SEC Company Response from QUANTUM (QMCO) — Jul 15, 2014
QUANTUM CORP /DE/ (QMCO) (CIK 0000709283)
Date: July 15, 2014 · CIK: 0000709283 · Accession: 0001206774-14-002091
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13449
Referenced dates: July 11, 2014
Letter
Re: Quantum Corporation
July 15, 2014
VIA EDGAR
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549
Attention: Maryse Mills-Apenteng, Special Counsel
Jeff Kauten, Staff Attorney
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 10, 2014
File No. 001-13449
Ladies and Gentlemen:
On behalf of Quantum Corporation (“Quantum,” or the “Company”), we are submitting this letter in response to the comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated July 11, 2014 (the “Comment Letter”) regarding the above referenced Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). For your convenience, we have repeated your comments below in italics, and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the Comment Letter.
Proxy Card
1.
We note your response to prior comment 10. If you are seeking discretionary authority to cumulate votes as contemplated by Item 6(c)(4) of Schedule 14A, you must indicate that in your proxy statement. If you continue to seek this authority, please at a minimum provide a direct means for security holders to withhold all authority to cumulate, other than by affirmatively calculating and specifying an equivalent number of votes for each of your nominees. Alternatively, please provide a detailed legal analysis, citing the authority upon which you rely under both state and federal law, supporting the proposition that you may obtain this authority by proxy even if the security holder has done nothing to indicate that the security holder wishes to vote any shares cumulatively.
The Company respectfully advises the Staff that it has revised page 6 of the Proxy Statement and the proxy card to more clearly state that a stockholder may withhold authority to cumulate by indicating as such on the proxy card and has provided a means for stockholders to withhold authority to cumulate votes. We have supplementally provided our proposed revised disclosures for your reference.
* * * * *
The Company also acknowledges that:
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should the Staff have any additional comments or questions, please contact me at (212) 497-7702 or my partner, Lisa Stimmell at (650) 849-3424. We respectfully request that the Staff confirm that it has no additional requests or comments.
Very
truly yours,
WILSON SONSINI GOODRICH &
ROSATI
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filename1.htm
July 15, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation
Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Maryse Mills-Apenteng, Special Counsel
Jeff Kauten, Staff
Attorney
Re:
Quantum Corporation
Revised Preliminary Proxy Statement on Schedule
14A
Filed June 10, 2014
File No. 001-13449
Ladies and
Gentlemen:
On behalf of Quantum
Corporation (“Quantum,” or the “Company”), we are submitting this letter in
response to the comments from the staff (“Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in the letter dated July 11, 2014 (the
“Comment Letter”) regarding the above referenced Revised Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”). For your convenience, we have
repeated your comments below in italics, and the headings and numbered responses
in this response letter correspond to the headings and numbered comments
contained in the Comment Letter.
Proxy Card
1.
We note your
response to prior comment 10. If you are seeking discretionary authority
to cumulate votes as contemplated by Item 6(c)(4) of Schedule 14A, you
must indicate that in your proxy statement. If you continue to seek this
authority, please at a minimum provide a direct means for security holders
to withhold all authority to cumulate, other than by affirmatively
calculating and specifying an equivalent number of votes for each of your
nominees. Alternatively, please provide a detailed legal analysis, citing
the authority upon which you rely under both state and federal law,
supporting the proposition that you may obtain this authority by proxy
even if the security holder has done nothing to indicate that the security
holder wishes to vote any shares cumulatively.
The Company
respectfully advises the Staff that it has revised page 6 of the Proxy
Statement and the proxy card to more clearly state that a stockholder may
withhold authority to cumulate by indicating as such on the proxy card and
has provided a means for stockholders to withhold authority to cumulate
votes. We have supplementally provided our proposed revised disclosures
for your reference.
* * * * *
The Company also acknowledges
that:
the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;
staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and
the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
Should the Staff have any
additional comments or questions, please contact me at (212)
497-7702 or my partner, Lisa Stimmell at (650) 849-3424. We
respectfully request that the Staff confirm that it has no additional requests
or comments.
Very
truly yours,
WILSON SONSINI GOODRICH &
ROSATI
Professional Corporation
/s/
Warren de Wied
cc:
Jon Gacek, Quantum
Corporation
Shawn Hall, Quantum Corporation
Steven Bochner, Wilson
Sonsini Goodrich & Rosati, PC
Lisa Stimmell, Wilson Sonsini
Goodrich & Rosati, PC
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