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Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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
AMENDED AND RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE 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
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------
Common stock
$.10 par value 250,000(1) $87.6875 $21,921,875.00 $6,466.95
</TABLE>
(1) Includes preferred stock purchase rights
issued in connection therewith. 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.
(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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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In accordance with General Instructions to Form S-8, the contents of
the following registration statements filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by reference and
made a part hereof:
1.Registration Statement on Form S-8, File No. 33-32235, filed on November
9, 1989.
2.Registration Statement on Form S-8, File No. 33-42817 filed on September
18, 1991.
3.Registration Statement on Form S-8, File No. 33-51764 filed on September
9, 1992.
4.Registration Statement on Form S-8, File No. 333-08497 filed on July 19,
1996.
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ITEM 8. EXHIBITS
4.1 (1) Storage Technology Corporation Amended and Restated Stock
Option Plan for Non-employee Directors
5.1 Opinion of Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Counsel is included in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is included in page 4 of this Registration
Statement
(1) Incorporated by reference to the Registrant's Quarterly Report on Form 10-
Q filed on May 8, 1998.
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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 29th day of May 1998.
STORAGE TECHNOLOGY CORPORATION
By /s/David E. Weiss
--------------------------------
David E. Weiss
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, David E.
Weiss, David E. Lacey and Lizbeth J. Stenmark, his or her attorneys-in-fact,
each with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement on Form S-
8 (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
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:
/s/David E. Weiss Chairman of the Board (Director) May 29, 1998
----------------- President and Chief Executive Officer
David E. Weiss (Principal Executive Officer)
/s/David E. Lacey Executive Vice President and May 29, 1998
----------------- Chief Financial Officer
David E. Lacey (Principal Financial Officer)
/s/Thomas G. Arnold Vice President and Corporate May 29, 1998
------------------ Controller
Thomas G. Arnold (Principal Accounting Officer)
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/s/William L. Armstrong Director May 29, 1998
- -----------------------
William L. Armstrong
/s/J. Harold Chandler Director May 29, 1998
----------------------
J. Harold Chandler
/s/William R. Hoover Director May 29, 1998
- -----------------------
William R. Hoover
/s/Stephen J. Keane Director May 29, 1998
- -----------------------
Stephen J. Keane
/s/William T. Kerr Director May 29, 1998
- -----------------------
William T. Kerr
/s/Robert E. La Blanc Director May 29, 1998
- -----------------------
Robert E. La Blanc
/s/Robert E. La Blanc Director May 29, 1998
- -----------------------
Robert E. La Blanc
/s/Harrison Shull Director May 29, 1998
- -----------------------
Harrison Shull
/s/Richard C. Steadman Director May 29, 1998
- -----------------------
Richard C. Steadman
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
5.1 Opinion of Counsel 7
23.1 Consent of Price Waterhouse LLP 8
23.3 Consent of Counsel is included in
Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is included in page 4
of this Registration Statement
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EXHIBIT 5.1
------------------
May 29, 1998
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.
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.
, with the Securities and Exchange Commission, relating to the
registration of an additional 250,000 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 1987 Employee Stock Purchase 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,
Lizbeth J. Stenmark
Senior Counsel
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. ) of Storage Technology Corporation
pertaining to the Storage Technology Corporation Amended and Restated 1987
Employee Stock Purchase Plan of our report dated February 20, 1998,
appearing on page F-24 of Storage Technology Corporation's Annual Report on
Form 10-K for the year ended December 26, 1997.
PRICE WATERHOUSE LLP
Denver, Colorado
May 29, 1998
