Form 8-K QUANTUM CORP /DE/ For: May 06
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
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.
QUANTUM CORPORATION | |
/s/ SHAWN D. HALL | |
Shawn D. Hall | |
Senior Vice President, General Counsel and | |
Secretary |
Dated: May 6, 2015
EXHIBIT INDEX
Exhibit | Description | |
99.1 | 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 | |
[email protected] |
Brinlea Johnson or Allise
Furlani
Investor Relations
The Blueshirt Group
(212) 331-8424 or (212)
331-8433
[email protected] or [email protected]
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.
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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.
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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.
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