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Registration No. 33-42818
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
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)
1987 EMPLOYEE STOCK PURCHASE 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)
(303) 673-7919
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Amount Registration
be Registered(1) be Registered (2) Per Share (3) of Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common stock
$.10 par value 1,250,000 $33.875 $35,992,187.50 $12,411.10
</TABLE>
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) These shares are reserved for issuance pursuant to, the above-referenced
stock purchase 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, based on the aggregate contributions of employees (85% of the market
value) and the average of the high and low prices of the Common Stock reported
on the New York Stock Exchange composite tape on September 6, 1994.
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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.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8, Registration Nos. 2-
80183, 33-32243 and 33-42818, dated August 7, 1987, March 22, 1989 and September
18, 1991, respectively, are hereby incorporated by reference.
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PART II
ITEM 8. EXHIBITS
5.1 Opinion of Counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Counsel.
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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 8th day of
September 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
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
(a) /s/RYAL R. POPPA Chairman of the Board, President, September 8, 1994
------------------- Chief Executive Officer and Director
Ryal R. Poppa (Principal Executive Officer)
(b) /s/GREGORY A. TYMN Senior Vice President September 8, 1994
------------------- Chief Financial Officer
Gregory A. Tymn (Principal Financial Officer)
(c) /s/DAVID E. LACEY Corporate Vice President September 8, 1994
------------------- and Controller
David E. Lacey (Principal Accounting Officer)
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Signature Title Date
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Director September 8, 1994
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Judith E.N. Albino
William L. Armstrong * Director September 8, 1994
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William L. Armstrong
Robert A. Burgin * Director September 8, 1994
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Robert A. Burgin
Paul Friedman * Director September 8, 1994
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Paul Friedman
Stephen J. Keane * Director September 8, 1994
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Stephen J. Keane
Robert E. LaBlanc * Director September 8, 1994
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Robert E. LaBlanc
Robert E. Lee * Director September 8, 1994
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Robert E. Lee
Harrison Shull * Director September 8, 1994
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Harrison Shull
Richard C. Steadman * Director September 8, 1994
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Richard C. Steadman
Robert C. Wilson * Director September 8, 1994
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Robert C. Wilson
* By: /s/W. Russell Wayman
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W. Russell Wayman, Attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the Human
Resources and Compensation Committee of the Board of Directors of Storage
Technology Corporation, as the administrator of the 1987 Employee Stock Purchase
Plan, 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 8th day of September, 1994.
STORAGE TECHNOLOGY CORPORATION
1987 EMPLOYEE STOCK PURCHASE PLAN
By: /s/Philip O. McNichols
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Philip O. McNichols
Vice President of Human Resources
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
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5.1 Opinion of Counsel 8
23.1 Consent of Price Waterhouse LLP 9
23.2 Consent of KPMG Peat Marwick LLP 10
23.3 Consent of Counsel is included in Exhibit 5.1
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[LETTERHEAD OF STORAGETEK APPEARS HERE]
Page 8 of 10
September 8, 1994 EXHIBIT 5.1
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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
the amendment to Registration Statement on Form S-8, Registration No. 33-
42818, with the Securities and Exchange Commission, relating to an additional
1,250,000 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, reserved for issuance under the Company's 1987
Employee Stock Purchase Plan. 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
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 17, 1994 appearing on page
F-25 of Storage Technology Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Denver, Colorado
September 1, 1994
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Storage Technology Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Storage Technology Corporation of our report dated January 31,
1992, relating to the consolidated statements of operations and cash flows of
XL/Datacomp, Inc. and subsidiaries for the year ended December 31, 1991, and
the related consolidated statement of stockholder's equity for the fifteen
month period ended December 31, 1991, and the related financial statement
schedules, which report appears in the December 31, 1993 annual report on Form
10-K of Storage Technology Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
September 1, 1994
