SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 23, 1996
STORAGE TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7534 84-0593263
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(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation No.)
2270 South 88th Street, Louisville, Colorado 80028-4309
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 673-5151
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 23, 1996, the Company announced the appointment of David E.
Weiss as the new Chairman of the Board, President and Chief Executive
Officer of StorageTek, succeeding Ryal R. Poppa, who retired from his
positions as an officer and director of the Company effective on such date.
The Board appointed Mr. Weiss as a director to fill the vacancy on the Board
of Directors created by Mr. Poppa's resignation from the Board. Mr. Poppa
currently intends to continue to serve in an advisory position to the Board
and as an employee of the Company until January 20, 1997.
On May 23, 1996, the Company also announced the appointment of David E.
Lacey as Executive Vice President and Chief Financial Officer. He had
served as interim Chief Financial Officer since February 1995.
In connection with Mr. Weiss' appointment as Chairman of the Board,
President and Chief Executive Officer, the Company and Mr. Weiss entered
into an agreement on May 22, 1996, concerning the terms of his employment.
The agreement is for a term of three years and provides for annual base
compensation of $550,000 and participation in the MBO bonus program at a
bonus percentage of 70%. In the event of an involuntary termination without
cause, or in the event of death, the agreement provides for a severance
payment equal to the greater of (i) the sum of his current rate of annual
base compensation for twelve months plus 100% of the then-current bonus
percentage (whether or not such bonus would have been otherwise payable);
and (ii) the balance of all amounts payable under his agreement. In the
event of a change in control followed by voluntary termination within 24
months, Mr. Weiss would receive an amount equal to twice his annual base
salary plus two times 100% of the then-current bonus amount, and his
outstanding stock options and restricted stock would become fully vested.
Upon termination for cause, compensation would be paid only through the date
of termination. In addition, the agreement provides that, in the event that
the payments due under the agreement would constitute "parachute payments"
within the meaning of Section 280G of the Code and would otherwise be
subject to the excise tax imposed by Section 4999 of the Code, the severance
benefits shall either be delivered in full or shall be delivered to such
lesser extent as will not result in any such excise tax, whichever results
in the greatest amount of after-tax severance benefits to Mr. Weiss. The
agreement also provides for medical and life insurance, financial services
and an automobile allowance. Mr. Weiss also was granted stock options to
purchase 250,000 shares of Common Stock with an exercise price of $34.375,
the fair market value on the date of grant, that will vest based upon tenure
and Company performance considerations.
The Company and Mr. Poppa entered into an agreement on May 23, 1996,
concerning the terms of his retirement from the positions as Chairman of the
Board,
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President and Chief Executive Officer. Under the terms of the agreement,
Mr. Poppa will be employed by the Company in an advisory position reporting
to the lead director through January 20, 1997. Mr. Poppa will continue to
receive his annual base compensation of $650,000 and will be eligible to
receive a bonus payment of $200,000 if the 1996 MBO plan performance target
is fully met. Upon his retirement, Mr. Poppa's outstanding restricted stock
will vest and he will be entitled to receive his vested stock options.
During the term of the agreement, Mr. Poppa will not be granted any
additional stock options, but will receive standard corporate officer
benefits. Upon his retirement from the Company, Mr. Poppa will be entitled
to receive deferred compensation and medical and life insurance coverage
pursuant to the terms of the Company's existing plans.
ITEM 7. EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable
(C) EXHIBITS.
99.1 Storage Technology Corporation press release dated
May 23, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Storage Technology Corporation
By: /s/ DAVID E. LACEY
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David E. Lacey
Executive Vice President and
Chief Financial Officer
Date: May 23, 1996
For Immediate Release Contact: David Reid
May 23, 1996 (303) 673-4815
[email protected]
STORAGETEK NAMES DAVID E. WEISS CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER TO SUCCEED RYAL R. POPPA
LOUISVILLE, Colo. -- The Board of Directors of Storage
Technology Corp. (NYSE:STK) announced today that David E.
Weiss has been elected chairman of the board, president and
chief executive officer. He succeeds Ryal R. Poppa, 62, who
last November announced his intent to retire.
Weiss, 52, joined StorageTek as a staff vice president in
1991 and has been executive vice president and chief
operating officer for the past 14 months. His election is
effective immediately.
"Dave Weiss has been the chief architect of the
restructuring of StorageTek," said Poppa. "He has proven
himself capable of making the hard decisions required to put
StorageTek in an enviable position for future growth."
Said Weiss, "I am pleased with the progress achieved by the
senior management team in recent months. The new business
model that we first talked about last fall is coming into
focus. Our efforts started to bear fruit in the first
quarter and we are on pace for steady improvement over the
course of the year.
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STORAGETEK NAMES DAVID E. WEISS CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER TO SUCCEED RYAL R. POPPA
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"I am delighted to be given the opportunity to continue the
initiatives we have started in the past year," said Weiss.
"We have developed a strong indirect sales channel, expanded
the TerIS Consulting business, focused resources on emerging
applications, such as broadcast automation and check-image
archive, and partnered with internet service providers to
provide first-rate security products," said Weiss.
Stephen J. Keane, a member of the StorageTek Board of
Directors who led the search committee, said that the search
process was exhaustive. "At the outset we identified some
100 potential candidates and narrowed the list to five who
were interviewed," said Keane. "In the end, our vote for
Dave Weiss was unanimous. He is the right person to lead
this company."
Poppa has retired from active management of the company, but
will remain involved through January 1997 in an advisory
position reporting to the board of directors. "Now that the
board has concluded the search process and Dave Weiss has
been elected chief executive, I have tendered my resignation
from all corporate officerships and my seat on the board,"
said Poppa.
"I am delighted by the choice of Dave to lead StorageTek
into the next century and want to be sure he has complete
freedom to determine the future strategic direction of the
company," said Poppa. "I know from personal experience that
it will be more easily accomplished if I remove myself from
the executive suite. When I assumed the role of CEO in
January 1985, my predecessor graciously stepped aside so
that I could operate freely. I am doing the same for Dave."
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STORAGETEK NAMES DAVID E. WEISS CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER TO SUCCEED RYAL R. POPPA
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Poppa continued, "I will be available to StorageTek on
subjects where I have unique experience, particularly those
involved in government relations. But both my wife and I
are looking forward to a lighter schedule and more family
time."
Weiss is only the third person to hold the chairmanship of
StorageTek on a permanent basis since it was founded in
1969. Besides Poppa, the other was Jesse Aweida, one of the
company's four founders.
Previously at StorageTek, Weiss had been executive vice
president, systems development; senior vice president of
marketing and program management; and corporate vice
president of market planning. Prior to joining StorageTek,
Weiss spent 23 years at IBM Corp. in a variety of executive
management positions that included development,
manufacturing and strategic planning.
Weiss, a native of San Mateo, Calif., has long-time
connections to Colorado. He spent a substantial portion of
his IBM career in Boulder, including five years as Boulder
Laboratory director. He holds three degrees from the
University of Colorado: a bachelor's degree in mathematics,
and master's degrees in telecommunications and business
administration. In 1995, he received the University of
Colorado Distinguished Engineering Alumni Award and he
serves on the advisory board for Bank One in Boulder.
Storage Technology Corp., based in Louisville, Colo.,
designs, manufactures, markets and services, worldwide,
information storage and retrieval subsystems for
enterprisewide computer systems and networks. The company
reported revenue of $1.93 billion in its fiscal year ended
Dec. 29, 1995. Information on StorageTek is available on
the World Wide Web at http://www.stortek.com.
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