimum of 2,500 Shares during
each such period. By way of example, if immediately following such a
meeting of stock holders an Outside Director had an option to purchase
3,000 Shares that becomes exercisable during the first twelve-month period,
an option to purchase 2,000 Shares that becomes exercisable during the
second twelve-month period, an option to purchase 1,000 Shares that becomes
exercisable during the third twelve-month period and no options that become
exercisable during the fourth twelve-month period, the Director would be
awarded the following Options that would become exercisable as follows: (i)
zero options for the first twelve-month period, (ii) an Option to purchase
500 Shares which becomes exercisable on the last day of the second twelve-
month period, (iii) an Option to purchase 1,500 Shares which becomes
exercisable on the last day of the third twelve-month period and (iv) an
Option to purchase
-3-
<PAGE>
2,500 Shares which becomes exercisable on the last day of the fourth
twelve-month period. Notwithstanding the foregoing, (A) immediately after
the annual meeting of stockholders at which Directors are elected,
reelected or continuing as Directors held in calendar year 1994 (the "1994
Annual Meeting") and immediately after each subsequent annual meeting of
stockholders at which directors are elected, reelected or continuing as
Directors, each Outside Director shall be automatically granted an Option
or Options to purchase such number of shares as necessary so that during
each of the then four immediately following twelve-month periods of July 1
through June 30 such Outside Director will have stock options (including
stock options granted under plans other than this Plan) which become
exercisable with respect to a minimum of 5,000 Shares during each such
period and (B) immediately after the annual meeting of stockholders at
which Directors are elected, reelected or continuing as Directors held in
calendar year 1997 (the "1997 Annual Meeting") and immediately after each
subsequent annual meeting of stockholders at which directors are elected,
reelected or continuing as Directors, each Outside Director shall be
automatically granted an Option or Options to purchase such number of
shares as necessary so that during each of the then four immediately
following twelve-month periods of July 1 through June 30 such Outside
Director will have stock options (including stock options granted under
plans other than this Plan, but not including the option to purchase 30,000
shares which is to be granted to each Outside Director pursuant to Section
4(b) (v) below) which become exercisable with respect to a minimum of
10,000 Shares during each such period.
(iii) During the term of this Plan, if a person first becomes an
Outside Director by appointment by the Board to fill a vacancy or a newly
created directorship, such Outside Director shall be automatically granted
an Option or Options to purchase such number of Shares necessary so that
during each of the then four immediately following twelve-month periods of
July 1 through June 30 such Outside Director will have stock options
(including stock options granted under plans other than this Plan but not
including the option to purchase 30,000 shares which is to be granted to
each Outside Director pursuant to Section 4(b) (v) below) which become
exercisable with respect to a minimum of 2,500 Shares if such person first
becomes an Outside Director by appointment by the Board to fill a vacancy
or a newly created directorship prior to the 1994 Annual Meeting, with
respect to a minimum of 5,000 shares if such person first becomes an
Outside Director by appointment by the Board to fill a vacancy or a newly
created directorship after the 1994 Annual Meeting, and with respect to a
minimum of 10,000 shares if such person first becomes an Outside Director
by appointment by the Board to fill a
-4-
<PAGE>
vacancy or a newly created directorship after the 1997 Annual Meeting.
(iv) All Options granted pursuant to Sections 4(b) (ii) and (iii)
above shall become exercisable on the last day of the applicable twelve-
month period, provided the Outside Director is a member of the Board at
such time.
(v) During the term of this Plan, when a person first becomes an
Outside Director, whether by election at the annual meeting of
stockholders, or by appointment by the Board, such Outside Director shall
be automatically granted a one-time stock option as set forth in this
Section 4(b)(v), in addition to any stock options to be granted to such
Outside Director pursuant to Section 4(b)(ii) or (iii). Immediately
following the election or appointment of an Outside Director to the Board,
such Outside Director shall be automatically granted a one-time Option to
purchase 30,000 Shares, all of which Options shall be immediately
exercisable. Notwithstanding the foregoing, immediately after the meeting
of stockholders at which this Section 4(b) (v) is approved, all Outside
Directors of the Company as of such date shall be granted a one-time Option
to purchase 30,000 Shares, all of which Options shall be immediately
exercisable. Such one-time option to purchase 30,000 shares shall not be
considered in determining the number of stock options which an Outside
Director has for purposes of the calculation in Sections 4(b)(ii) and
(iii) above.
(vi) Notwithstanding the foregoing, no Option shall be granted
hereunder unless and until stockholder approval of the Plan has been
obtained in accordance with Section 16 hereof.
(vii) The terms of each Option granted hereunder shall include the
following:
a. The date of grant of an Option granted pursuant to Sections
4(b)(ii) or (iii) shall be the date of the applicable annual meeting
of stockholders or date on which a person is appointed by the Board to
fill a vacancy or newly created directorship pursuant to Sections
4(b)(ii) or (iii). The date of grant of an Option pursuant to Section
4(b)(v) shall be the date of the election or appointment of such
Outside Director to the Board or, with respect to existing Outside
Directors on the date of the meeting of stockholders at which Section
4(b)(v) is approved, such date. The Option shall expire and terminate
seven (7) years from the date of grant.
b. The Option shall be exercisable only while the Outside
Director remains a Director of the
-5-
<PAGE>
Company, except as otherwise set forth in Section 8 hereof.
(viii) In the event that any Option granted under the Plan would cause
the number of Shares subject to out standing Options plus the number of
Shares previously purchased upon exercise of Options to exceed the Pool,
then each such automatic grant shall be proportionately reduced. No further
grants shall be made until such time, if any, as additional Shares become
available for grant under the Plan through action of the stockholders to
increase the number of Shares which may be issued under the Plan or through
cancellation or expiration of Options previously granted hereunder.
(c) Effect of Board's Decision. All decisions, determinations and
--------------------------
interpretations of the Board shall be final, conclusive and binding.
5. Eligibility. Options may be granted only to Outside Directors and
-----------
shall be automatically granted in accordance with the terms set forth in Section
4(b) hereof. The Plan shall not confer upon any Optionee any right with respect
to continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with any rights which the Director or the
Company may have to terminate his directorship at any time.
6. Term of Plan. The Plan shall become effective upon the earlier to
------------
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 16 hereof. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 11 hereof.
7. Exercise Price and Consideration.
--------------------------------
(a) Exercise Price. The per Share exercise price for Optioned Stock shall
--------------
be 100% of the Fair Market Value per Share on the date of grant of the Option;
provided, however, if the date of grant is a legal holiday on which Shares are
not traded, then the exercise price shall be 100% of the Fair Market Value per
Share on the immediately following business day.
(b) Form of Consideration. The consideration to be paid for the Shares to
---------------------
be issued upon exercise of an Option, including the method of payment, shall be
determined by the Board and may consist entirely of (i) cash, (ii) check, (iii)
other Shares which have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised, (iv) a waiver of compensation due or accrued to Optionee for services
rendered; (v) 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
-6-
<PAGE>
secured basis as the Board shall approve (including, without limitation, by a
security interest in the Shares); (vi) provided that a public market for the
Company's stock exists, 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; (vii)
provided that a public market for the Company's Common Stock exists, 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 (viii) 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 applicable
federal or state withholding obligations of the Company. Where approved by the
Board 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 deter-
mined 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 Board 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 Board; and
(iv) the election must comply with Rule 16b-3 under the Exchange Act.
(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.
-7-
<PAGE>
8. Exercise of Option.
------------------
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted
-----------------------------------------------
hereunder shall be exercisable at such times as are set forth in Section 4(b)
hereof; provided, however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with Section 16 hereof has been
obtained.
An Option may not be exercised for a fraction of a Share. An Option shall
be deemed to be exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment may consist
of any consideration and method of payment allowable under Section 7(b) hereof.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the number
of Shares so acquired shall be issued to the Optionee as soon as practicable
after exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 10 hereof.
(b) Rule 16b-3. Options granted to Outside Directors must comply with the
----------
applicable provisions of Rule 16b-3 promulgated under the Exchange Act or any
successor thereto and shall contain such additional conditions or restrictions
as may be required thereunder to qualify for the maximum exemption from Section
16 of the Exchange Act set forth in Rule 16b-3 with respect to Plan
transactions. If any provision of this Plan is found not to be in compliance
with Rule 16b-3 and cannot be amended or modified by the Board to so comply, the
provision shall be deemed null and void.
(c) Termination of Status as a Director. If an Outside Director ceases to
-----------------------------------
serve as a Director, he may, but only within three (3) months after the date he
ceases to be a Director of the Company, exercise his Option or Options to the
extent that he was entitled to exercise it at the date of such termination.
Notwithstanding the foregoing, in no event may the Option be exercised after its
seven (7) year term has expired. To the extent that he was not entitled to
exercise an Option at the date of such termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time specified
herein, the Option shall terminate.
(d) Disability of Optionee. Notwithstanding the provisions of Section 8(c)
----------------------
above, in the event an Optionee is unable to continue his service as a Director
as a result of his
-8-
<PAGE>
total and permanent disability (as defined in Section 22(e) (3) of the Code),
he may, but only within twelve (12) months from the date he ceases to serve as a
Director, exercise his Option to the extent he was entitled to exercise it at
the date of such termination. Notwithstanding the foregoing, in no event may the
Option be exercised after its seven (7) year term has expired. To the extent
that he was not entitled to exercise the Option at the date of termination, or
if he does not exercise such Option (which he was entitled to exercise) within
the time specified herein, the Option shall terminate.
(e) Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised, at any time within twelve (12) months following the
date of death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of death. Notwithstanding the
foregoing, in no event may the Option be exercised after its seven (7) year term
has expired.
9. Non-Transferability of Options. The Option may not be sold, pledged,
------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization or Merger. Subject to any
----------------------------------------------------
required action by the stockholders of the Company and compliance with
applicable securities laws, the number of Shares covered by each outstanding
Option, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the aggregate number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration"; and provided further that fractional shares
shall not be issued upon exercise of any Option and any fractions of a Share
that would have resulted shall be cashed out at Fair Market Value. Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of Shares of stock of any class, or securities
convertible into Shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.
-9-
<PAGE>
In the event of the proposed dissolution or liquidation of the Company, all
outstanding Options, shall, notwithstanding any contrary terms in the Options,
terminate on a date at least twenty (20) days after the Board gives written
notice to the Optionees specifying the terms and conditions of such termination.
In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger of the Company with or into another corporation,
each outstanding Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of 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). In the event that such successor
corporation does not agree to assume such Options, substitute such Options or
provide similar consideration, Optionees shall have the right to exercise
Options as to all of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable. If an Option becomes fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Company shall notify the Optionee that the Option shall be fully exercisable
for a period of twenty (20) days from the date of such notice, and the Option
will terminate upon the expiration of such period.
11. Amendment and Termination of the Plan.
-------------------------------------
(a) Amendment and Termination. The Board 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 grant theretofore made, without his or her consent, except as
necessary for compliance with Rule 16b-3. In addition, to the extent necessary
and desirable to comply with Rule 16b-3 under the Exchange Act (or any other
applicable law or regulation), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Subject to Section 8(b), any such
----------------------------------
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had not
been amended or terminated.
12. Time of Granting Options. The date of grant of an Option shall, for
------------------------
all purposes, be the dates set forth in Section 4(b) hereof. Notice of the
determination shall be given to each Outside Director to whom an Option is so
granted within a reasonable time after the date of such grant.
-10-
<PAGE>
13. Conditions Upon Issuance of Shares. Shares shall not be issued
----------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.
The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
14. Reservation of Shares. The Company, during the term of this Plan, will
---------------------
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
15. Option Agreement. Options shall be evidenced by written option
----------------
agreements in such form as the Board shall approve.
16. Stockholder Approval. Continuance of the Plan shall be subject to
--------------------
approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law.
-11-
<PAGE>
FORM OF
SYQUEST TECHNOLOGY, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION GRANT
Optionee: ______________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Total Shares Subject to Option: ________________________________________________
Exercise Price Per Share: ______________________________________________________
Date of Grant: _________________________________________________________________
Expiration Date of Option: _____________________________________________________
1. 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 Stock Option Grant and the Company's 1992 Non Employee Director Stock
Option Plan, as amended to the date hereof (the "Plan"). This option is a
nonstatutory option and is not intended to qualify for any special tax benefits
to the Optionee. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Plan.
2. 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
___________________;
(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 _____________________;
- 12 -
<PAGE>
(d) and the remaining _________________Shares, or any part thereof,
may be exercised at any time or times, from and including ______________ to and
including _______________;
Notwithstanding the above, 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."
3. 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 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.
4. Termination of Option. Except as otherwise provided below in this
---------------------
Section 4, this Option shall terminate and may not be exercised if Optionee
ceases to serve as a Director of the Company.
(a) Termination Generally. If Optionee ceases to serve as a Director
---------------------
of the Company for any reason except death or disability, optionee may, but only
within three (3) months after the date optional cease to serve as a Director,
exercise the Option to the extent that he was entitled to exercise it at the
date of such termination. Notwithstanding the foregoing, in no event may the
option be exercised after the Expiration Date. To the extent that Optionee was
not entitled to exercise this Option at the date of such termination, or if
Optionee does not exercise this Option (which Optionee was entitled to exercise)
within the time specified herein, this Option shall terminate.
(b) Disability of Optionee. Notwithstanding the provisions of Section
----------------------
4(a) above, in the event Optionee is unable to continue his service as a
Director as a result of his total and permanent disability (as defined in
Section 22(e) (3) of the Code), he may, but only within twelve (12) months from
the date Optionee ceases to serve as a Director, exercise his Option to the
extent Optionee was entitled to exercise it at the date of such termination.
Notwithstanding the foregoing, in no event may this option be exercised after
the Expiration Date. To the extent that Optionee was not entitled to exercise
this Option at the date of termination, or if he does not exercise such Option
(which Optionee was entitled to exercise) within the time specified herein,
this Option shall terminate.
- 13 -
<PAGE>
(c) Death of Optionee. In the event of the death of Optionee, this
-----------------
Option may be exercised, at any time within twelve (12) months following the
date of death, by Optionee's estate or by a person who acquired the right to
exercise this Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of death. Notwithstanding the
foregoing, in no event may this Option be exercised after the Expiration Date.
5. Manner of Exercise.
(a) Exercise Agreement. This Option shall be exercised 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
Board 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 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 approved by the Board:
[Delete those not authorized by the Board]
[_] By other Shares of the Company which have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which this Option is exercised;
[_] By a waiver of compensation due or accrued to Optionee for
services rendered;
[_] Through a guaranty by the Company of a loan to the Optionee by a
third party of all or part of the Exercise Price (but not more
than the Exercise Price), and such guaranty may be on an
unsecured or secured basis as the Board shall approve
(including, without limitation, by a security interest in the
Shares);
[_] Provided that a public market for the Company's Common 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 this 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;
- 14 -
<PAGE>
[_] Provided that a public market for the Company's Common 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; or
[_] By any combination of the foregoing.
(c) Withholding Taxes. If required under applicable law, 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 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 7(e) 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. All elections by
Optionee to have Shares withheld for this purpose shall be made in writing in a
form acceptable to the Board 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 Board; and
(iv) the election must comply with Rule 16b-3 under the Exchange
Act.
(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.
6. Nontransferability of Option. This Option may not be transferred in
----------------------------
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
option shall be binding upon the executors, administrators, successors and
assigns of the Optionee.
- 15 -
<PAGE>
7. Taxation Upon Exercise of Option. Optionee understands that, upon
--------------------------------
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then Fair Market Value of the Shares purchased over
the Exercise Price paid for such Shares. Upon a resale of such Shares by the
Optionee, any difference between the sale price and the Fair Market Value of the
Shares on the date of exercise of the Option will be treated as capital gain or
loss.
8. Interpretation. Any dispute regarding the interpretation of this
--------------
Stock Option Grant shall be submitted by Optionee or the Company to the Board,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board shall be final and binding on the Company and on
Optionee.
9. Entire Agreement. The Plan and the Stock Option Exercise Agreement
----------------
attached hereto as Exhibit are incorporated herein by this reference. This Stock
Option 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 and a
Prospectus related to 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
advisor prior to such exercise or disposition.
OPTIONEE
_______________________________
Signature
_______________________________
Print Name
- 17 -
<PAGE>
EXHIBIT 1
TO NON-EMPLOYEE DIRECTOR 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: ______________________________________________________________________
Phone Number: ________________________ Social Sec. No.:_________________________
Address: _______________________________________________________________________
Optionee hereby elects to exercise the following Option(s):
<TABLE>
<CAPTION>
Number of
Date of Shares Price Per
Grant No.: Grant: Purchased: Share:
<S> <C> <C> <C>
___________ ___________ _________ ________
___________ ___________ _________ ________
___________ ___________ _________ ________
</TABLE>
TOTAL SHARES _____________
AGGREGATE PURCHASE PRICE ____________
Optionee hereby delivers to the Company the Aggregate Purchase Price, to
the extent permitted in the Stock Option Grant to which this Agreement relates,
as follows [check as applicable and complete]:
[_] in cash in the amount of $__________, which represents $_____________
for payment in full for the Shares, receipt of which is acknowledged
by the Company;
[_] by check in the amount or $ ______________, which represents $
____________ for payment in full for the Shares receipt or which is
acknowledged by the Company;
[_] ________________________ (broker) has paid to the Company on my
behalf of $_______________, which represents $_____________ for
payment in full for the Shares, receipt or which is acknowledged by
the Company;
- 18 -
<PAGE>
Optionee hereby directs that the certificate(s) for the Shares being
purchased be registered in the following name(s) and sent to the following
address (if different from above):
___________________________________________
___________________________________________
___________________________________________
Optionee understands that transfer of the Shares being purchased may be
restricted by applicable federal and state securities laws, and that the
certificate(s) representing such shares may bear a legend or legends to that
effect.
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.
Optionee represent and warrants to the Company that it has received, read
and understands each of the following documents:
1. The 1992 Non Employee Director Stock Option Plan and the Stock Option
Grant(s) relating to options exercised hereby.
2. A copy of the prospectus relating to the Plan.
3. Any one of the following:
a. A copy of the Company's latest annual report;
b. A copy of the Company's latest Form 10-K; or
c. A copy of a prospectus (other than the prospectus relating to the
Plan) containing audited financial statements for the Company's most
recent fiscal year.
4. Copies of all reports, proxy statements and other communications
distributed generally to the Company's stockholders.
- 19 -
<PAGE>
Submitted By: Accepted By:
OPTIONEE SyQuest Technology, Inc.
__________________________________
[print name]
__________________________________ By:___________________________
[signature] Stock Option Administrator
________________________________________________________________________________
FOR ADMINISTRATIVE USE ONLY:
BROKER _________________________________
SALE PRICE _____________________________
SALE DATE ______________________________
- 20 -
<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
1992 Non-Employee Director 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 250,000 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
<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 250,000 shares of Common Stock proposed to be sold by the Company
under the terms of the 1992 Non-Employee Director Stock Option Plan (the
"Plan"), when sold and issued in accordance with the terms of the Plan and the
Non-Employee Director Stock Option Grant 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 1992 Non-Employee Director 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
