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As filed with the Securities and Exchange Commission on May 17, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STORAGE TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-0593263
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One StorageTek Drive
Louisville, Colorado 80028-4309
(Address of principal executive offices) (Zip Code)
STORAGE TECHNOLOGY CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the plan)
JEFFREY M. DUMAS
Corporate Vice President General Counsel & Secretary
STORAGE TECHNOLOGY CORPORATION
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)
Copies to:
ANN YVONNE WALKER, ESQ.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
------------------- ------------- ---------------- ----------------- ----------------
Common Stock, $0.10 100,000 shares $15.525 $1,552,500 $388.13
par value
===============================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Storage Technology
Corporation Deferred Compensation Plan as described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of $15.525 per share, the average of the high and low prices
per share of the Common Stock on the New York Stock Exchange composite
tape on May 11, 2001.
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STORAGE TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration Statement and
the Prospectuses relating to this Registration Statement pursuant to Rule 428
the following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Storage Technology Corporation Annual Report on Form 10-K for the
fiscal year ended December 29, 2000 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. All other reports filed by Storage Technology Corporation (the
"Company") pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year ended December 29, 2000; and
3. The description of the Company's Common Stock set forth in the Company's
Registration Statements on Form 8-A dated August 13, 1981, August 23,
1990 and February 8, 1993, including any amendment or report filed for
the purpose of updating such description.
Additionally, all documents filed by the Company or by the Deferred Compensation
Plan, as amended (the "Plan"), after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
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Section 102(b) (7) of the Delaware General Corporation Law provides that the
certificate of incorporation may include a provision that eliminates or limits
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) payment of
an improper dividend under Section 174 of the Delaware General Corporation Law,
or (iv) any transaction from which the director derived an improper personal
benefit.
The Company's Restated Certificate of Incorporation provides for indemnification
of directors, officers and agents to the fullest extent permitted by Delaware
law. The Company's Restated Certificate of Incorporation also provides that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the extent
permitted by Delaware law. In addition, the Restated Certificate of
Incorporation provides that no repeal or modification of such provisions shall
eliminate or reduce any right or protection of a director of the Company
existing at the time of such repeal or modification.
The Company's Bylaws provide that the Registrant shall indemnify to the fullest
extent permitted by Delaware law each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Storage Technology Corporation Deferred Compensation Plan (May 2000
Restatement).
4.2 Amendment No. 1 to Restated Deferred Compensation Plan effective May 15,
2001.
5.1 Opinion of Counsel.
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 (included on page 5 of this Registration Statement).
ITEM 9. UNDERTAKINGS
(a)The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect
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to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of Part II of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 17th day of
May, 2001.
STORAGE TECHNOLOGY CORPORATION
By /s/ PATRICK J. MARTIN
-------------------------------------
Patrick J. Martin
Chairman of the Board,
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Jeffrey M. Dumas and
Thomas G. Arnold as his or her attorney-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 (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 or her 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 by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PATRICK J. MARTIN Chairman of the Board May 17, 2001
------------------------------------ (Director), President and
Patrick J. Martin Chief Executive Officer
(Principal executive officer)
/s/ ROBERT S. KOCOL Corporate Vice President and May 17, 2001
------------------------------------ Chief Financial Officer
Robert S. Kocol (Principal financial officer)
/s/ THOMAS G. ARNOLD Vice President and Corporate May 17, 2001
------------------------------------ Controller (Principal
Thomas G. Arnold accounting officer)
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES R. ADAMS Director May 12, 2001
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James R. Adams
/s/ WILLIAM L. ARMSTRONG Director May 17, 2001
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William L. Armstrong
/s/ WILLIAM R. HOOVER Director May 17, 2001
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William R. Hoover
/s/ WILLIAM T. KERR Director May 17, 2001
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William T. Kerr
/s/ ROBERT E. LABLANC Director May 17, 2001
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Robert E. LaBlanc
/s/ ROBERT E. LEE Director May 17, 2001
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Robert E. Lee
/s/ RICHARD C. STEADMAN Director May 12, 2001
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Richard C. Steadman
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Company, as the administrator of the Storage Technology Corporation Deferred
Compensation Plan, 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 17th day of May, 2001.
STORAGE TECHNOLOGY CORPORATION DEFERRED COMPENSATION PLAN
(Plan)
By: Storage Technology Corporation,
Plan Administrator
By: /s/ PATRICK J. MARTIN
----------------------------------------
Patrick J. Martin
Chairman of the Board,
President and
Chief Executive Officer
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STORAGE TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
4.1 Storage Technology Corporation Deferred Compensation Plan (May 2000
Restatement).
4.2 Amendment No. 1 to Restated Deferred Compensation Plan effective May 15,
2001.
5.1 Opinion of Counsel
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 (included in page 5 of this Registration Statement).