UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
_______________
FORM 8-K
_______________
CURRENT
REPORT
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): May 6,
2015
_______________
Quantum Corporation
(Exact name of registrant
as specified in its charter)
_______________
Delaware
(State or other
jurisdiction of incorporation)
1-13449 |
94-2665054 |
(Commission File No.) |
(IRS Employer Identification
No.) |
224 Airport
Parkway, San Jose, CA 95110
(Address of principal
executive offices and zip code)
Registrants telephone
number, including area code: (408) 944-4000
_______________
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
☐ |
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
☐ |
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
☐ |
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective May 6, 2015,
Jeffrey C. Smith, a member of the Board of Directors (the Board) of Quantum
Corporation (the Company), resigned from the Board and the Leadership and
Compensation Committee of the Board.
Pursuant to the terms of
the settlement agreement, dated as of July 28, 2014 (the Settlement Agreement)
between Starboard Value L.P., certain of its affiliates and the Company as
previously disclosed in the Companys 8-K filed with the Securities and Exchange
Commission on July 29, 2014, effective as of May 6, 2015, Robert J. Andersen,
the current Executive Vice President and Chief Financial
Officer of Tessera Technologies, Inc., has been appointed to replace Mr. Smith
on the Board. Mr. Andersons appointment and service on the Board is subject to
all of the terms and conditions set forth in the Settlement Agreement, including
the terms that were specifically applicable to Mr. Smith. Mr. Anderson has not
been appointed to any committees of the Board. He will participate in the
Companys standard compensation and benefits program for outside
directors.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
|
99.1 Press Release,
dated May 6,
2015. |
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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QUANTUM CORPORATION |
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/s/ SHAWN D.
HALL |
|
Shawn D. Hall |
|
Senior Vice President, General Counsel and |
|
Secretary |
Dated: May 6,
2015
EXHIBIT INDEX
Exhibit |
|
Description |
99.1 |
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Press Release, dated May 6, 2015. |
|
|
News
Release |
Contact: |
For Release: |
Brad
Cohen |
May 6, 2015 |
Public Relations |
1:07 p.m. PDT |
Quantum Corp. |
|
(408) 944-4044 |
|
brad.cohen@quantum.com |
|
Brinlea Johnson or Allise
Furlani
Investor Relations
The Blueshirt Group
(212) 331-8424 or (212)
331-8433
brinlea@blueshirtgroup.com or allise@blueshirtgroup.com
Quantum Announces Resignation
of Jeffrey Smith From Its Board of Directors and
Appointment of Robert Andersen Pursuant to Starboards Replacement Rights
SAN JOSE,
Calif. May 6, 2015 Quantum Corp. (NYSE: QTM) today announced that effective May 6, 2015,
Jeffrey C. Smith has resigned from Quantums board of directors. Pursuant to the
agreement between Starboard Value LP and Quantum dated July 28, 2014, Starboard
has exercised its replacement rights to recommend that Robert J. Andersen be
appointed to the board. Andersen, who will join the board as of May 6, currently
serves as the chief financial officer of Tessera Technologies Inc., a leading
developer and licensor of semiconductor packaging and interconnect solutions.
I have enjoyed working with
the management team and board of Quantum, and I am proud of our
accomplishments, commented Smith. Since joining the board in 2013, Quantums
financial results have improved significantly, and its strategy has become
increasingly focused on optimizing the cash flow from the companys
long-standing tape products while further expanding its footprint in the rapidly
growing scale-out storage market. As a result, the company is well-positioned to
continue to drive profitable core organic revenue growth. To be sure, there is
still more to be accomplished, and we believe that the current board, with the
addition of Robert Andersen, will be well-suited to capitalize on the
opportunities ahead. In particular, we believe that Roberts extensive
experience as a senior executive at technology companies will be highly valuable
to Quantum as it continues in its execution and evolution.
On behalf of our management team and board of
directors, I want to thank Jeff for his valuable service and contributions to Quantum and its shareholders, said Jon Gacek,
president and CEO of Quantum. He has been an integral part of our recent accomplishments and has helped to put the company
on a path to long-term profitable growth and value creation.
The board has truly appreciated Jeffs constructive
involvement, said Paul Auvil, chairman of the board of directors. He has been a valuable contributor to the board
and provided a healthy and balanced focus on the best interests of the company and its shareholders. We thank him for his service
and wish him well in his future endeavors. We also look forward to working with Robert as we continue to position Quantum to take
advantage of opportunities to increase both growth and profitability.
-more-
About Quantum
Quantum is a leading expert in scale-out storage, archive
and data protection, providing solutions for capturing, sharing and preserving digital assets over the entire data lifecycle. From
small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow
challenges. With Quantum, customers can Be Certain™ they have the end-to-end storage foundation to maximize the value of
their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity.
See how at www.quantum.com/customerstories.
###
Quantum, the Quantum logo and Be Certain are either registered
trademarks or trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks
are the property of their respective owners.
Safe Harbor Statement under the U.S. Private
Securities Litigation Reform Act of 1995: This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Specifically, without limitation, our statements that Quantum is well-positioned
to continue to drive profitable core organic revenue growth, that we are well-suited to capitalize on the opportunities ahead,
that Roberts extensive experience as a senior executive at technology companies will be highly valuable to Quantum as it
continues in its execution and evolution, that the company is on a path to long-term profitable growth and value creation and that
we are continuing to position Quantum to take advantage of opportunities to increase both growth and profitability are forward-looking
statements within the meaning of the Safe Harbor. All forward-looking statements in this press release are based on information
available to Quantum on the date hereof. These statements involve known and unknown risks, uncertainties and other factors that
may cause Quantums actual results to differ materially from those implied by the forward-looking statement. More detailed
information about these risk factors, and additional risk factors are set forth in Quantums periodic filings with the Securities
and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled Risk
Factors in Quantums Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 6, 2014
and in Quantums Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 6, 2015. Quantum
expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future
events or otherwise.
-end-