Additional Proxy Soliciting Materials (definitive) (defa14a)
September 26 2016 - 4:16PM
Edgar (US Regulatory)
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):
September 23, 2016
Quantum
Corporation
(Exact name of
registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
1-13449
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94-2665054
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(Commission File No.)
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(IRS Employer Identification
No.)
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224 Airport Parkway Suite
300,
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):
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a
Material Definitive Agreement
On September 23, 2016, Quantum
Corporation (Quantum or the Company) entered into an agreement (the
Agreement) with VIEX Capital Advisors, LLC and its affiliates (collectively,
VIEX). Under the Agreement, Quantum has granted Board observer rights to John
Mutch and Raghu Rau until December 1, 2016, subject to certain conditions. In
addition, Quantum will use its reasonable best efforts to hold its Annual
Meeting of Stockholders (Annual Meeting) on January 31, 2017, or another date
mutually agreed by the parties.
Under the Agreement, VIEX will
abide by certain standstill provisions related to the solicitation of proxies
and other matters until December 1, 2016, subject to earlier termination under
certain circumstances.
The Agreement is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
(d)
Exhibits
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10.1
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Agreement
between the Company and VIEX Capital Advisors, LLC and its affiliates
dated September 23, 2016
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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
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Shawn D.
Hall
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Senior Vice
President, General Counsel and Secretary
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Dated: September
26
, 2016
EXHIBIT
INDEX
Exhibit
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Description
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10.1
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Agreement between the Company and VIEX
Capital Advisors, LLC and its affiliates dated September 23,
2016
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