<PAGE> 1
As filed with the Securities and Exchange Commission on February 13, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MTI TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-3601802
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4905 EAST LA PALMA AVENUE
ANAHEIM, CALIFORNIA 92807
(Address of Principal Executive Offices, Including Zip Code)
1996 STOCK INCENTIVE PLAN
(Full Title of Plans)
DALE R. BOYD
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
MTI TECHNOLOGY CORPORATION
4905 EAST LA PALMA AVENUE
ANAHEIM, CALIFORNIA 92807
(Name and Address of Agent For Service)
(714) 970-0300
(Telephone Number, Including Area Code, of Agent For Service)
--------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Amount Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share (1) Offering Fee
Price (1)
- -------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 824,159 shares $11.8125 $9,735,378 $2,872
par value per share
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price have been determined on the basis of the
average of the high and low prices reported on the Nasdaq Small Cap Market
on February 11, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended (the Securities Act"), this Registration Statement is filed for
the purpose of registering additional securities of the same class as those
registered under the currently effective Registration Statement on Form S-8
(Registration No. 333-18501) relating to the 1996 Stock Incentive Plan of MTI
Technology Corporation (the "Registrant"), and the contents of that Registration
Statement, including any amendments thereto or filings incorporated therein, are
incorporated herein by this reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
April 5, 1997, which includes audited financial statements for the Registrant's
latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed February 15, 1994 under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS.
4.4 1996 Stock Incentive Plan. Incorporated by reference to Exhibit 10.46
of the Registrant's Quarterly Report on Form 10-Q for the period ended October
6, 1996.
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (See page II-3).
II-2
<PAGE> 3
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 Anaheim, State of California, on February 10, 1998.
MTI TECHNOLOGY CORPORATION
By: /s/ DALE R. BOYD
---------------------------------------
Dale R. Boyd
Vice President, Chief Financial Officer
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Edward
M. Pearlman and Dale R. Boyd, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
--------- ----- ----
/s/ EARL M. PEARLMAN
- ------------------------ President, Chief Executive February 11, 1998
Earl M. Pearlman Officer and Director
(principal executive officer)
/s/ DALE R. BOYD
- ------------------------ Vice President, Chief February 10, 1998
Dale R. Boyd Financial Officer, and
Secretary (principal
financial officer)
/s/ STEPHANIE M. BRAUN
- ------------------------ Corporate Controller and February 10, 1998
Stephanie M. Braun Chief Accounting
Officer (principal
accounting officer)
II-3
<PAGE> 4
/s/ RAYMOND J. NOORDA
- ------------------------ Chairman of the Board February 11, 1998
Raymond J. Noorda
/s/ STEVEN J. HAMERSLAG
- ------------------------ Director February 11, 1998
Steven J. Hamerslag
/s/ VAL KREIDEL
- ------------------------ Director February 11, 1998
Val Kreidel
- ------------------------ Director February __, 1998
David Proctor
- ------------------------ Director February __, 1998
John Repp
II-4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL
-------------- ----------- PAGE NO.
----------
<S> <C> <C>
4.4 1996 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.46 of the Registrant's Quarterly Report on Form
10-Q for the period ended October 6, 1996. *
5.1 Opinion of Morrison & Foerster LLP. 6
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1). 6
23.2 Consent of KPMG Peat Marwick LLP. 7
24.1 Power of Attorney (See page II-3). 3-4
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTER HEAD OF MORRISON & FOERSTER LLP]
February 11, 1998
MTI Technology Corporation
4905 East La Palma Avenue
Anaheim, California 92807
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission (the "SEC") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 824,159 shares of your common stock (the "Common Shares")
issuable in connection with awards granted pursuant to the 1996 Stock Incentive
Plan ("Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the Common Shares, including
shares that may be issued thereunder under awards of stock, options, dividend
equivalent rights, restricted stock, performance units and performance shares
under the Plan (the "Plan Shares") and such documents as we have deemed
necessary to render this opinion. For the purpose of the opinion rendered below,
we have assumed that in connection with the issuance of shares under the Plan,
the Company will receive consideration in an amount not less than the aggregate
par value of the Plan Shares covered by each such issuance.
Based upon and subject to the foregoing, it is our opinion that the Plan
Shares, when issued and outstanding pursuant to the terms of the Plan, will be
validly issued, fully paid and nonassessable Common Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
MTI Technology Corporation:
We consent to incorporation by reference in the registration statement (No.
333- ) on Form S-8 of MTI Technology Corporation of our report dated May 20,
1997, relating to the consolidated balance sheets of MTI Technology Corporation
as of April 5, 1997, and April 6, 1996, and the related consolidated statements
of operations, stockholders' equity (deficiency), and cash flows for each of
the years in the three-year period ended April 5, 1997, and the related
schedule, which report appears in the April 5, 1997, annual report on Form 10-K
of MTI Technology Corporation.
/s/ KPMG PEAT MARWICK LLP
Orange County, California
February 12, 1998
