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Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STORAGE TECHNOLOGY CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 84-0593263
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2270 South 88th Street, Louisville, Colorado 80028-4309
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(Address of Principal Executive Offices) (Zip Code)
1993 NONSTATUTORY STOCK OPTION PLAN
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(Full title of the Plan)
Lizbeth J. Stenmark, Esq.
Senior Counsel
Storage Technology Corporation
2270 South 88th Street
Louisville, Colorado 80028-4309
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(Name and address of agent for service)
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(303) 673-7919
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate
to be to be Offering Amount of Amount of
Registered Registered Price Per Offering Registration
(1) (2) Share (3) Price (1) Fee
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Common stock
$.10 par 450,000 $33.313 $14,990,850.00 $5,169.26
value
(1) Includes preferred stock purchase rights issued in connection
therewith.
(2) These shares are reserved for issuance pursuant to, and upon the
exercise of options granted pursuant to, the above-referenced stock option
plan (the "Plan"). The additional shares of Common Stock that may become
available for purchase in accordance with the provisions of the Plan in the
event of certain changes in the outstanding shares of Common Stock of
Storage Technology Corporation, including, among other things, stock
dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations, are also being registered.
(3) Determined pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, and based on the prices at which the options relating to such
shares may be exercised.
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PART II
AVAILABLE INFORMATION
Storage Technology Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the Commission located at 75 Park Place, New York, New York
10007, and 230 South Dearborn Street, Chicago, Illinois 60604. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information concerning the
Company may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1992, Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 26, 1993, June 25, 1993 and September 24, 1993. Current Report
on Form 8-K dated January 28, 1993, Current Report on Form 8-K dated June
10, 1993, Current Report on Form 8-K dated September 23, 1993, Current
Report on Form 8-K dated October 14, 1993, Current Report on Form 8-K dated
October 20, 1993, and the Company's Registration Statements on Form 8-A
dated August 13, 1981, August 23, 1990 and February 8, 1993, are
incorporated by reference into this Prospectus. All documents filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus 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 such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus, other than
certain exhibits to such documents. Requests for such copies shall be
directed to Corporate Communications, Storage Technology Corporation, 2270
South 88th Street, Louisville, Colorado 80028-4310 (telephone: (303)
673-5020).
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware Corporation Law ("Delaware Law")
provides that the certificate of incorporation may include a provision
which eliminates or limits the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of an improper dividend under
Section 174 of the Delaware Law, or (iv) any transaction from which the
director derived an improper personal benefit.
The Company's Restated Certificate of Incorporation provides that a
director shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director to the
extent permitted by Delaware Law. In addition, the Restated Certificate of
Incorporation provides that no repeal or modification of such provisions
shall eliminate or reduce any right or protection of a director of the
Company existing at the time of such repeal or modification.
Section 145 of Delaware Corporation Law grants corporations the power
to indemnify their directors, officers, employees and agents in accordance
with the provisions set forth therein. The Company's Restated Certificate
of Incorporation provides for indemnification of such persons to the same
extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation and Restated Bylaws
of the Registrant Dated July 28, 1987 (filed as Exhibit 3
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 25, 1987, and incorporated herein
by reference).
4.2 Certificate of Amendment dated May 22, 1989 to the
Restated Certificate of Incorporation of the Registrant
dated July 28, 1987 (filed as Exhibit (c)(1) to the
Registrant's Current Report on Form 8-K dated June 2,
1989, and incorporated by reference).
4.3 Certificate of Second Amendment dated June 2, 1992 to the
Restated Certificate of Incorporation of the Registrant
dated July 28, 1987 (filed as Exhibit (3) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 26, 1992, and incorporated by
reference).
4.4 First Amendment dated February 2, 1988, to the Restated
Bylaws of Storage Technology Corporation, amending
Section IV (filed as Exhibit 3(cc) to the Registrant's
Annual report on Form 10-K for the fiscal year ended
December 25, 1987, and incorporated by reference).
4.5 Specimen Certificate of Common Stock, $0.10 par value, of
the Registrant (filed as Exhibit (c)(2) as to the
Registrant's Current Report on Form 8-K dated
June 2, 1989, and incorporated by reference).
4.6 Rights Agreement dated as of August 20, 1990, between the
Registrant and First Fidelity Bank, National Association,
New Jersey (filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K filed with the Commission on
August 20, 1990, and incorporated by reference).
4.7 Certificate of Designations of Series B Junior
Participating Preferred Stock (filed as Exhibit A to
Exhibit 4.1 to the Registrant's Current Report on Form
8-K filed with the Commission on August 20, 1990, and
incorporated by reference).
4.8 Registration Statement of Registrant on Form 8-A dated
August 13, 1981 (filed with the Commission and
incorporated by reference).
4.9 Registration Statement of Registrant on Form 8-A dated
August 23, 1990 (filed with the Commission and
incorporated by reference).
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5.1 Opinion of Counsel.
23.1 Consent of Price Waterhouse.
23.2 Consent of KPMG Peat Marwick.
23.3 Consent of Counsel.
24.1 Powers of Attorney for each person executing the
Registration Statement are contained on pages 6 and 7
hereof.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
thereof.
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3. Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will governed by the final adjudication of such issue.
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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 Louisville, State of Colorado, on
the 7th day of February 1994.
STORAGE TECHNOLOGY CORPORATION
By /s/RYAL R. POPPA
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Ryal R. Poppa
Chairman of the Board, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Ryal R. Poppa, Gregory A. Tymn and
W. Russell Wayman and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution, for him and in his name, place
and stead in any and all capacities, to sign this Registration Statement
and any and all documents in connection therewith (including amendments to
this Registration Statement), and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them full power and authority to do and perform each and every act
and thing requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
(a) /s/RYAL R. POPPA February 7, 1994
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Ryal R. Poppa Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
(b) /s/GREGORY A. TYMN February 7, 1994
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Gregory A. Tymn Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
(c) /s/DAVID E. LACEY February 7, 1994
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David E. Lacey Corporate Vice President and Controller
(Principal Accounting Officer)
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Signature Title Date
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/s/JUDITH E.N. ALBINO Director February 7, 1994
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Judith E.N. Albino
/s/WILLIAM L. ARMSTRONG Director February 7, 1994
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William L. Armstrong
/s/ROBERT A. BURGIN Director February 7, 1994
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Robert A. Burgin
/s/PAUL FRIEDMAN Director February 7, 1994
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Paul Friedman
/s/STEPHEN J. KEANE Director February 7, 1994
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Stephen J. Keane
/s/ROBERT E. LABLANC Director February 7, 1994
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Robert E. LaBlanc
/s/ROBERT E. LEE Director February 7, 1994
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Robert E. Lee
/s/HARRISON SHULL Director February 7, 1994
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Harrison Shull
----------------- Director February 7, 1994
Richard C. Steadman
/s/ROBERT C. WILSON Director February 7, 1994
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Robert C. Wilson
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EXHIBIT INDEX
Sequential
Exhibit Description Page
Number
5.1 Opinion of Counsel 11
23.1 Consent of Price Waterhouse 12
23.2 Consent of KPMG Peat Marwick 13
23.3 Consent of Counsel is included in Exhibit 5.1
24.1 Powers of Attorney for each person executing
this Registration Statement are contained on
pages 6 and 7 hereof.
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February 7, 1994 EXHIBIT 5.1
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I have acted as counsel to Storage Technology Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing
of its Registration Statement on Form S-8 with the Securities and Exchange
Commission, relating to 450,000 shares (the "Shares") of the Company's
common stock, $.10 par value per share, including rights to purchase Series
B Junior Participating Preferred Stock of the Company. Such Registration
Statement is referred to herein as the "Registration Statement."
I have examined and relied upon originals or copies of such corporate
records of the Company, communications or certifications of public
officials, certificates of officers, directors and representatives of the
Company and other documents as I have deemed relevant and necessary for the
purpose of rendering this opinion. In making such examination, I have
assumed the genuineness of all signatures, the authenticity of all
documents tendered to me as originals and the conformity to original
documents of all documents submitted to me as copies.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, it is my opinion that, when sold in the manner contemplated by the
Registration Statement, the Shares will be duly and validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference made to me and the use of my
name in the Registration Statement and the Prospectus which is a part
thereof, and all amendments to the Registration Statement. This opinion
may not be quoted without my prior written consent.
Very truly yours,
/s/LIZBETH J. STENMARK
Lizbeth J. Stenmark
Senior Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1993 appearing on
page F-24 of Storage Technology Corporation's Annual Report on Form 10-K
for the year ended December 25, 1992.
PRICE WATERHOUSE
Denver, Colorado
February 7, 1994
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EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK
The Board of Directors
Storage Technology Corporation:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1992 appearing on
page F-25 of Storage Technology Corporation's Annual Report on Form 10-K
for the year ended December 25, 1992.
KPMG Peat Marwick
Chicago, Illinois
February 7, 1994
