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- Alternative Formats (Word, et al.)
- Abstentions; Broker Non-Votes
- Accounting Treatment
- Adjustment of Exchange Ratio
- Aggregated Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values
- Agreement and Plan of Reorganization
- Amendment
- Appendix B
- Appendix C
- Appraisal Rights
- Article Iii Representations and Warranties of Parent and Merger Sub
- Article Ii Representations and Warranties of Company
- Article I the Merger
- Article Iv Conduct Prior to the Effective Time
- Article V Additional Agreements
- Article Vi Conditions to the Merger
- Article Viii General Provisions
- Article Vii Termination, Amendment and Waiver
- Atl
- Atl Business
- ATL Common Stock
- Atl Executive Compensation
- Atl Management
- Atl Management's Discussion and Analysis of Financial Condition and Results of Operations
- Atl Products, Inc
- ATL Special Meeting
- Atl Special Meeting, The
- Available Information
- Background of the Merger
- Board Meetings and Committees
- Break Up Fee
- Certain Federal Income Tax Considerations
- Certain Information Concerning Atl
- Certain Information Concerning Quantum
- Certain Relationships and Related Transactions of Atl
- Comparative Per Share Data
- Comparison of Rights of Stockholders of Quantum and Atl
- Compensation of Directors
- Conditions to the Merger
- Conduct of Quantum's and ATL's Business Prior to the Merger
- Conversion of Shares in the Merger; Assumption of Options
- Date, Time, Place and Purpose
- Dependence on MKE Relationship
- Description of Atl Capital Stock
- Directors and Executive Officers
- Earnings per Share
- Effective Time
- Employment Contracts, Termination of Employment and Change in Control Arrangements
- Exchange Agent; Procedures For Exchange of Certificates
- Exhibits and Financial Statement Schedules
- Experts
- Fees and Expenses
- Fiscal 1996
- Forward-Looking Statements
- Incorporation of Certain Documents by Reference
- Indemnification Of Directors And Officers
- Interests of Certain Persons in the Merger
- Kevin C. Daly
- Kevin C. Daly, Ph.D
- Legal Matters
- Market Price Information
- Matters to Be Considered at the ATL Special Meeting
- Merger, The
- Nasdaq Listing
- No Fractional Shares
- No Solicitation
- Notes to Consolidated and Combined Financial Statements
- Notes to Unaudited Consolidated Financial Statements
- Operations Following the Merger
- Opinion of ATL's Financial Advisor
- Other Related Matters
- Proxy Statement/Prospectus
- Reasons for the Merger
- Recommendation of the ATL Board
- Record Date; Voting at the ATL Special Meeting; Vote Required
- Regulatory Matters
- Related Agreements
- Representations and Warranties
- Resales of Quantum Common Stock
- Risk Factors
- Risks Related to ATL
- Risks Related to Merger
- Risks Related to Quantum
- Section 16(a) Beneficial Ownership Reporting Compliance
- Security Ownership of Certain Beneficial Owners and Management of Atl
- Selected Financial Information
- Solicitation of Proxies and Expenses
- Summary
- Summary Compensation Table
- Table of Contents
- Termination of the Merger Agreement
- Terms of the Merger Agreement
- The Atl Special Meeting
- The Merger
- Trademarks
- Undertakings
- Voting Agreement
- Waiver
- 1.10 Tax and Accounting Consequences
- 1.11 Taking of Necessary Action; Further Action
- 1.1 The Merger
- 1.2 Effective Time; Closing
- 1.3 Effect of the Merger
- 1.4 Certificate of Incorporation; Bylaws
- 1.5 Directors and Officers
- 1.6 Effect on Capital Stock
- 1.7 Surrender of Certificates
- 1.8 No Further Ownership Rights in Company Common Stock
- 1997 Stock Incentive Plan
- 1.9 Lost, Stolen or Destroyed Certificates
- 2.10 Compliance; Permits; Restrictions
- 2.11 Litigation
- 2.12 Brokers' and Finders' Fees
- 2.13 Employee Benefit Plans
- 2.14 Environmental Matters
- 2.15 Agreements, Contracts and Commitments
- 2.16 Change of Control Payments
- 2.17 Statements; Proxy Statement/Prospectus
- 2.18 Board Approval
- 2.19 Fairness Opinion
- 2.1 Organization of Company
- 2.21 Customs
- 2.2 Company Capital Structure
- 2.3 Obligations With Respect to Capital Stock
- 2.4 Authority
- 2.5 SEC Filings; Company Financial Statements
- 2.6 Absence of Certain Changes or Events
- 2.7 Taxes
- 2.8 Title to Properties; Absence of Liens and Encumbrances
- 2.9 Intellectual Property
- 3.1 Organization of Parent and Merger Sub
- 3.2 Parent and Merger Sub Capital Structure
- 3.3 Authority
- 3.4 SEC Filings; Parent Financial Statements
- 3.5 Absence of Certain Changes or Events
- 3.6 Statements; Proxy Statement/Prospectus
- 3.7 Litigation
- 4.1 Conduct of Business by Company
- 4.2 Conduct of Business by Parent
- 5.10 Indemnification
- 5.11 Nasdaq Listing
- 5.12 Company Affiliate Agreement
- 5.13 Regulatory Filings; Reasonable Efforts
- 5.14 Comfort Letter
- 5.1 Proxy Statement/Prospectus; Registration Statement; Other Filings; Board Recommendations
- 5.2 Meeting of Company Stockholders
- 5.3 Confidentiality; Access to Information
- 5.4 No Solicitation
- 5.5 Public Disclosure
- 5.6 Reasonable Efforts; Notification
- 5.7 Third Party Consents
- 5.8 Stock Options and Employee Benefits
- 5.9 Form S-8
- 6.1 Conditions to Obligations of Each Party to Effect the Merger
- 6.2 Additional Conditions to Obligations of Company
- 7.1 Termination
- 7.2 Notice of Termination; Effect of Termination
- 7.3 Fees and Expenses
- 7.4 Amendment
- 7.5 Extension; Waiver
- 8.10 Assignment
- 8.11 Waiver of Jury Trial
- 8.1 Non-Survival of Representations and Warranties
- 8.2 Notices
- 8.3 Interpretation; Knowledge
- 8.4 Counterparts
- 8.5 Entire Agreement; Third Party Beneficiaries
- 8.6 Severability
- 8.7 Other Remedies; Specific Performance
- 8.8 Governing Law
- 8.9 Rules of Construction
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1 | 1st Page - Filing Submission
|
3 | Atl Products, Inc
|
4 | Proxy Statement/Prospectus
|
5 | Table of Contents
|
7 | Available Information
|
" | Incorporation of Certain Documents by Reference
|
8 | Trademarks
|
" | Forward-Looking Statements
|
9 | Summary
|
" | ATL Special Meeting
|
" | Date, Time, Place and Purpose
|
10 | Appraisal Rights
|
" | Interests of Certain Persons in the Merger
|
12 | Risk Factors
|
" | Certain Federal Income Tax Considerations
|
" | Regulatory Matters
|
" | Accounting Treatment
|
" | The Merger
|
14 | No Solicitation
|
" | Conditions to the Merger
|
" | Related Agreements
|
" | Voting Agreement
|
16 | Selected Financial Information
|
17 | Risks Related to Merger
|
19 | Risks Related to Quantum
|
22 | Dependence on MKE Relationship
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25 | Risks Related to ATL
|
30 | Comparative Per Share Data
|
31 | Market Price Information
|
" | Fiscal 1996
|
" | Atl
|
33 | The Atl Special Meeting
|
" | Matters to Be Considered at the ATL Special Meeting
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" | Record Date; Voting at the ATL Special Meeting; Vote Required
|
" | Abstentions; Broker Non-Votes
|
34 | Solicitation of Proxies and Expenses
|
35 | Background of the Merger
|
37 | Recommendation of the ATL Board
|
39 | Reasons for the Merger
|
40 | Opinion of ATL's Financial Advisor
|
49 | Terms of the Merger Agreement
|
" | Effective Time
|
" | Conversion of Shares in the Merger; Assumption of Options
|
50 | Adjustment of Exchange Ratio
|
" | No Fractional Shares
|
" | Exchange Agent; Procedures For Exchange of Certificates
|
52 | Operations Following the Merger
|
" | Representations and Warranties
|
" | Conduct of Quantum's and ATL's Business Prior to the Merger
|
57 | Termination of the Merger Agreement
|
58 | Break Up Fee
|
59 | Fees and Expenses
|
" | Amendment
|
" | Waiver
|
61 | Other Related Matters
|
" | Nasdaq Listing
|
" | Resales of Quantum Common Stock
|
62 | Comparison of Rights of Stockholders of Quantum and Atl
|
65 | Certain Information Concerning Quantum
|
66 | Certain Information Concerning Atl
|
" | Atl Business
|
73 | Atl Management's Discussion and Analysis of Financial Condition and Results of Operations
|
81 | Atl Management
|
" | Directors and Executive Officers
|
" | Kevin C. Daly, Ph.D
|
82 | Compensation of Directors
|
83 | Board Meetings and Committees
|
" | Section 16(a) Beneficial Ownership Reporting Compliance
|
84 | Atl Executive Compensation
|
" | Summary Compensation Table
|
85 | Aggregated Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values
|
" | Employment Contracts, Termination of Employment and Change in Control Arrangements
|
" | Indemnification Of Directors And Officers
|
86 | 1997 Stock Incentive Plan
|
88 | Security Ownership of Certain Beneficial Owners and Management of Atl
|
89 | Certain Relationships and Related Transactions of Atl
|
91 | Description of Atl Capital Stock
|
" | ATL Common Stock
|
92 | Legal Matters
|
93 | Experts
|
100 | Notes to Consolidated and Combined Financial Statements
|
101 | Earnings per Share
|
114 | Notes to Unaudited Consolidated Financial Statements
|
116 | Agreement and Plan of Reorganization
|
119 | Article I the Merger
|
" | 1.1 The Merger
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" | 1.2 Effective Time; Closing
|
120 | 1.3 Effect of the Merger
|
" | 1.4 Certificate of Incorporation; Bylaws
|
" | 1.5 Directors and Officers
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" | 1.6 Effect on Capital Stock
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121 | 1.7 Surrender of Certificates
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122 | 1.8 No Further Ownership Rights in Company Common Stock
|
" | 1.9 Lost, Stolen or Destroyed Certificates
|
123 | 1.10 Tax and Accounting Consequences
|
" | 1.11 Taking of Necessary Action; Further Action
|
" | Article Ii Representations and Warranties of Company
|
" | 2.1 Organization of Company
|
" | 2.2 Company Capital Structure
|
124 | 2.3 Obligations With Respect to Capital Stock
|
" | 2.4 Authority
|
125 | 2.5 SEC Filings; Company Financial Statements
|
126 | 2.6 Absence of Certain Changes or Events
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" | 2.7 Taxes
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128 | 2.8 Title to Properties; Absence of Liens and Encumbrances
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" | 2.9 Intellectual Property
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130 | 2.10 Compliance; Permits; Restrictions
|
" | 2.11 Litigation
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" | 2.12 Brokers' and Finders' Fees
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131 | 2.13 Employee Benefit Plans
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133 | 2.14 Environmental Matters
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134 | 2.15 Agreements, Contracts and Commitments
|
135 | 2.16 Change of Control Payments
|
" | 2.17 Statements; Proxy Statement/Prospectus
|
" | 2.18 Board Approval
|
136 | 2.19 Fairness Opinion
|
" | 2.21 Customs
|
" | Article Iii Representations and Warranties of Parent and Merger Sub
|
" | 3.1 Organization of Parent and Merger Sub
|
" | 3.2 Parent and Merger Sub Capital Structure
|
137 | 3.3 Authority
|
" | 3.4 SEC Filings; Parent Financial Statements
|
138 | 3.5 Absence of Certain Changes or Events
|
" | 3.6 Statements; Proxy Statement/Prospectus
|
" | 3.7 Litigation
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139 | Article Iv Conduct Prior to the Effective Time
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" | 4.1 Conduct of Business by Company
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140 | 4.2 Conduct of Business by Parent
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141 | Article V Additional Agreements
|
" | 5.1 Proxy Statement/Prospectus; Registration Statement; Other Filings; Board Recommendations
|
142 | 5.2 Meeting of Company Stockholders
|
143 | 5.3 Confidentiality; Access to Information
|
" | 5.4 No Solicitation
|
144 | 5.5 Public Disclosure
|
" | 5.6 Reasonable Efforts; Notification
|
145 | 5.7 Third Party Consents
|
" | 5.8 Stock Options and Employee Benefits
|
146 | 5.9 Form S-8
|
" | 5.10 Indemnification
|
147 | 5.11 Nasdaq Listing
|
" | 5.12 Company Affiliate Agreement
|
" | 5.13 Regulatory Filings; Reasonable Efforts
|
" | 5.14 Comfort Letter
|
148 | Article Vi Conditions to the Merger
|
" | 6.1 Conditions to Obligations of Each Party to Effect the Merger
|
" | 6.2 Additional Conditions to Obligations of Company
|
150 | Article Vii Termination, Amendment and Waiver
|
" | 7.1 Termination
|
151 | 7.2 Notice of Termination; Effect of Termination
|
" | 7.3 Fees and Expenses
|
152 | 7.4 Amendment
|
" | 7.5 Extension; Waiver
|
" | Article Viii General Provisions
|
" | 8.1 Non-Survival of Representations and Warranties
|
" | 8.2 Notices
|
153 | 8.3 Interpretation; Knowledge
|
" | 8.4 Counterparts
|
154 | 8.5 Entire Agreement; Third Party Beneficiaries
|
" | 8.6 Severability
|
" | 8.7 Other Remedies; Specific Performance
|
" | 8.8 Governing Law
|
" | 8.9 Rules of Construction
|
" | 8.10 Assignment
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" | 8.11 Waiver of Jury Trial
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155 | Kevin C. Daly
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156 | Appendix B
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159 | Appendix C
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163 | Item 21. Exhibits and Financial Statement Schedules
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164 | Item 22. Undertakings
|