As filed with the Securities and Exchange Commission on July 13, 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)
AMENDED AND RESTATED
1987 EMPLOYEE STOCK PURCHASE 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)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share(2) Price(2) Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value 3,000,000 shares $11.13925 $33,417,750.00 $8,354.44
$.10 per share
======================================================================================================================
(1) Represents additional shares of Common Stock reserved for issuance pursuant to the Storage Technology Corporation
Amended and Restated 1987 Employee Stock Purchase Plan, as amended (the "Plan"). Also covers 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, including, among other things, stock dividends, stock
splits, reverse stock splits, reorganizations and recapitalization. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933 (the "1933 Act"), this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the 1933 Act,
based on: (a) $13.105 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 July 9, 2001; and (b) the Plan's provision that Common Stock purchased under the Plan
may be purchased at 85% of the market value.
======================================================================================================================
1
STORAGE TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
In accordance with General Instruction E to Registration Statement on Form S-8,
the contents of the following previously filed Registration Statements on Form
S-8 relating to the Storage Technology Corporation Amended and Restated 1987
Employee Stock Purchase Plan, as amended, filed with the Securities and Exchange
Commission, are hereby incorporated by reference into this Registration
Statement:
1. Registration Statement on Form S-8, File No. 2-80183, filed on August 7,
1987.
2. Registration Statement on Form S-8, File No. 33-32243, filed on March 22,
1989.
3. Registration Statement on Form S-8, File No. 33-42818, filed on September 18,
1991.
4. Registration Statement on Form S-8, File No. 333-08116 filed on September 8,
1994.
5. Registration Statement on Form S-8, File No. 333-08495, filed on July 19,
1996.
6. Registration Statement on Form S-8, File No. 333-53995, filed on June 1,
1998.
Item 8. Exhibits
4.1 The Storage Technology Corporation Amended and Restated 1987 Employee
Stock Purchase Plan, as amended.
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 pages 3 and 4 of this Registration
Statement).
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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 13th day of
July, 2001.
STORAGE TECHNOLOGY CORPORATION
By:/s/ Patrick J. Martin
------------------------------------------------
Patrick J. Martin
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Robert S. Kocol, Jeffrey
M. Dumas and Thomas G. Arnold as his attorney-in-fact, each with the power of
substitution, for him 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 with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his 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 (Director), July 13, 2001
------------------------ President and Chief Executive
Patrick J. Martin Officer (Principal executive
officer)
/s/ Robert S. Kocol Corporate Vice President and Chief July 13, 2001
------------------------ Financial Officer (Principal
Robert S. Kocol financial officer)
/s/ Thomas G. Arnold Vice President and Corporate July 13, 2001
------------------------ Controller (Principal accounting
Thomas G. Arnold officer)
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Signature Title Date
--------- ----- ----
/s/ James R. Adams
------------------------ Director July 13, 2001
James R. Adams
/s/ William L. Armstrong
------------------------ Director July 13, 2001
William L. Armstrong
/s/ William R. Hoover
------------------------ Director July 13, 2001
William R. Hoover
/s/ William T. Kerr
------------------------ Director July 13, 2001
William T. Kerr
/s/ Robert E. LaBlanc
------------------------ Director July 13, 2001
Robert E. LaBlanc
/s/ Robert E. Lee
------------------------ Director July 13, 2001
Robert E. Lee
/s/ Richard C. Steadman
------------------------ Director July 13, 2001
Richard C. Steadman
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STORAGE TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
4.1 Storage Technology Corporation's Amended and Restated 1987 Employee
Stock Purchase Plan, as amended.
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 pages 3 and 4 of this Registration
Statement).
5