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): February 3, 2016

–––––––––––––

Quantum Corporation

(Exact name of registrant as specified in its charter)

–––––––––––––

Delaware

(State or other jurisdiction of incorporation)

1-13449 94-2665054
(Commission File No.) (IRS Employer Identification No.)

224 Airport Parkway, San Jose, CA 95110

(Address of principal executive offices and zip code)

Registrant’s 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):

☐         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))


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 3, 2016, the Board of Directors (the "Board") of Quantum Corporation (the "Company") amended and restated Article III, Section 3.11 of the Company’s bylaws to read that any director may be removed from office by the stockholders of the Company in accordance with the provisions of the DGCL, in light of the ruling on December 21, 2015 of the Delaware Chancery Court in the In re: Vaalco Energy Inc. matter.

The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)         Exhibits
 
3.1         Certificate of Amendment to the Bylaws of Quantum Corporation, as adopted on February 3, 2016


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.

  QUANTUM CORPORATION
 
/s/ SHAWN D. HALL
Shawn D. Hall
Senior Vice President, General Counsel and Secretary
 
 
 
Dated:   February 8, 2016


EXHIBIT INDEX

Exhibit       Description
3.1 Certificate of Amendment to the Bylaws of Quantum Corporation, as adopted on February 3, 2016




CERTIFICATE OF AMENDMENT

TO THE BYLAWS OF

QUANTUM CORPORATION

The undersigned, Shawn D. Hall, hereby certifies that he is the duly appointed, qualified, and acting Secretary of Quantum Corporation, a Delaware corporation (the “Company”), and that on February 3, 2016, the Board of Directors of the Company (the “Board”) amended such Bylaws as set forth below:

Removal of Directors

WHEREAS: Following the ruling on December 21, 2015 of the Delaware Chancery Court in the In re: Vaalco Energy Inc. matter, the Board believes it to be in the best interest of the Company and its shareholders to amend its bylaws as set forth below; and

WHEREAS: The Board may adopt, amend or repeal any provision of the Bylaws.

NOW, THEREFORE, BE IT RESOLVED: That Article III, Section 3.11 of the Bylaws are hereby amended and restated in their entirety to read as follows:

“3.11 REMOVAL OF DIRECTORS

Any director may be removed from office by the stockholders of the corporation in accordance with the provisions of the DGCL.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.”

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day of February, 2016.


  By:       /s/ Shawn D. Hall
  Signature
 
Shawn D. Hall,
Secretary, General Counsel, and Senior Vice President