QUANTUM CORP /DE/ — Regulatory Filings 2014

Jul 15, 2014

CORRESP 1 filename1.htm

July 15, 2014

VIA EDGAR

| Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, DC 20549 | |
| --- | --- |
| Attention: | Maryse Mills-Apenteng, Special Counsel |
| | Jeff Kauten, Staff
Attorney |

Re:
Revised Preliminary Proxy Statement on Schedule
14A
Filed June 10, 2014
File No. 001-13449

Ladies and Gentlemen:

On behalf of Quantum Corporation (“Quantum,” or the “Company”), we are submitting this letter in response to the comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated July 11, 2014 (the “Comment Letter”) regarding the above referenced Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). For your convenience, we have repeated your comments below in italics, and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the Comment Letter.

Proxy Card

| 1. |
| --- |
| The Company
respectfully advises the Staff that it has revised page 6 of the Proxy
Statement and the proxy card to more clearly state that a stockholder may
withhold authority to cumulate by indicating as such on the proxy card and
has provided a means for stockholders to withhold authority to cumulate
votes. We have supplementally provided our proposed revised disclosures
for your reference. |

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The Company also acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the Staff have any additional comments or questions, please contact me at (212) 497-7702 or my partner, Lisa Stimmell at (650) 849-3424. We respectfully request that the Staff confirm that it has no additional requests or comments.

| Very
truly yours, |
| --- |
| WILSON SONSINI GOODRICH &
ROSATI |
| Professional Corporation |
| /s/
Warren de Wied |

cc: Jon Gacek, Quantum Corporation Shawn Hall, Quantum Corporation Steven Bochner, Wilson Sonsini Goodrich & Rosati, PC Lisa Stimmell, Wilson Sonsini Goodrich & Rosati, PC

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