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Registration No. 33-61777
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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
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
STORAGE TECHNOLOGY CORPORATION
1995 EQUITY PARTICIPATION PLAN
-------------------------------
(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
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered(1) be Registered (2) Per Share (3) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common stock
$.10 par value 2,200,000(1) $40.625 $89,375,000.00 $27,083.33
</TABLE>
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) Represent additional securities reserved for issuance pursuant to the
above-referenced 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.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instructions to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, File No. 33-61777, filed by
the Company with the Securities and Exchange Commission on August 11, 1995, is
hereby incorporated by reference and made a part hereof.
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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 is included in Exhibit 5.1 to this
Registration Statement
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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 9th day of
June 1997.
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:
<TABLE>
<S> <C> <C>
(a) /s/David E. Weiss Chairman of the Board (Director), June 9, 1997
------------------------------ President and Chief Executive Officer
David E. Weiss (Principal Executive Officer)
(b) /s/David E. Lacey Executive Vice President and June 9, 1997
------------------------------ Chief Financial Officer
David E. Lacey (Principal Financial Officer)
(c) /s/Thomas G. Arnold Vice President, Corporate
------------------------------ Controller
Thomas G. Arnold (Principal Accounting Officer) June 9, 1997
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<TABLE>
<S> <C> <C>
/s/ William L. Armstrong* Director June 9, 1997
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William L. Armstrong
Director June__, 1997
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J. Harold Chandler
/s/ Paul Friedman* Director June 9, 1997
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Paul Friedman
/s/ William R. Hoover* Director June 9, 1997
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William R. Hoover
/s/ Stephen J. Keane* Director June 9, 1997
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Stephen J. Keane
/s/Robert E. La Blanc* Director June 9, 1997
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Robert E. La Blanc
/s/Robert E. Lee* Director June 9, 1997
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Robert E. Lee
/s/Harrison Shull* Director June 9, 1997
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Harrison Shull
/s/Richard C. Steadman* Director June 9, 1997
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Richard C. Steadman
*By: /s/W. Russell Wayman
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W. Russell Wayman, Attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
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<S> <C> <C>
5.1 Opinion of Counsel 7
23.1 Consent of Price Waterhouse LLP 8
23.2 Consent of Ernst & Young LLP 9
23.3 Consent of Counsel is included in
Exhibit 5.1 to this Registration Statement
</TABLE>
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EXHIBIT 5.1
June 9, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Storage Technology Corporation
Post-Effective Amendment to Form S-8 Registration Statement; File
No. 33-61777
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 Post-Effective Amendment to Form S-8 Registration Statement, File No.
33-61777, with the Securities and Exchange Commission, relating to the
registration of an additional 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."
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 opinion 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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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 (File No. 33-61777) of Storage
Technology Corporation pertaining to the 1995 Equity Participation Plan of our
report dated February 21, 1997, appearing on page F-27 of Storage Technology
Corporation's Annual Report on Form 10-K for the year ended December 27, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Denver, Colorado
June 6, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective Amendment to
Registration Statement (Form S-8 No. 33-61777) 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 appearing on
page F-28 of Storage Technology Corporation's Annual Report on Form 10-K for
the year ended December 27, 1996.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
June 6, 1997
