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Page 1 of 5
Registration No. 333-08497
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STORAGE TECHNOLOGY CORPORATION
----------------------------------
(Exact name of issuer as specified in its charter)
Delaware 84-0593263
- ------------------------------ ------------------------------------
(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)
AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
-----------------------------------------
(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
--------------------
(Telephone number, including area code, of agent for service)
PAGE
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Page 2 of 5
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 24th day
of July 1996.
STORAGE TECHNOLOGY CORPORATION
By /s/ David E. Weiss
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David E. Weiss
Chairman of the Board, President and
Chief Executive Officer
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/ David E. Weiss
--------------------- Chairman of the Board July 24, 1996
David E. Weiss (Director) President
and Chief Executive Officer
(Principal Executive Officer)
(b) /s/ David E. Lacey
--------------------- Executive Vice President July 24, 1996
David E. Lacey Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Page 3 of 5
Signature Title Date
--------- ----- ----
/s/ Judith E.N. Albino *
- ---------------------- Director July 24, 1996
Judith E.N. Albino
/s/ William L. Armstrong *
- ------------------------ Director July 24, 1996
William L. Armstrong
/s/ Robert A. Burgin *
- -------------------- Director July 24, 1996
Robert A. Burgin
/s/ Paul Friedman *
- ----------------- Director July 24, 1996
Paul Friedman
- ----------------- Director
William R. Hoover
/s/ Stephen J. Keane *
- -------------------- Director July 24, 1996
Stephen J. Keane
/s/ Robert E. LaBlanc *
- --------------------- Director July 24, 1996
Robert E. LaBlanc
/s/ Robert E. Lee *
- ----------------- Director July 24, 1996
Robert E. Lee
/s/ Harrison Shull *
- ------------------ Director July 24, 1996
Harrison Shull
/s/ Richard C. Steadman *
- ----------------------- Director July 24, 1996
Richard C. Steadman
* By: /s/ W. Russell Wayman
----------------------------------------
W. Russell Wayman, Attorney-in-fact
PAGE
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Page 4 of 5
EXHIBIT INDEX
Exhibit Description
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5.1 Opinion of Counsel
23.3 Consent of Counsel is included in Exhibit 5.1
<PAGE>
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Page 5 of 5
July 19, 1996 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 amendment to Registration Statement on Form S-8, Registration No. 33-51764,
with the Securities and Exchange Commission, relating to an additional 180,000
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 Amended and Restated
Stock Option Plan for Nonemployee Directors. 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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