Registration No. 33-_______
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)
1989 LONG-TERM STOCK INCENTIVE PLAN OF NETWORK SYSTEMS CORPORATION
1988 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
VITALINK 1982 INCENTIVE STOCK OPTION PLAN
VITALINK 1990 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)
(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 484,514 $51.57 $17,489,487 $6,030.90
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) These shares are reserved for issuance pursuant to the above-referenced
stock option plans (the "Plans"). The additional shares of Common Stock that
may become available for purchase in accordance with the provisions of the
Plans 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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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>
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, 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, 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 then 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.
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).
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 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.
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 governed by the final adjudication of such issue.
<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 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, May 2, 1995
--------------------- President,Chief Executive
Ryal R. Poppa Officer and Director
(Principal Executive Officer)
(b) /s/DAVID E. LACEY Interim Chief Financial May 2, 1995
------------------- Officer (Principal
David E. Lacey Financial Officer)
and Corporate Vice President
(c) /s/MARK D. MCGREGOR Interim Controller May 2, 1995
------------------- (Principal Accounting
Mark D. McGregor Officer), Treasurer and
Corporate Vice President
<PAGE>
Signature Title Date
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/s/Judith E.N Albino Director May 2, 1995
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Judith E.N. Albino
/s/William L. Armstrong Director May 2, 1995
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William L. Armstrong
/s/Robert A. Burgin Director May 2, 1995
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Robert A. Burgin
/s/Paul Friedman Director May 2, 1995
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Paul Friedman
/s/Stephen J. Keane Director May 2, 1995
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Stephen J. Keane
/s/Robert E. LaBlanc Director May 2, 1995
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Robert E. LaBlanc
/s/Robert E. Lee Director May 2, 1995
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Robert E. Lee
/s/Harrison Shull Director May 2, 1995
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Harrison Shull
/s/Richard C. Steadman Director May 2, 1995
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Richard C. Steadman
/s/Robert C. Wilson Director May 2, 1995
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Robert C. Wilson
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page Number
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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
May 2, 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 484,514 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
1989 Long-Term Stock Incentive Plan of Network Systems Corporation, 1988 Non-
Employee Director Stock Option Plan of Network Systems Corporation, 1993 Non-
Employee Director Stock Option Plan of Network Systems Corporation, Vitalink
1982 Incentive Stock Option Plan, and Vitalink 1990 Stock Option Plan. Such
Registration Statement is referred to herein as the "Registration Statement."
Previously, on March 7, 1995, pursuant to the terms and conditions of the
Restated Agreement and Plan or Merger, dated as of November 15, 1994, among
the Company, StorageTek Eagle Corporation and Network Systems Corporation,
Network Systems Corporation was acquired by and became a wholly owned
subsidiary of Storage Technology Corporation. Following the effective time
of such acquisition, options to acquire shares of Network Systems Corporation
stock were deemed to constitute an option to acquire shares of the Company's
common stock.
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,
Lizbeth J. Stenmark
Senior Counsel
EXHIBIT 23.1
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 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
May 2, 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
1989 Long-Term Stock Incentive Plan of Network Systems Corporation, the 1988
Non-Employee Director Stock Option Plan of Network Systems Corporation, the
1993 Non-Employee Director Stock Option Plan, the Vitalink 1982 Incentive Stock
Option Plan and the Vitalink 1990 Stock Option Plan of Network Systems
Corporation 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
May 2, 1995
