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Previous: STORAGE TECHNOLOGY CORP, S-8, 1996-07-19 |
Next: BOSTON LIFE SCIENCES INC /DE, 8-K, 1996-07-19 |
Page 1 of 11
Registration No. 33-51764
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
(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
-----------------------------------------
(Name and address of agent for service)
(303) 673-7919
--------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to Amount to Offering Price Aggregate Amount
be Registered(1) be Registered (2) Per Share (3) of Offering Price(1)
- -------------------------------------------------------------------------------
Common stock
$.10 par value 180,000 $24.875 $4,477,500
Amount of
Registration
Fee
- -------------
$1,543.97
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) These shares are reserved for issuance pursuant to the above-referenced
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 recapitalizations, 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.
PAGE
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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
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Page 3 of 11
INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8, Registration Nos.
33-32235, 33-42817 and 33-51764, dated November 9, 1989, September 18, 1991 and
September 9, 1992, respectively, are hereby incorporated by reference.
PAGE
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Page 4 of 11
PART II
ITEM 8. EXHIBITS
5.1 Opinion of Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Counsel
PAGE
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Page 5 of 11
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 19th day
of July 1996.
STORAGE TECHNOLOGY CORPORATION
By /s/ David E. Weiss
---------------------------------------------------
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 19, 1996
David E. Weiss (Director) President
and Chief Executive Officer
(Principal Executive Officer)
(b) /s/ David E. Lacey
--------------------- Executive Vice President July 19, 1996
David E. Lacey Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
PAGE
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Signature Title Date
--------- ----- ----
/s/ Judith E.N. Albino *
- ---------------------- Director July 19, 1996
Judith E.N. Albino
/s/ William L. Armstrong *
- ------------------------ Director July 19, 1996
William L. Armstrong
/s/ Robert A. Burgin *
- -------------------- Director July 19, 1996
Robert A. Burgin
/s/ Paul Friedman *
- ----------------- Director July 19, 1996
Paul Friedman
- ----------------- Director
William R. Hoover
/s/ Stephen J. Keane *
- -------------------- Director July 19, 1996
Stephen J. Keane
/s/ Robert E. LaBlanc *
- --------------------- Director July 19, 1996
Robert E. LaBlanc
/s/ Robert E. Lee *
- ----------------- Director July 19, 1996
Robert E. Lee
/s/ Harrison Shull *
- ------------------ Director July 19, 1996
Harrison Shull
/s/ Richard C. Steadman *
- ----------------------- Director July 19, 1996
Richard C. Steadman
* By: /s/ W. Russell Wayman
----------------------------------------
W. Russell Wayman, Attorney-in-fact
PAGE
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Page 7 of 11
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 Amended and Restated Stock
Option Plan for Nonemployee Directors, 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 19th day of
July 1996.
STORAGE TECHNOLOGY CORPORATION
By: /s/ Laurie Dodd
------------------------------------
Laurie Dodd
Corporate Vice President, Human Resources Development
PAGE
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
5.1 Opinion of Counsel 9
23.1 Consent of Price Waterhouse LLP 10
23.2 Consent of Ernst & Young 11
23.3 Consent of Counsel is included in Exhibit 5.1
<PAGE>
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Page 10 of 11
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Post-Effective
Amendment to Registration Statement on Form S-8 (No.33-51764) of Storage
Technology Corporation pertaining to the Amended and Restated Stock Option Plan
for Nonemployee Directors of our report dated February 23, 1996, except for
Note 19, as to which the date is March 8, 1996, appearing on page F-31 of
Storage Technology Corporation's Annual Report on Form 10-K for the year ended
December 29, 1995.
PRICE WATERHOUSE LLP
Denver, Colorado
July 18, 1996
PAGE
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Page 11 of 11
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment to
Registration Statement (Form S-8 No. 33-51764) of Storage Technology
Corporation pertaining to the Storage Technology Corporation Amended and
Restated Stock Option Plan for Nonemployee Directors 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 29, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
July 18, 1996
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