Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
UNDER THE SECURITIES ACT OF 1933
STORAGE TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 84-0593263
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2270 SOUTH 88TH STREET, LOUISVILLE, COLORADO 80028-4309
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(Address of Principal Executive Offices) (Zip Code)
STORAGE TECHNOLOGY CORPORATION
1995 EQUITY PARTICIPATION PLAN
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(Full title of the Plan)
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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
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered(1) Registered(2) Share (3) Price(1) Fee
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Common stock
$.10 par value 2,200,000 $25.50 $56,100,000 $19,344.83
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) These shares are reserved for issuance pursuant to the above-referenced
employee 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 recapitalization, are also being registered.
(3) Determined pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, based on the prices at which the options relating to such shares may
be exercised.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The content of the Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1994, Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995 and June 30, 1995, Current Report on
Form 8-K dated January 26, 1995, Current Report on Form 8-K dated March 17,
1995, Current Report on Form 8-K dated April 3, 1995, Current Report on Form
8-K/A dated April 7, 1995, Current Report on Form 8-K/A dated April 12, 1995,
Current Report on Form 8-K dated May 17, 1995 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 Registration Statement. 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 Registration
Statement and prior to the termination of the offering 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 or deemed to be 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a copy of
this Registration Statement 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 into this Registration
Statement, 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).
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 herein. The Company's Restated Certificate of
Incorporation provides for indemnification of such person to the same extent
permitted by Delaware Law.
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ITEM 8. EXHIBITS
Exhibit No. Description
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4.1 Specimen Certificate of Common Stock, $0.10 par value of
Registrant (filed as Exhibit (c)(2) as to the Registrant's
Current Report on Form 8-K dated June 2, 1989, and incorporated
herein by reference).
4.2 Indenture dated as of May 31, 1990, between Storage
Technology Corporation and Manufacturers Hanover Trust Company of
California, Trustee, relating to the Company's 8% Convertible
Subordinated Debentures due May 31, 2015 (filed as Exhibit 4.6 to
the Company's Registration Statement on Form S-3 filed May 11,
1990, File No. 33-34876, and incorporated herein by reference).
4.3 Registration Statement of the Registrant on Form 8-A dated
August 13, 1981 (filed as Exhibit 4.7 to the Registrant's
Registration Statement on Form S-3 filed January 29, 1993, File
No. 33-57678, and incorporated herein by reference).
4.4 Registration Statement of the Registrant on Form 8-A dated
August 23, 1990 (filed as Exhibit 4.8 to the Registrants'
Registration Statement on Form S-3 filed January 29, 1993, File
No. 33-57678, and incorporated herein by reference).
4.5 Rights Agreement dated as of August 20, 1990, between
Storage Technology Corporation and First Fidelity Bank, N.A., New
Jersey, Rights Agent, (filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K on August 20, 1990, and incorporated
herein by reference).
4.6 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 8, 1990, and incorporated herein by reference).
4.7 Certificate for $3.50 Convertible Exchangeable Preferred
Stock (filed as Exhibit 4.11 to the Registrants Registration
Statement on Form S-3 filed January 29, 1993, File No. 33-57678,
and incorporated herein by reference).
4.8 Certificate of Designations of $3.50 Convertible
Exchangeable Preferred Stock (filed as Exhibit 4.12 to the
Registrants Registration Statement on Form S-3 filed January 29,
1993, File No. 33-57678, and incorporated herein by reference).
4.9 Indenture between the Registrant and American Stock Transfer
and Trust Company, as Trustee, relating to the Registrant's 8%
Convertible Subordinated Debentures due 2008, (filed as Exhibit
4.13 to the Registrants Registration Statement on Form S-3 filed
January 29, 1993, File No. 33-57678, and incorporated herein by
reference).
4.10 Form of 8% Convertible Subordinated Debentures due 2008
(filed as Exhibit 4.13 to the Registrant's Registration Statement
on Form S-3 filed January 29, 1993, File No. 33-57678, and
incorporated herein by reference).
4.11 Form of Note Agreement dated as of August 30, 1991 relating
to Registrant's 9.53% Senior Secured Notes due August 31, 1996
(filed as Exhibit 4(e) to the Registrant's Registration Statement
on Form S-4 filed October 25, 1991, File No. 33-43536, and
incorporated herein by reference).
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4.12 Amendment No. 1 and Waiver to Note Agreement dated as of
April 1, 1994 relating to the Registrant's 9.53% Senior Secured
Notes due August 31, 1996 (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
April 1, 1994, and incorporated herein by reference).
4.13 Amendment No. 2 and Waiver to Note Agreement dated as of
April 2, 1994 relating to the Registrant's 9.53% Senior Secured
Notes due August 31, 1996 (filed as Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 1, 1994, and incorporated herein by reference).
4.14 Registration Statement on Form 8-A, dated February 8, 1993
(filed with the Commission and incorporated herein by reference).
5.1 Opinion of Counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Counsel.
24.1 Powers of Attorney for each director executing this
Registration Statement are contained on pages 6 and 7 hereof.
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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.
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 be 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 11 day of
August, 1995.
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, David E. Lacey 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 the
capacities and on the dates indicated:
/s/RYAL R. POPPA Chairman of the Board, President, August 11, 1995
- ------------------ Chief Executive Officer and Director
Ryal R. Poppa (Principal Executive Officer)
/s/ DAVID E. LACEY Interim Chief Financial Officer August 11, 1995
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David E. Lacey Corporate Vice President
/s/MARK D. MCGREGOR Interim Controller August 11, 1995
- --------------------- (Principal Accounting Officer),
Mark D. McGregor Treasurer and Corporate Vice President
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SIGNATURE TITLE DATE
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/s/Judith E.N Albino Director August 11, 1995
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Judith E.N. Albino
/s/William L. Armstrong Director August 11, 1995
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William L. Armstrong
/s/Robert A. Burgin Director August 11, 1995
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Robert A. Burgin
/s/Paul Friedman Director August 11, 1995
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Paul Friedman
/s/William R. Hoover Director August 11, 1995
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William R. Hoover
/s/Stephen J. Keane Director August 11, 1995
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Stephen J. Keane
/s/Robert E. LaBlanc Director August 11, 1995
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Robert E. LaBlanc
/s/Robert E. Lee Director August 11, 1995
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Robert E. Lee
/s/Harrison Shull Director August 11, 1995
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Harrison Shull
/s/Richard C. Steadman Director August 11, 1995
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Richard C. Steadman
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SIGNATURE TITLE DATE
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/s/Robert C. Wilson Director August 11, 1995
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Robert C. Wilson
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EXHIBIT INDEX
Exhibit Description
5.1 Opinion of Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
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.
[Storage Technology Corporation Letterhead Appears Here]
August 11, 1995 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
the Registration Statement on Form S-8 with the Securities and Exchange
Commission, relating to 2,200,000 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 1995 Equity Participation Plan (the "Plan"). Such
Registration Statement is referred to herein as the "Registration Statement."
On March 8, 1995, the Company's Board of Directors adopted the Plan subject
to ratification by the Company's stockholders. On May 24, 1995, the
Company's stockholders ratified the Plan.
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
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 March 10, 1995, appearing on page F-
29 of Storage Technology Corporation's Annual Report on Form 10-K for the
year ended December 30, 1994.
PRICE WATERHOUSE LLP
Denver, Colorado
August 7, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-00000) of Storage Technology Corporation pertaining to the
Storage Technology Corporation 1995 Equity Participation Plan of our report
dated March 10, 1995, with respect to the consolidated financial statements
of Network Systems Corporation included in the Annual Report (Form 10-K) of
Storage Technology Corporation for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
August 7, 1995
