REGISTRATION NUMBER 33-61777
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
POST-EFFECTIVE AMENDMENT NUMBER TWO 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)
One StorageTek Drive, Louisville, Colorado 80028-4309
(Address of Principal Executive Offices) (Zip
Code)
STORAGE TECHNOLOGY CORPORATION
AMENDED AND RESTATED 1995 EQUITY PARTICIPATION PLAN
(Full title of the Plan)
JEFFREY M. DUMAS, ESQ.
CORPORATE VICE PRESIDENT GENERAL COUNSEL
STORAGE TECHNOLOGY CORPORATION
MAIL STOP 4309
ONE STORAGETEK DRIVE
LOUISVILLE, COLORADO 80028-4309
(Name and address of agent for service)
(303) 673-5151
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Offering Proposed Amount of
Securities to be Price Per maximum registration
to be Registered Share (3) aggregate fee
registered (1) offering price
--------------------------------------------------------------------------------
Common stock
$.10 par value 14,750,000(2) $11.0625 $163,171,875 $43,080
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) Represents additional securities reserved for issuance pursuant to the
Amended and Restated Storage Technology Corporation 1995 Equity Participation
Plan, dated May 2000 (the "Plan"). 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 (the "Company"), including, among other things,
stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalization, are also being registered in accordance with Rule 416 under
the Securities Act of 1933, as amended (the "1933 Act").
(3) Determined pursuant to Rules 457(c) and (h), promulgated under the 1933 Act
based on the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange composite tape on May 30, 2000.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with the Instruction E to the 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 Registrant with the
Securities and Exchange Commission on August 11, 1995, and the
contents of the Registrant's Post-Effective Amendment to
Registration Statement on Form S-8, File No. 33-61777, filed by the
Registrant with the Securities and Exchange Commission on June 6,
1997, are hereby incorporated by reference and made a part hereof.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Storage Technology Corporation 1995 Equity Plan,
dated May 19, 2000.
5.1 Opinion of Counsel (including consent of counsel for inclusion of
such opinion as an exhibit to this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1 to this Registration
Statement)
24.1 Powers of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Post-Effective Amendment 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 2nd day of June, 2000.
STORAGE TECHNOLOGY CORPORATION
By: /s/David E. Weiss*
---------------------------
David E. Weiss
Chairman of the Board, President
and Chief Executive Officer
/s/ David E. Weiss* Chairman of the Board (Director) June 2, 2000
-------------------
David E. Weiss President and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert S. Kocol* Corporate Vice President and June 2, 2000
--------------------
Robert S. Kocol Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas G. Arnold* Vice President and Corporate June 2, 2000
---------------------
Thomas G. Arnold Controller principal Accounting Officer)
/s/ James R. Adams* Director June 2, 2000
---------------------
James R. Adams
/s/ William L. Armstrong* Director June 2, 2000
-------------------------
William L. Armstrong
/s/ William R. Hoover* Director June 2, 2000
----------------------
William R. Hoover
/s/ William T. Kerr * Director June 2, 2000
----------------------
William T. Kerr
/s/ Robert E. La Blanc* Director June 2, 2000
------------------------
Robert E. La Blanc
/s/ Robert E. Lee* Director June 2, 2000
------------------
Robert E. Lee
_________________ Director
Richard C. Steadman
*By: /s/ Jeffrey M. Dumas June 2, 2000
--------------------------
Jeffrey M. Dumas,
as Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
------- ----------------------------- ----
4.1 Amended and Restated Storage
Technology Corporation 1995 Equity Plan,
dated May 19, 2000 5
5.1 Opinion of Counsel 34
23.1 Consent of PricewaterhouseCoopers LLP 36
23.3 Consent of Counsel is included in
Exhibit 5.1 to this Registration Statement
24.1 Powers of Attorney 37
