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):  08/23/2007
 
Quantum Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-13449
 
Delaware
  
94-2665054
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1650 Technology Drive
Suite 700
San Jose, CA 95110
(Address of principal executive offices, including zip code)
 
408-944-4000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:

[  ]   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))
 

Information to be included in the report

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(d)(1) Effective August 23, 2007, Paul R. Auvil III was elected to the Board of Directors of Quantum Corporation (the "Company"). A copy of the press release announcing the election of Mr. Auvil to the Company's Board is attached to this Form 8-K as Exhibit 99.1.

(2) Not applicable.

(3) Mr. Auvil's Board committee membership has not yet been determined.

(4) Not applicable.

(5) The material terms and conditions of Mr. Auvil's appointment are set forth in his offer letter, which is filed with this report as Exhibit 10.1 and incorporated herein by reference.

In additional, Mr. Auvil entered into the Company's Director Change of Control Agreement and Indemnification Agreement, in the forms filed by the Company by Form 8-K on April 4, 2007.

 
 
Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
Effective August 23, 2007, the Board of Directors of the Company approved an amendment to the Company's Bylaws to increase the size of the Board of Diretors to ten members. Prior to this amendment, the Company's Bylaws provided for nine directors. The full text of the Bylaw amendment is attached to this Form 8-K as Exhibit 3.1.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

3.1 Certificate of Amendment of Amended and Restated Bylaws of Registrant, effective August 23, 2007.

10.1 Offer Letter, effective August 23, 2007

99.1 Press Release, dated August 29, 2007

 

 

Signature(s)
 
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
 
 
Date: August 29, 2007
     
By:
 
/s/    Shawn Hall
               
Shawn Hall
               
Vice President, General Counsel and Secretary
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-3.1
  
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED BYLAWS OF REGISTRANT EFFECTIVE AUGUST 23, 2007
EX-10.1
  
OFFER LETTER EFFECTIVE AUGUST 23, 2007
EX-99.1
  
PRESS RELEASE DATED AUGUST 29, 2007

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF BYLAWS OF

QUANTUM CORPORATION

The undersigned, being Secretary of Quantum Corporation (the " Company ") hereby certifies that the first sentence of Article III, Section 3.2 of the Bylaws of this Company was amended by the Board of Directors, effective August 23, 2007, to read as follows:

"The Board of Directors shall consist of ten (10) persons.  Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution amending this Section 3.2, duly adopted by the board of directors or by the stockholders. 

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires."

Dated: August 27, 2007

_/s/ Shawn D. Hall_______________

Shawn D. Hall

Secretary

 

 

 

 

 

 

[Certificate of Amendment of the Bylaws of Quantum Corporation]

Exhibit 10.1

 

[QUANTUM LETTERHEAD]

 

 

August 20, 2007

 

Mr. Paul Auvil

[address redacted]

Dear Paul:

We are very pleased to offer you the opportunity to serve on the Board of Directors of Quantum Corporation.

As a Member of the Board of Directors, your retainer will be $40,000 per annum, paid in cash. Additionally, you are expected to serve on the Audit Committee of the Board and will receive an additional retainer of $12,500 per annum for that service, also paid in cash. The retainers are generally paid in quarterly installments. Quantum will also reimburse you for any travel or incidental expenses associated with performing your duties as a Board member.

We will recommend to the Leadership and Compensation Committee that 50,000 shares of Quantum stock options and 25,000 restricted stock units be awarded to you, with vesting over two years. The price for the options will be set at the closing price on the date of the next Leadership and Compensation Committee approval, which occur at the end of each month. Once the restricted stock units and stock options have been approved and the price has been set, you will receive documentation from E*Trade, Quantum's Stock Administrator, within two (2) months from your start date. If you remain a Board member, you will continue to receive an annual stock grant thereafter. Details of the ongoing annual stock program will be forthcoming and are subject to change. Lastly, we are pleased to offer you the opportunity to participate in Quantum's Deferred Compensation Program, details of which are enclosed in this packet.

To confirm your acceptance of our offer, please sign one copy of this letter, complete the enclosed documents, and return them in the enclosed envelope. Please note that your membership becomes official upon your acceptance, as the Board of Directors' have already approved your appointment.

______________________________________________________________________________

Paul Auvil

August 20, 2007

Page 2 of 2

 

Paul, we are very enthusiastic about you joining our Board of Directors. If you have any questions, please do not hesitate to contact me. Again, it is a pleasure to welcome you to Quantum Corporation.

 

Sincerely,

/s/ Rick Belluzzo

Rick Belluzzo

Chairman & CEO

Quantum Corporation

(408) 944-4411

 

 

 

I understand and accept the terms of this agreement.

 

Signed: /s/ Paul Auvil Date: August 23, 2007

Paul Auvil

Start Date: August 23, 2007

 

Enclosures:

Return Envelope

Deferred Compensation Program overview and forms

Director Change in Control Agreement

Director Indemnification Agreement

Board of Director Handbook

The High Road: Quantum's Business Conduct & Ethics Policy

Section 16 Policy Documentation

 

 

cc: Compensation

Legal

Exhibit 99.1

QUANTUM NEWS RELEASE

 

Contact:

Brad Cohen

Public Relations

Quantum Corp.

(408) 944-4044

brad.cohen@quantum.com

For Immediate Release

 

 

 

Quantum names Former vmware cfo paul auvil to board of directors

SAn JOSE, Calif., Aug. 29, 2007 - Quantum Corp. (NYSE:QTM), the leading global specialist in backup, recovery and archive, today announced that Paul Auvil has been appointed to Quantum's board of directors, effective Aug. 23, 2007. Auvil is a former CFO at VMware and currently serves as CFO at Proofpoint. He has more than 20 years of experience in finance, technology and corporate leadership and has also held executive positions at Vitria Technology and VLSI Technology.

"In addition to his financial expertise, Paul brings a broad range of experience to Quantum's board, including his leadership in growing both hardware and software businesses," said Rick Belluzzo, chairman and CEO of Quantum. "This will be particularly valuable as we focus on expanding Quantum's disk-based backup, data de-duplication and replication portfolio and our data management software solutions."

Auvil joined Proofpoint, a leader in unified e-mail security and data loss prevention, as CFO in March 2006. Before Proofpoint, Auvil was an entrepreneur-in-residence for six months with Benchmark Capital, evaluating investments and advising portfolio companies. For four years prior to Benchmark, Auvil served as CFO of virtualization leader VMware, where he played an important role in helping the company evolve from a promising start-up to one of the fastest growing companies in the history of the software industry. During his tenure, VMware increased its annual revenues from $30 million to more than $700 million while exceeding its quarterly financial targets for 15 consecutive quarters.

Prior to joining VMware, Auvil served four years as CFO at Vitria Technology, executing both initial and secondary public offerings and leading the acquisition of XML Solutions, Inc. Earlier in his career, he spent 10 years at VLSI Technology, where he held a number of different positions as he rose through the company, ultimately becoming vice president and general manager of the $120 million Internet and Secure Products Division.

Auvil holds three patents in digital video compression in Japan and has one patent in the U.S. for a variable-width, PCI-compatible on-chip serial data bus.

 

About Quantum
Quantum Corp. (NYSE:QTM) is the leading global storage company specializing in backup, recovery and archive. Combining focused expertise, customer-driven innovation, and platform independence, Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. As a long-standing and trusted partner, the company works closely with a broad network of resellers, OEMs and other suppliers to meet customers' evolving data protection needs. Quantum Corp., 1650 Technology Drive, Suite 800, San Jose, CA 95110, (408) 944-4000, www.quantum.com.

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Quantum and the Quantum logo are registered trademarks of Quantum Corporation. 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, statements relating to Mr. Auvil's experience being particularly valuable in expanding Quantum's disk-based backup, data de-duplication and replication portfolio and our data management software solutions, are forward-looking statements within the meaning of the Safe Harbor. These statements are based on management's current expectations and are subject to certain risks and uncertainties. As a result, actual results may differ materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially from those described herein include, but are not limited to, unforeseen technical limitations, unexpected changes in market conditions, the ability of competitors to introduce new solutions that compete more successfully with our solutions, and unanticipated changes in customers' needs or requirements. More detailed information about these risk factors, and additional risk factors, are set forth in Quantum's periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Risk Factors," on pages 12 to 21 in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 13, 2007, and those described in any subsequently filed reports. Such reports contain and identify important factors that could cause actual events and results to differ materially from those contained in our projections or forward-looking statement. Quantum expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.