Document/Exhibit Description Pages Size
1: 8-K Current Report Dated May 18, 1998 5 19K
2: EX-99.1 Agreement and Plan of Reorganization 57 226K
3: EX-99.2 Press Release of Quantam and Atl, Dated 5/19/98 2 12K
4: EX-99.3 Amendment Dated 5/18/98 4 17K
05/19/98
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 18, 1998
ATL Products, Inc.
(Exact Name of Registrant as Specified in Charter)
[Enlarge/Download Table]
Delaware 000-22037 95-3824281
--------------------------------- ------------------------- ----------------------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
2801 Kelvin Avenue, Irvine, California 92614
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 479-7750
Not Applicable
(Former Name or Former Address, if Changed since Last Report)
Item 5. Other Events
On May 18, 1998, ATL Products, Inc. ("ATL") entered into an Agreement
and Plan of Reorganization (the "Merger Agreement") with Quantum Corporation
("Quantum") providing for, among other things, the merger (the "Merger") of a
wholly-owned subsidiary of Quantum with and into ATL, with ATL becoming a
wholly-owned subsidiary of Quantum. In the Merger, holders of each share of the
Class A Common Stock, par value $.0001 per share, and the Class B Common Stock,
par value $.0001 per share, of ATL (collectively "ATL Common Stock") will
receive shares of the common stock, par value $.01 per share, of Quantum
("Quantum Common Stock") with a value of $29.00 (measured and subject to
adjustment as described below).
The number of Quantum shares to be issued per share of ATL Common
Stock will equal that number of shares of Quantum Common Stock equal to the
quotient determined by dividing (i) $29.00 by (ii) the Quantum Deemed Value (as
defined below) (the "Exchange Ratio"). "Quantum Deemed Value" shall mean the
average closing price of Quantum Common Stock as reported on the Nasdaq National
Market System ("Nasdaq") for the period consisting of the 45 trading days ending
on and including the fourth trading day prior to the date of ATL's stockholders'
meeting at which the Merger is approved (such 45-day period to be referred to
hereinafter as the "Pricing Period"); provided, however, that the Quantum Deemed
Value shall be subject to adjustment as described below. Subject to the
provisions below, the Quantum Deemed Value shall be reduced by an amount equal
to 50% of the excess, if any, of the Interim Price over the Adjusted Base Price
where, for purposes of such calculation, (i) the Interim Price shall be equal to
the average closing price of Quantum Common Stock as reported on Nasdaq for the
five (5) trading days beginning upon the commencement of the Pricing Period (the
"Interim Period") and (ii) the Adjusted Base Price shall be equal to the average
closing price of Quantum Common Stock as reported on Nasdaq for the five (5)
trading days ending on and including May 18, 1998 (such average closing price to
be referred to hereinafter as the "Unadjusted Base Price", and such five-day
period referred to hereinafter as the "Base Period") increased by the greater of
(v) the percentage by which the average HDD Index (as defined below) for the
Interim Period exceeds the average of the HDD Index for the Base Period or (w)
the percentage by which the average of the Nasdaq Composite Index for the
Interim Period exceeds the average of the Nasdaq Composite Index for the Base
Period; provided, however, that notwithstanding the foregoing, no adjustment
shall be made to the Quantum Deemed Value (x) if the Adjusted Base Price is
greater than or equal to the Interim Price, (y) if the Unadjusted Base Price is
greater than or equal to the Quantum Deemed Value (as calculated prior to any
adjustment pursuant to this sentence) or (z) to the extent that any adjustment
to the Quantum Deemed Value pursuant to this sentence would cause such Quantum
Deemed Value to be lower than the Unadjusted Base Price. The "HDD Index" for any
period shall equal the sum of the daily closing sale prices per share of Seagate
Technology Inc. and Western Digital Corp.
Consummation of the Merger is subject to certain conditions,
including the approval of the Merger by the stockholders of ATL and the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
2
The foregoing description is qualified in its entirety by reference
to the Merger Agreement, which is attached hereto as Exhibit 99.1, and is
incorporated herein by reference.
A press release, dated May 19, 1998, announcing the Merger Agreement
was issued by Quantum and ATL and attached hereto as exhibit 99.2 and
incorporated herein by reference.
Additionally, the Board of Directors of ATL approved an amendment
(the "Amendment"), dated as of May 18, 1998, to the Rights Agreement, dated as
of March 11, 1998, by and between the Company and BankBoston, N.A., as Rights
Agent (the "Rights Agreement"). All capitalized terms used in the following
description and not defined herein have the meanings ascribed to them in the
Rights Agreement.
The Amendment provides that neither Quantum nor any of its affiliates
shall be deemed an Acquiring Person by virtue of the Merger Agreement, or by
virtue of any of the transactions contemplated by the Merger Agreement. The
Amendment also provides that neither a Distribution Date nor a Triggering Event
shall be deemed to have occurred by virtue of the Merger Agreement or by virtue
of any of the transactions contemplated by the Merger Agreement and that the
Rights Agreement shall expire at or prior to the earliest of (i) the tenth
anniversary of the Rights Agreement, (ii) the time at which the Rights are
redeemed as provided in the Rights Agreement, (iii) the time at which such
Rights are exchanged as provided in the Rights Agreement, and (iv) immediately
prior to the effective time of the merger of the Merger.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is filed as
Exhibit 99.3 hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Agreement and Plan of Reorganization dated as of May 18,
1998, among Quantum Corporation, ATL Products, Inc. and
Quick Acquisition Corporation
3
99.2 Press Release, dated May 19, 1998, of Quantum and ATL
99.3 Amendment, dated as of May 18, 1998, between ATL
Products, Inc. and BankBoston, N.A., as Rights Agent.
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.
ATL PRODUCTS, INC.
By: /s/ KEVIN C. DALY
----------------------------------
Kevin C. Daly, Ph.D.
Chief Executive Officer, President
and Chairman of the Board
May 20, 1998
4
Index to Exhibits
Exhibit
Number Exhibit
99.1 Agreement and Plan of Reorganization dated as of May 18, 1998, among
Quantum Corporation, ATL Products, Inc. and Quick Acquisition
Corporation
99.2 Press Release of Quantum and ATL, dated May 19, 1998.
99.3 Amendment, dated as of May 18, 1998, between ATL Products, Inc. and
BankBoston, N.A., as Rights Agent.
5
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/20/98 | | 4 |
| | 5/19/98 | | 3 | | 5 |
| For Period End: | | 5/18/98 | | 1 | | 5 |
| | 3/11/98 | | 3 | | | | | 8-K |
| List all Filings |
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