QUANTUM CORP /DE/ — Regulatory Filings 2014

Nov 13, 2014

S-8 POS 1 quantum_s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

| As
filed with the Securities and Exchange Commission on November 13,
2014 |
| --- |
| Registration No.
333-200052 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______

AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _______

QUANTUM CORPORATION (Exact name of issuer as specified in its charter) _______

DELAWARE	94-2665054
(State of incorporation)	(I.R.S. Employer
	Identification
Number)

224 Airport Parkway, Suite 300 San Jose, California 95110 (Address of principal executive offices) ____ Quantum Corporation 2012 Long-Term Incentive Plan Quantum Corporation Employee Stock Purchase Plan (Full title of the plan(s)) ____ Shawn D. Hall Sr. Vice President, General Counsel and Secretary Quantum Corporation 224 Airport Parkway, Suite 300 San Jose, California 95110 (Name and address of agent for service) (408) 944-4000 (Telephone number, including area code, of agent for service) ____

Copy to: Steven E. Bochner, Esq. WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

| Title of Securities to be
Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per
Share (4) | Proposed Maximum Aggregate Offering
Price (4) | Amount of Registration Fee (5) |
| --- | --- | --- | --- | --- |
| QTM Common Stock, par value $0.01 per
share, | | | | |
| issuable under the Quantum Corporation 2012 Long- | 4,800,000 shares (2) | $1.34 | $6,432,000.00 | $747.40 |
| Term Incentive Plan | | | | |
| QTM Common Stock, par value $0.01 per
share, | 6,500,000 shares (3) | $1.34 | $8,710,000.00 | $1,012.11 |
| issuable under the Quantum Corporation Employee | | | | |
| Stock Purchase Plan | | | | |
| Total: | 11,300,000 shares | $1.34 | $15,142,000.00 | $1,759.51 |

| (1) | Pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers any additional shares of
the Registrant’s QTM Common Stock that become issuable pursuant to the
Quantum Corporation 2012 Long-Term Incentive Plan or the Quantum
Corporation Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the Registrant’s receipt of consideration that results in an
increase in the number of the Registrant’s outstanding shares of QTM
Common Stock. |
| --- | --- |
| (2) | Represents additional
shares of QTM Common Stock that have become available for issuance under
an amendment to the Quantum Corporation 2012 Long-Term Incentive Plan,
approved by the Registrant’s stockholders on September 9,
2014. |
| (3) | Represents additional
shares of QTM Common Stock that have become available for issuance under
an amendment to the Quantum Corporation Employee Stock Purchase Plan,
approved by the Registrant’s stockholders on September 9,
2014. |
| (4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on
the basis of $1.34 per share, the average of the high and low prices per share of the Registrant’s QTM Common Stock on November 3, 2014, as
reported on the New York Stock Exchange. |
| (5) | The amount of the
registration fee was calculated pursuant to Section 6(b) of the Securities
Act and was determined by multiplying the proposed maximum aggregate
offering price by 0.0001162. |

QUANTUM CORPORATION REGISTRATION STATEMENT ON FORM S-8

The sole purpose of this post-effective Amendment No. 1 is to correct the calculation of the registration fee contained in the original filing (Registration No. 333-200052) on November 10, 2014. Accompanying this Amendment No. 1 is a payment of $78.78, the difference between the payment sent with the original filing ($1,680.73) and the correct filing fee ($1,759.51).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Quantum Corporation, a corporation organized and existing under the laws of the State of Delaware, 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 13th day of November, 2014.

QUANTUM CORPORATION
By:	/s/ Shawn D.
Hall
	Shawn D. Hall
	Senior Vice President, General Counsel and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
*
(Paul R. Auvil, III)	Chairman of the Board	November 13,
2014
*	President and Chief Executive Officer	November 13, 2014
(Jon
W. Gacek)
	Chief Financial Officer (Principal
*	Financial Officer and Principal	November 13, 2014
(Linda M. Breard)	Accounting Officer)
*	Director	November 13, 2014
(Philip Black)
*	Director	November 13, 2014
(Louis DiNardo)
*	Director	November 13, 2014
(Dale L. Fuller)
*	Director	November 13, 2014
(David Krall)
*	Director	November 13, 2014
(Gregg J. Powers)
*	Director	November 13, 2014
(David E.
Roberson)
*
(Jeffrey C. Smith)	Director	November 13,
2014

| *
By: |
| --- |
| Shawn D. Hall |
| Attorney-in-Fact |

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INDEX TO EXHIBITS

Exhibit
Number	Description
24.1	Power of Attorney, previously
filed on Registration Statement on Form S-8 (Registration No. 333-200052),
to which this Post-Effective Amendment No. 1 relates and incorporated
herein by reference.

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