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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
Final Amendment
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Quantum Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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747906204
(CUSIP Number of Class of Securities of Underlying Common Stock)
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Michael A. Brown
Chairman and Chief Executive Officer
Quantum Corporation
501 Sycamore Drive
Milpitas, CA 95035
(408) 894-4000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
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Copies to:
Steven E. Bochner, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$28,246,586 $5649.32**
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,620,277 shares of common stock of Quantum
Corporation having an aggregate value of $28,246,586 as of June 1, 2001 will
be exchanged and/or cancelled pursuant to this offer. The aggregate value of
such options was calculated based on the Black-Scholes option pricing model.
The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
** Previously paid.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
[_] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:[X]
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This Final Amendment to the Tender Offer Statement on Schedule TO filed by
Quantum Corporation (the "Company") with the Securities and Exchange Commission
on June 4, 2001 reports the final results of our offer to eligible employees to
exchange options to purchase approximately 2,620,277 shares of the Company's
common stock outstanding under the Company's 1993 Long-Term Incentive Plan, the
Quantum Corporation Supplemental Stock Option Plan, the Quantum Corporation 1986
Stock Option Plan, the Meridian Data, Inc. 1997 Stock Plan, the Parallan
Computer, Inc. 1988 Incentive Stock Plan, the Meridian Data 1987 Incentive Stock
Plan, the ATL Products, Inc. 1997 Stock Incentive Plan and the ATL Products,
Inc. 1996 Stock Incentive Plan that have an exercise price of $14 or more and
are held by eligible employees for new options that will be granted under the
Company's Supplemental Stock Option Plan, upon the terms and subject to the
conditions set forth under the the Offer to Exchange Certain Outstanding Options
held by Eligible Employees dated June 4, 2001, the related memorandum from
Michael A. Brown dated June 4, 2001, the Election Form and the Notice to Change
Election from Accept to Reject (which together constitute the "Offer").
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended to add the following sentences:
The Offer expired at 5 p.m., Pacific Daylight Time, on July 3, 2001. Pursuant to
the Offer, we have accepted for cancellation options to purchase 181,150 shares
of Quantum Corporation common stock. Subject to the terms and conditions of the
Offer, we will grant new options to purchase 181,150 shares of Quantum
Corporation common stock on January 7, 2001 in exchange for the options
surrendered in the Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the Schedule TO is true, complete and correct.
QUANTUM CORPORATION
/s/ Renee Budig
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Renee Budig
Acting Chief Financial Officer
Date: July 12, 2001
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