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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A 
 (Mark One)[x]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 3, 2004[  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_______________to_______________.
  Commission File Number 0-23418 MTI TECHNOLOGY CORPORATION Exact name of registrant as specified in its charter
 Delaware
(State or other jurisdiction of
incorporation or organization)
    
    95-3601802
(I.R.S. Employer
Identification No.)
 14661 Franklin Avenue Tustin, California 92780
(Address of principal executive offices, zip code) Registrants telephone number, including area code: (714) 481-7800 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value
(Title of Class) Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes   [x]   No
   [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes    [  ]    No    
[x] The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant was $31,666,721 on October 4, 2003, based
on the closing sale price of such stock on The Nasdaq SmallCap Market. The number of shares outstanding of Registrants Common Stock, $0.001 par
value, was 32,974,882 on June 25, 2004. Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [x] DOCUMENTS INCORPORATED BY REFERENCE: None.




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|              |                                                                                                          |  |  |  |  |  |  | 
|------------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III     
|              | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                             
|              | ITEM 11. EXECUTIVE COMPENSATION                                                                         
|              | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|              | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 
|              | ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         
|SIGNATURES   
|EXHIBIT INDEX
|EXHIBIT 31.1 
|EXHIBIT 31.2 
|EXHIBIT 32.1 
|EXHIBIT 32.2 



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EXPLANATORY NOTE This Amendment No. 2 on Form 10-K/A to the MTI Technology Corporation (the
Company) Annual Report on Form 10-K for the year ended April 3, 2004 (the
Original Filing) is being filed to furnish the information required by Items
10, 11, 12, 13 and 14 of Part III of the Original Filing that was incorporated
by reference from the information contained in the Companys Definitive Proxy
Statement for its 2004 Annual Meeting of the Stockholders to be held on
September 8, 2004, to be filed with the Securities and Exchange Commission (the
Commission), in the Original Filing. Section G(3) of the General
Instructions to the Form 10-K provides that if such Definitive Proxy Statement
is not filed with the Commission within 120 days after the end of the fiscal
year covered by the Original Filing, the Items comprising the Part III
information must be filed as an amendment to the Original Filing not later than
the end of the 120-day period. 
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS NAME
    
    AGE
    
    POSITION(S)
    
    COMMITTEE(S)Thomas P. Raimondi, Jr.
    
    46
    
    Chairman of the Board of Directors,
    
    Nominating (until September 8, 2004)President and Chief Executive Officer,NomineeFranz L.
Cristiani(1)
    
    62
    
    Director, Nominee
    
    AuditVal Kreidel
    
    49
    
    Director, Nominee
    
    NominatingDarcy G. Mott
    
    51
    
    Director, Nominee
    
    CompensationJohn Repp
    
    65
    
    Director, Nominee
    
    Audit and CompensationKent D. Smith(2)
    
    55
    
    Director, Nominee
    
    Audit and CompensationRalph J. Yarro,III(3)
    
    39
    
    Director, Nominee
    
    NominatingMichael Pehl
    
    43
    
    Director, Nominee
    
    Compensation (effective June 17, 2004)
   (1)
    
    Chairman of the Audit Committee and Lead Director(2)
    
    Chairman of the Compensation Committee(3)
    
    Chairman of the Nominating Committee There are no family relationships among the directors or executive
officers of the Company. Thomas P. Raimondi, Jr. was named President and Chief Executive Officer of
the Company in December 1999 and Chairman of the Board of Directors in July
2002. From April 2001 until July 2002, Mr. Raimondi was Vice Chairman of the
Board of Directors. From July 1998 to December 1999, Mr. Raimondi was the
Companys Chief Operating Officer. Mr. Raimondi served as Senior Vice President
and General Manager from May 1996 until July 1998 and was Vice President,
Strategic Planning, Product Marketing and Director of Marketing from 1987 until
May 1996. Mr. Raimondi joined the Company in 1987. Since September 1999 Mr.

Raimondi has served as a member of the Board of Directors of The SCO Group,
Inc., (SCO) (formerly Caldera Systems Inc.), a systems software company. Franz L. Cristiani was elected a director of the Company in December 2000.
From 1976 to 1999, Mr. Cristiani was a partner with Arthur Andersen & Company
(Arthur Andersen), specializing in accounting services offered to public
companies. Mr. Cristiani is presently self-employed. Mr. Cristiani has been a
member of the Board of Directors of BioMarin Pharmaceutical Inc. since June
2002 and Natures Sunshine Produce Inc., since May 2004. Mr. Cristiani was a
member of the Board of Directors of U.S. Aggregates, Inc. from December 1999 to
February 2001. Val Kreidel was elected a director of the Company in January 1994. Ms.
Kreidel has served as a financial analyst for NFT Ventures, Inc. and DSC
Ventures, Inc., private investment companies, since May 1989. From May 1985 to
May 1989, Ms. Kreidel served as a Vice President of Atlantic Financial Savings
Bank in its Real Estate Loan Department. Since 1984, Ms. Kreidel has been
employed as an analyst for The Canopy Group, Inc. (Canopy), a technology
investment company. 1




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Darcy G. Mott, a certified public accountant, was elected a director of
the Company in July 2002. Mr. Mott has served as Vice President, Treasurer and
Chief Financial Officer of Canopy since May 1999. Mr. Mott has served as a
member of the Board of Directors of SCO since March 2002. Mr. Mott also serves
as a member of the Board of Directors of various privately held companies. John Repp has been a director of the Company since February 1998. Mr. Repp
has been a sales consultant to several technology firms, including the Company,
since 1996. From 1989 to 1995, Mr. Repp was the Vice President of Sales for
Seagate Technology, Inc. (Seagate), a software developer and manufacturer of
disk drives. Prior to joining Seagate, Mr. Repp spent twenty-two years with
Control Data Corporation in various positions in sales and operations. Kent D. Smith was elected a director of the Company in August 2001. Mr.
Smith has been Vice President, Sales of Wily Technology Inc. since June 2002.
Mr. Smith was a partner with Smith, Diamond and Associates, a consulting firm
specializing in sales and services consulting for technology companies, from
February 2001 to June 2002. From 1995 to 2001, Mr. Smith was an Executive Vice
President for Worldwide Sales with Legato Systems, Inc. (Legato), an
organization that delivers worldwide enterprise class software solutions and
services. Prior to that, Mr. Smith was Chief Operating Officer of Legato. From
1994 to 1995, Mr. Smith was Vice President, Emerging Market Products for
Verifone, Inc. (Verifone), a global provider of secure electronic payment
solutions for financial institutions, merchants and consumers. Prior to joining
Verifone, Mr. Smith served as General Manager of IBM Corporation, China, from
1989 to 1993, and as a sales representative, sales manager, sales executive and
regional manager of IBM Corporation from 1974 to 1988. Ralph J. Yarro, III was elected a director of the Company in March 2000.
Mr. Yarro has worked for Canopy since April 1995 and is currently Canopys
President, Chief Executive Officer and a member of its Board of Directors. Mr.
Yarro is also the Chairman of the Board of Directors of SCO since September
1998. Mr. Yarro also serves as a member of the Board of Directors of various
privately held companies. Michael Pehl was elected a director of the Company in June 2004. Mr. Pehl
is an Operating Partner of Advent International Corporation. Prior to working
with Advent, he was President and COO of Razorfish Inc., which he joined in
1999 following the merger of Razorfish and iCube. Mr. Pehl was Chairman and
CEO of iCube from 1996 to 1999. Prior to iCube, he founded and spearheaded
International Consulting Solutions (ICS), an SAP implementation and business
process consultancy. EXECUTIVE OFFICERS The following table sets forth the names and ages of all executive
officers of the Company as of July 9, 2004. A summary of the background and
experience of each of these individuals is set forth below. NAME
    
    AGE
    
    POSITION(S)Thomas P. Raimondi,Jr.
    
    46
    
    Chairman, President and Chief Executive OfficerKeith Clark
    
    51
    
    Executive Vice President Worldwide OperationsTodd Schaeffer
    
    38
    
    Chief Financial Officer and SecretaryRichard L. Ruskin
    
    45
    
    Executive Vice President for Sales and MarketingBill Decker
    
    62
    
    Senior Vice President of the Office of the PresidentNick Boland
    
    48
    
    Senior Vice President European Finance
 Thomas P. Raimondi, Jr. was named President and Chief Executive Officer of
the Company in December 1999 and Chairman of the Board of Directors in July
2002. From April 2001 until July 2002, Mr. Raimondi was Vice Chairman of the
Board of Directors. From July 1998 to December 1999, Mr. Raimondi was the
Companys Chief Operating Officer. Mr. Raimondi served as Senior Vice President
and General Manager from May 1996 until July 1998 and was Vice President,
Strategic Planning, Product Marketing and Director of Marketing from 1987 until
May 1996. Mr. Raimondi joined the Company in 1987. Since September 1999 Mr.
Raimondi has served as a member of the Board of Directors of SCO. Keith Clark was named our Executive Vice President Worldwide Operations in
February 2003. Mr. Clark was our Senior Vice President and General Manager
Europe from April 2000 to February 2003 and our Vice President European
Operations from April 1994 to April 2000. Mr. Clark joined the Company in
January 1990 as European Client Services 2




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Manager. Before joining the Company, Mr. Clark served in a number of
senior-management positions within Europe during a ten-year period for System
Industries, Inc., a data-storage company in the DEC marketplace. Todd Schaeffer was named our Chief Financial Officer in August 2003. Mr.
Schaeffer was our Vice President, Corporate Controller and Chief Accounting
Officer from September 2001 to August 2003. Mr. Schaeffer served as Director
of Accounting and Finance from June 2000 to September 2001 and Manager of
Financial Planning and Analysis from June 1998 to May 2000. Mr. Schaffer joined
the Company in 1995 and was our Senior Financial Analyst from February 1995 to
June 1998. Before joining MTI, from September 1992 to February 1995, Mr.
Schaeffer was a Senior Accountant at KPMG LLP. Richard L. Ruskin was named Executive Vice President for Sales and
Marketing in September 2003. Mr. Ruskin rejoins the Company in the role he
held at MTI from 1997- 2001. Mr. Ruskin spent a total of 11 years at MTI,
starting as Regional Sales Manager in 1990 and eventually running the sales and
marketing efforts for several years. Between 2001 and 2003, Mr. Ruskin ran the
sales and Field Operations organization for Storability Software, a provider of
Storage management software. Prior to joining MTI in 1990, Mr. Ruskin spent
seven years in various Sales Management positions at System Industries, a
pioneer in the plug compatible storage industry. Mr. Ruskin has now spent the
last 20 years exclusively in the data storage business. Bill Decker was named Senior Vice President of the Office of the President
in March 2003. Mr. Decker was our Senior Vice President of Business
Development from March 1997 to March 2003. Mr. Decker joined the Company in
March 1995 as Sales Manager. Prior to joining the Company, Mr. Decker served in
Sales and Operations as a Partner in National Peripherals Inc. (NPI), for 6
years, prior to MTI acquiring NPI in 1995. Prior to NPI, Mr. Decker served 10
years with ADP in various executive level positions managing sales and service
operations. 10 years prior were spent with Central Data Corporation in sales
and sales management, selling large scale computer systems and peripheral
products. Mr. Decker has 40 years experience in the data storage industry. Nick Boland was named our Senior Vice President European Finance in April
2000. Mr. Boland was our Vice President European Finance from April 1994 to
April 2000 and our European Financial Controller from December 1993 to April
1994. Mr. Boland joined the Company in December 1993 as European Financial
Controller. Before joining the Company, Mr. Boland served in a number of
senior-management positions within Europe during a ten-year period for System
Industries, Inc., a data-storage company in the DEC marketplace. AUDIT COMMITTEE The members of the Audit Committee during fiscal year 2004 were Messrs.
Cristiani, Repp and Smith. The Board of Directors has determined that the
members of the Audit Committee are independent, as that term is defined in Rule
4200(a)(14) of the Nasdaq Rules. Mr. Cristiani was a partner with Arthur Andersen from 1976 to 1999,
specializing in the auditing of public companies. The Board of Directors has
determined, in accordance with Section 407 of the Securities Exchange Act of
1934, as amended, that Mr. Cristiani is an Audit Committee financial expert. STOCKHOLDER RECOMMENDATION OF BOARD CANDIDATES Any stockholder desiring to submit a recommendation for consideration by
the Nominating Committee of a candidate that the stockholder believes is
qualified to be a Board nominee at any upcoming stockholders meeting may do so
by submitting that recommendation in writing to the Nominating Committee not
later 120 days prior to the first anniversary of the date on which the proxy
materials for the prior years annual meeting were first sent to stockholders.
However, if the date of the upcoming annual meeting has been changed by more
than 30 days from the date of the prior years meeting, the recommendation must
be received within a reasonable time before the Company begins to print and
mail its proxy materials for the upcoming annual meeting. In addition, the
recommendation should be accompanied by the following information: (i) the name
and address of the nominating stockholder and of the person or persons being
recommended for consideration as a candidate for Board membership; (ii) the
number of shares of voting stock of the Company that are owned by the
nominating stockholder, his or her recommended candidate and any other
stockholders known by the nominating stockholder to be supporting the
candidates nomination; (iii) a description of any arrangements or
understandings, that relate to the election of directors of the Company,
between the nominating stockholder, or any person that (directly or indirectly
through one or more intermediaries) controls, or is controlled by, or is under
common control with, such stockholder and any other person or 3




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persons (naming such other person or persons); (iv) such other information
regarding each such recommended candidate as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission; and (v) the written consent of each such recommended
candidate to be named as a nominee and, if nominated and elected, to serve as a
director. Such nominations should be sent to the Nominating Committee care of
the Corporate Secretary, MTI Technology Corporation, 14661 Franklin Avenue,
Tustin, California 92780. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities and Exchange Act of 1934, as amended,

requires that the Companys executive officers and directors file reports of
beneficial ownership on Form 3 and changes in beneficial ownership on Forms 4
and 5 with the Securities and Exchange Commission (SEC). Based solely on its
review of the Forms 3, 4 and 5 filed on behalf of its executive officers and
directors, the Company believes that, during the fiscal year ended April 3,
2004, all Section 16(a) filing requirements applicable to its executive
officers and directors were complied with pursuant to the SEC rules. CODE OF BUSINESS CONDUCT We have adopted a Code of Business Conduct for our directors, officers and
employees, that also includes specific ethical policies and principles that
apply to our Chief Executive Officer and other key accounting and financial
personnel. Copies of our Code of Business Conduct can be found on our website
at www.mti.com. We intend to disclose, at this location on our website, any
amendments to that Code and any waivers of the requirements of that Code that
may be granted to our Chief Executive Officer or Chief Financial Officer. 
 ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHER INFORMATION The following table sets forth for each of the Companys last three
completed fiscal years the compensation of Thomas P. Raimondi, Jr., the
Companys Chairman, President and Chief Executive Officer, and the four most
highly compensated executive officers as of the fiscal year ended April 3,
2004, other than Mr. Raimondi whose total annual salary and bonus for the last
fiscal year exceeded $100,000 (collectively, the Named Executive Officers). 4




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SUMMARY COMPENSATION TABLE LONG TERMCOMPENSATIONAWARDSANNUAL COMPENSATION
    
    NUMBER OFSECURITIESOTHER ANNUAL
    
    UNDERLYING
    
    ALL OTHERCOMPENSATION
    
    OPTIONS
    
    COMPENSATIONNAME AND PRINCIPAL POSITION
    
    YEAR
    
    SALARY ($)
    
    BONUS ($)
    
    ($)
    
    (#)
    
    ($)Thomas P. Raimondi,Jr.
    
    
    2004
    
    
    
    337,000
    
    
    
    
    
    
    
    *
    
    
    
    450,000
    
    
    
    30,968
    (2)President, Chief Executive
    
    
    2003
    
    
    
    353,687
    
    
    
    
    
    
    
    *
    
    
    
    336,000
    
    
    
    18,653
    (1)Officer and Chairman of the
    
    
    2002
    
    
    
    398,846
    
    
    
    
    
    
    
    *
    
    
    
    53,125
    
    
    
    19,934
    (1)BoardKeith Clark
    
    
    2004
    
    
    
    330,333
    (3)
    
    
    26,782
    
    
    
    41,218
    (4)
    
    
    200,000
    
    
    
    6,222
    (5)Executive Vice President,
    
    
    2003
    
    
    
    302,619
    (3)
    
    
    
    
    
    
    31,821
    (4)
    
    
    250,000
    
    
    
    6,111
    (5)Worldwide Operations
    
    
    2002
    
    
    
    271,908
    (3)
    
    
    
    
    
    
    *
    
    
    
    31,250
    
    
    
    3,132
    (5)Todd Schaeffer
    
    
    2004
    
    
    
    192,461
    
    
    
    
    
    
    
    *
    
    
    
    200,000
    
    
    
    3,497
    (2)Chief Financial Officer and
    
    
    2003
    
    
    
    160,625
    
    
    
    5,000
    
    
    
    *
    
    
    
    55,000
    
    
    
    884
    (2)Secretary
    
    
    2002
    
    
    
    125,942
    
    
    
    154
    
    
    
    *
    
    
    
    55,579
    
    
    
    Nick Boland(6)
    
    
    2004
    
    
    
    340,414
    (7)
    
    
    
    
    
    
    52,566
    (8)
    
    
    150,000
    
    
    
    8,420
    (9)Senior Vice President,
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    European Finance
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard L. Ruskin(10)
    
    
    2004
    
    
    
    158,654
    
    
    
    
    
    
    
    *
    
    
    
    200,000
    
    
    
    618
    (2)Executive Vice President,
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sales and Marketing
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   *
    
    Amount does not exceed the lesser of $50,000 or ten percent of the
total annual salary and bonus reported for the individual.  (1)
    
    Includes the amounts of $18,013 and $19,081 for medical
reimbursements for fiscal year 2003 and 2002, respectively. Also
includes the amounts of $640 and $853 for life insurance premium paid by
the Company for fiscal year 2003 and 2002, respectively, with respect to
term life insurance for the benefit of the Named Executive Officers.(2)
    
    Represents medical reimbursements.(3)
    
    Mr. Clarks salary was paid in British Pounds and translated to U.S.
Dollars at the applicable exchange rates. The annual increases were due
to the weakening U.S. Dollar against the British Pound.(4)
    
    Includes the amounts of $22,025 and $17,024 for auto allowance for
fiscal year 2004 and 2003, respectively. Also includes the amounts of
$19,193 and $14,797 for pension for fiscal year 2004 and 2003,
respectively.(5)
    
    Includes the amount of $2,506 and $2,732 for medical reimbursements
for fiscal year 2004 and 2003, respectively. Also includes the amounts
of $3,716, $3,379 and $3,132 for life insurance premium paid by the
Company for fiscal year 2004, 2003 and 2002, respectively, with respect
to term life insurance for the benefit of the Named Executive Officers.(6)
    
    Mr. Boland was elected as an officer of the Company on August 21,
2003.(7)
    
    Mr. Bolands salary was paid in Euro and translated to U.S. Dollars
at the applicable exchange rates.(8)
    
    Includes the amounts of $27,107 for auto allowance and $25,459 for
pension for fiscal year 2004.(9)
    
    Includes the amount of $4,100 for medical reimbursements for fiscal
year 2004. Also includes the amounts of $4,320 for life insurance
premium paid by the Company for fiscal year 2004, with respect to term
life insurance for the benefit of the Named Executive Officers.(10)
    
    Mr. Ruskin was elected as an officer of the Company on November 19,
2003. SUMMARY OF OPTION GRANTS The following table sets forth the individual grants of stock options made
by the Company during the fiscal year ended April 3, 2004 to each of the Named
Executive Officers. 5




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OPTION GRANTS IN LAST FISCAL YEAR POTENTIALREALIZABLEINDIVIDUAL GRANTS
    
    VALUE AT ASSUMEDANNUAL RATES OFNUMBER OF
    
    % OF TOTAL
    
    
    
    
    
    
    
    
    
    STOCK PRICESECURITIES
    
    OPTIONS
    
    
    
    
    
    
    
    
    
    APPRECIATIONUNDERLYING
    
    GRANTED TO
    
    
    
    
    
    
    
    
    
    FOR OPTION TERM(2)OPTIONS
    
    EMPLOYEES
    
    EXERCISEGRANTED
    
    IN FISCAL
    
    PRICE
    
    EXPIRATION
    
    5%
    
    10%NAME
    
    (#)
    
    YEAR(1)
    
    ($/SH)(1)
    
    DATE
    
    ($)
    
    ($)Thomas P. Raimondi,Jr.(3)
    
    
    450,000
    
    
    
    13
    %
    
    
    2.20
    
    
    
    11/19/2013
    
    
    
    622,606
    
    
    
    1,577,805Todd Schaeffer(3)
    
    
    200,000
    
    
    
    6
    %
    
    
    2.20
    
    
    
    11/19/2013
    
    
    
    276,714
    
    
    
    701,247Keith Clark(3)
    
    
    200,000
    
    
    
    6
    %
    
    
    2.20
    
    
    
    11/19/2013
    
    
    
    276,714
    
    
    
    701,247Nick Boland(3)
    
    
    150,000
    
    
    
    4
    %
    
    
    2.20
    
    
    
    11/19/2013
    
    
    
    207,535
    
    
    
    525,935Richard L. Ruskin(4)
    
    
    200,000
    
    
    
    6
    %
    
    
    1.75
    
    
    
    09/22/2013
    
    
    
    220,113
    
    
    
    557,810
   (1)
    
    Based on an aggregate of 3,385,000 options granted to directors and
employees of the Company in fiscal year 2004, including the Named
Executive Officers.(2)
    
    The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming that
the stock price appreciates at the indicated annual rate compounded
annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the option holder is possible unless the stock price
increases over the option term.(3)
    
    These options will fully vest on November 19, 2006.(4)
    
    These options will fully vest on September 22, 2005. All options grants presented within this table have provisions accelerating the
vesting in the event of a change in control. SUMMARY OF OPTIONS EXERCISED The following table sets forth information concerning exercises of stock
options during the year ended April 3, 2004 by each of the Named Executive
Officers and the value of unexercised options at April 3, 2004. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES NUMBER OF
    
    VALUE OFSECURITIES
    
    UNEXERCISEDUNDERLYING
    
    IN-THE-MONEYUNEXERCISED
    
    OPTIONSOPTIONS AT FISCAL
    
    AT FISCAL YEARSHARES
    
    
    
    YEAR END (#)
    
    END($)ACQUIRED ON
    
    VALUEEXERCISE
    
    REALIZED(1)
    
    EXERCISABLE/
    
    EXERCISABLE/NAME
    
    (#)
    
    ($)
    
    UNEXERCISABLE
    
    UNEXERCISABLE(2)Thomas P. Raimondi,Jr.
    
    
    
    
    
    
    
    
    
    
    733,663/343,812
    
    
    
    15,583/265,440Todd Schaeffer
    
    
    
    
    
    
    
    
    
    
    152,580/209,999
    
    
    
    252,966/261,585Keith Clark
    
    
    
    
    
    
    
    
    
    
    551,250/262,500
    
    
    
    779,843/368,906Nick Boland
    
    
    
    
    
    
    
    
    
    
    382,938/195,312
    
    
    
    371,768/245,507Richard L. Ruskin
    
    
    
    
    
    
    
    
    
    
    50,000/150,000
    
    
    
    82,500/247,500
   (1)
    
    Value realized is based on estimated fair market value of Common Stock on
the date of exercise minus the exercise price.(2)
    
    Value is based on the closing price of the Companys Common Stock on the
Nasdaq SmallCap Market as of April 2, 2004 ($3.40), minus the exercise
price. DIRECTORS FEES AND OPTIONS Each non-employee director received annual compensation in the amount of
$25,000, paid in quarterly installments at the beginning of each fiscal
quarter. In addition, each Compensation Committee member, Audit Committee
member, Chair of the Audit Committee and Lead Director received annual fees of
$2,500, $5,000, $5,000 and $15,000 respectively. The 6




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Companys employee director, Mr. Raimondi, did not receive any cash
compensation for serving on the Board of Directors for the fiscal year ended
April 3, 2004, but was reimbursed for expenses incurred in attending the
meetings. Since February 1999, the Company has included each non-employee
director with the named executives of the Company in the Companys executive
medical plan. During fiscal 2004, the Company paid $11,553, $12,403 and $413
for medical expenses not otherwise covered by insurance for Messrs. Repp,
Cristiani and Smith, respectively. Since March 2000, the Company has included each non-employee director with
the named executives of the Company in the Companys investment and tax
planning program. During fiscal year 2004, no expenses were reimbursed to, or
fees incurred on behalf of, any director under this program. Each non-employee director of the Company is granted a nonqualified option
to purchase 50,000 shares of Common Stock under the 2001 Non-Employee Director
Option Program (the Program) upon election or appointment to the Board of
Directors. These options will vest and become exercisable in three equal
installments on each anniversary of the grant date. In addition, the Program
provides that each non-employee director who is a director immediately prior to
an annual meeting of the Companys stockholders and who continues to be a
director after such meeting, provided that such director has served as such for
at least 11 months, will be granted an option to purchase 25,000 shares of
Common Stock on the related annual meeting date. Options granted under the
Program vest and become appreciable in three equal installments on each
anniversary of their respective grant date. On August 21, 2003, the Company
granted each non-employee director an option to purchase 25,000 shares of
Common Stock with an exercise price of $1.07. SEVERANCE AGREEMENTS The Company has entered into Severance Agreements with all Named Executive
Officers. These agreements have two-year terms and are automatically renewable
for successive one-year terms thereafter. Pursuant to their terms, if the
executives employment with the Company is terminated within 12 months of a
change in control of the Company (as defined in the agreement), the level of
benefits the executive will receive depends on the reason for such termination.
If the termination is for cause (as defined in the agreement), by reason of the
executives disability or death or by the employee for other than good reason
(as defined in the agreement), the Company will pay the employee all accrued,
unpaid compensation, and, except where terminated by the Company for cause, a
pro rata portion of the annual bonus under the Companys bonus plan (no bonus
plan is currently in effect). If the executive is terminated for any other
reason by the Company or the executive terminates his employment with good
reason, the Company will pay to the executive (i) all accrued, unpaid
compensation, (ii) a pro rata portion of the annual bonus under the Companys
bonus plan and (iii) an amount equal to one year of annual base salary and
annual bonus under the bonus plan (no bonus plan is currently in effect), and,
for a period of 12 months following termination, will provide the executive and
his dependents medical insurance benefits. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION As of April 3, 2004, the Compensation Committee consisted of Messrs. Mott,
Repp, and Smith. None of these persons is or has been an officer or employee of
the Company or any of its subsidiaries. In addition, there are no Compensation
Committee interlocks among the Company and other entities involving its
executive officers and members of the Board of Directors who serve as executive
officers of such entities. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee members are Darcy G. Mott, John Repp and Kent
D. Smith. Mr. Smith serves as the Chairman of the Compensation Committee. It
has been determined that the members of the Compensation Committee are
independent under NASD Marketplace Rule 4200 and responsible for establishing
and administering the policies that govern the compensation of executive
officers, including the Chief Executive Officer and the other Named Executive
Officers. The Compensation Committee has furnished the following report on
executive compensation: COMPENSATION COMMITTEE REPORT The Compensation Committee (Committee) of the Board of Directors reviews
and administers the Companys various incentive plans, including the cash
compensation levels of members of management, the Companys bonus plan and the
Companys stock incentive plans. 7




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General Compensation Policy.The Committees fundamental compensation
policy is to make a substantial portion of an executives total potential
compensation contingent upon the financial performance of the Company.
Accordingly, in addition to each executives base salary, the Company offers
stock option awards to provide incentives to the executive officers through an
equity interest in the Company. The Committee believes that the stockholders
benefit by aligning the long-term interests of stockholders and employees. Stock Option Awards.The Company has granted stock options under its
various stock option plans generally at prices equal to the fair market value
of the Companys Common Stock at the date of grant. The grants to executive
officers are based on their responsibilities and relative positions in the
Company and are considered an integral component of total compensation. The
Committee believes the granting of options to be beneficial to stockholders,
because such grants increase managements incentive to enhance stockholder
value. Option grants were proposed by the Chief Executive Officer and reviewed
by the Committee based on the individuals potential contribution to the
Companys overall performance. No specific quantitative weight was given to any
particular performance measure. The Committee believes that stock option grants
are necessary to retain and motivate key employees of the Company. Chief Executive Officer Compensation.In March 2000, the base annual
salary rate of Mr. Raimondi, the Chief Executive Officer, was set at $425,000
upon recommendation by the Committee and approval of the Board of Directors.
That salary was determined primarily based upon the Committees review of the
salaries of chief executive officers at companies in the computer industry of
similar size and in the same geographic area as the Company. In July 2002, Mr.
Raimondi voluntarily reduced, on a temporary basis, his base annual salary rate
to assist in the Companys cost-cutting efforts. The reduced salary rate is
still in effect and Mr. Raimondis total annual salary as of the fiscal year
ended April 3, 2004 was $337,000. Mr. Raimondi did not receive an annual cash
bonus in FY2004. At this point in the Companys history, the Committee feels
that equity incentive based compensation for Mr. Raimondi is in the best
interests of the Company and its stockholders, in that it preserves cash, and
is the best method of compensating Mr. Raimondi in that equity incentive
compensation better aligns Mr. Raimondis compensation with the interests of
the Companys stockholders. Stock option grants to Mr. Raimondi are currently
generally determined by the Board of Directors, upon recommendation of the
Committee, based upon operational and financial accomplishments. Mr. Raimondi
was awarded options to purchase 450,000 shares of Common Stock during fiscal
2004. The options were granted on November 19, 2003 at the fair market value
exercise price per share and will fully vest on November 19, 2006. Policy Regarding Deductibility of Compensation.Section 162(m) of the
Internal Revenue Code (Section 162(m)) provides that for federal income tax
purposes, the otherwise allowable deduction for compensation paid or accrued to
a covered employee of a publicly held corporation is limited to no more than $1
million per year. The Company is not presently affected by Section 162(m)
because, for the fiscal year ended April 3, 2004, no executive officers
compensation exceeded $1 million, and the Company does not believe that the
compensation of any executive officer will exceed $1 million for the 2005
fiscal year. Options granted under the Companys Stock Incentive Plan will be
considered performance-based compensation. As performance-based compensation,
compensation attributable to options granted under the Companys Stock
Incentive Plan and awarded to covered employees will not be subject to the
compensation deduction limitations of Section 162(m). COMPENSATION COMMITTEEKent D. Smith, Chairman
Darcy G. Mott
John Repp The foregoing Compensation Committee Report shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates the foregoing Compensation Committee Report
by reference in any such document. 8




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COMPANY STOCK PRICE PERFORMANCE The following performance graph assumes an investment of $100 on March 31,
1999 and compares the change to April 3, 2004 in the market prices of the
Common Stock with a broad market index (Nasdaq Stock Market  U.S.) and an
industry index (Nasdaq Computer Manufacturer Index). The Company paid no
dividends during the periods shown; the performance of the indexes is shown on
a total return (dividend reinvestment) basis. The graph lines merely connect
the prices on the dates indicated and do not reflect fluctuations between those
dates. The following Company Stock Price Performance graph shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates the following Company Stock Price Performance
graph by reference in any such document. COMPARISON OF 60 MONTHS
CUMULATIVE TOTAL RETURN AMONG MTI TECHNOLOGY
CORPORATION, THE NASDAQ STOCK MARKET U.S. AND THE NASDAQ COMPUTER
MANUFACTURER INDEX PERFORMANCE GRAPH (PERFORMANCE GRAPH) 9




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information about stock of the Company that
may be issued upon exercise of options under all of the Companys equity
compensation plans as of April 3, 2004. Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for future issuancesecurities to be
    
    Weighted-average
    
    under equityissued upon
    
    exercise price per
    
    compensation plansexercise of
    
    share of
    
    (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected inand rights
    
    and rights
    
    column(a))Plan
category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    11,047,024
    
    
    $
    4.8065
    
    
    
    2,032,114
    (1)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    11,047,024
    
    
    $
    4.8065
    
    
    
    2,032,114
  (1)
    
    Includes 891,046 shares of Common Stock available for future issuance
under the 2001 Employee Stock Purchase Plan. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of July 9, 2004, by (i) each person
known by the Company to own more than 5% of such shares, (ii) each of the
Companys directors, (iii) the Companys Chief Executive Officer and each of
its named executive officers at April 3, 2004, and (iv) all directors and
executive officers as a group. As of July 9, 2004, there were 34,621,664 issued
and outstanding shares of Common Stock of the Company, not including treasury
shares or shares issuable upon exercise of options or warrants. Ownership
information has been supplied by the persons concerned. 10




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##### Table of Contents



SHARESOWNED(2)
    
    BENEFICIALLYNAME AND ADDRESS OF BENEFICIAL OWNER(1)
    
    NUMBER
    
    PERCENTThe Canopy Group,Inc.(3)
333 South 520 West, Suite 300
Lindon, Utah 84042
    
    
    14,463,285
    
    
    
    41.78
    %Advent
International Corporation(4)
75 State Street, 29th Floor
Boston, MA 02109
    
    
    5,347,671
    
    
    
    13.38
    %Thomas P. Raimondi, Jr.(5)
    
    
    1,269,111
    
    
    
    3.54
    %Franz L. Cristiani(6)
    
    
    85,001
    
    
    
    *Val Kreidel(7)
    
    
    140,001
    
    
    
    *Darcy G. Mott(8)
    
    
    14,504,953
    
    
    
    41.85
    %John Repp(9)
    
    
    80,001
    
    
    
    *Kent D. Smith(10)
    
    
    75,001
    
    
    
    *Ralph J. Yarro, III(11)
    
    
    14,758,286
    
    
    
    42.28
    %Michael Pehl(12)
    
    
    5,347,671
    
    
    
    13.38
    %Keith Clark(13)
    
    
    645,274
    
    
    
    1.83
    %Todd Schaeffer(14)
    
    
    211,391
    
    
    
    *Richard L. Ruskin(15).
    
    
    95,667
    
    
    
    *Bill Decker(16)
    
    
    758,750
    
    
    
    2.17
    %Nick Boland(17)
    
    
    448,047
    
    
    
    1.28
    %All directors and officers as a group (13
persons)(18)
    
    
    23,955,869
    
    
    
    60.80
    %
   *Less than 1%(1)
    
    Unless otherwise indicated, the address for each beneficial owner is
14661 Franklin Avenue, Tustin, CA 92780.(2)
    
    Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the Company believes that the persons
named in this table have sole voting and investment power with respect to
all shares.(3)
    
    Based on the Schedule 13D filed with the SEC on February 24, 2004.(4)
    
    Based on the Schedule 13G filed with the SEC on June 29, 2004.
Includes 1,191,159 shares issuable upon exercise of warrants. The
warrants are exercisable after December 20, 2004. Please see discussion
above under the section Voting at the Annual Meeting regarding the June
2004 private placement and the proxy agreement among Canopy and the
Series A investors.(5)
    
    Includes 1,190,111 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(6)
    
    Represents 85,001 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(7)
    
    Represents 140,001 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(8)
    
    Represents shares owned by Canopy, plus 41,668 shares issuable upon
exercise of options exercisable within 60 days of July 9, 2004. Mr. Mott
is Vice President, Treasurer and Chief Financial Officer of Canopy.
Except to the extent of his pecuniary interest therein, Mr. Mott
disclaims beneficial ownership of all shares held by Canopy.(9)
    
    Represents 80,001 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(10)
    
    Represents 75,001 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(11)
    
    Represents shares owned by Canopy, 10,000 shares owned by Mr. Yarro,
plus 285,001 shares issuable upon exercise of options and warrants
exercisable within 60 days of July 9, 2004. Mr. Yarro is President,
Chief Executive Officer and a member of the Board of Directors of Canopy.
Except to the extent of his pecuniary interest therein, Mr. Yarro
disclaims beneficial ownership of all shares held by Canopy.(12)
    
    Represents shares owned by Advent International Corporation. Mr. Pehl
is an Operating Partner of Advent. Except to the extent of his pecuniary
interest therein, Mr. Pehl disclaims beneficial ownership of all shares
held by Advent. Michael Pehl became a Director on July 17, 2004. Please
see discussion above under the section Voting at the Annual Meeting
regarding the June 2004 private placement and the proxy agreement among
Canopy and the Series A investors.(13)
    
    Includes 645,062 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(14)
    
    Represents 211,391 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(15)
    
    Includes 91,667 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(16)
    
    Includes 338,750 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(17)
    
    Includes 447,047 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2004.(18)
    
    Represents shares held by entities affiliated with directors and
executive officers of the Company as described above, including an
aggregate of 4,821,860 shares issuable upon exercise of stock options and
warrants exercisable within 60 days of July 9, 2004. The warrants held
by Advent are exercisable after December 20, 2004. 11




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In November 2002, the company entered into an agreement with Comerica Bank
for a line of credit of $7,000,000 at an interest rate equal to the prime rate.
The line of credit is secured by a letter of credit that is guaranteed by
Canopy. Canopys guarantee was to mature on November 30, 2003, but on June 30,
2003, the company received an extension on the letter of credit for $7,000,000
until June 30, 2004. On June 18, 2004, the Company received an additional
extension of the letter of credit for $7,000,000 until June 30, 2005. Also on
June 18, 2004, the Company received an additional renewal on the Comerica line
of credit for $7,000,000 until May 31, 2005. Canopys obligations under the
guaranty are secured by a lien in favor of Canopy on all of the Companys
assets. During fiscal year 2004, the Companys total purchases of goods and
services from Directpointe (formerly known as Center 7, Inc.) were $140,000.
Canopy has an equity interest in Directpointe. During fiscal year 2004, the
Companys total sales of goods and services to companies affiliated with Canopy
were $85,000. These purchases and sales were made in the ordinary course of
business on the Companys standard terms and conditions. Thomas P. Raimondi, Jr., our President, Chief Executive Officer and
Chairman of the Board of Directors, is a member of the Board of Directors of
SCO. Mr. Yarro, a director of our Company, is President, Chief Executive
Officer and a member of the Board of Directors of Canopy and is Chairman of the
Board of Directors of SCO. Mr. Mott, a director of our Company, is Vice
President, Treasurer and Chief Financial Officer of Canopy. Canopy beneficially
owns 38.7% of the outstanding shares of common stock of SCO based on the
Definitive Proxy Statement filed with the SEC on February 27, 2004. The Companys certificate of incorporation authorizes the Company to enter
into indemnification agreements with each of its directors and officers. The
Company has entered into indemnification agreements with its directors and
officers, which provide for the indemnification of the Companys directors or
officers against any and all expenses, judgments, fines, penalties and amounts
paid in settlement, to the fullest extent permitted by law. 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES AUDIT, AUDIT-RELATED AND TAX FEES The
following tables present fees for professional services rendered by KPMG
LLP and Grant Thornton LLP for the audit of the Companys annual financial
statements in fiscal year 2003 and 2004, and fees billed for other services
rendered by KPMG LLP and Grant Thornton LLP. FEES PAID TO KPMG LLP Audit
    
    Audit-Related
    
    TaxFees($)
    
    Fees($)(1)
    
    Fees($)(2)2004
    
    
    35,340
    
    
    
    51,100
    
    
    
    78,1852003
    
    
    349,000
    
    
    
    4,200
    
    
    
    170,000
   (1)
    
    Audit related fees consisted principally of audits of financial statements of
certain employee benefit plans.(2)
    
    Other non-audit fees consisted principally of tax compliance and tax
consulting services. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES KPMG LLP performed no services and no fees were incurred or paid relating
to financial information systems design and implementation during fiscal years
2003 and 2004. ALL OTHER FEES No other services and no other fees were incurred or paid to KPMG LLP
during fiscal years 2003 and 2004. 12




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FEES PAID TO GRANT THORNTON LLP Audit
    
    Audit-Related
    
    TaxFees($)
    
    Fees($)(1)
    
    Fees($)(2)2004
    
    
    374,000
    
    
    
    15,000
    
    
    
    83,000
   (1)
    
    Audit related fees consisted principally of reviews of registration
statements, issuance of consents and audits of financial statements of
certain employee benefit plans.(2)
    
    Other non-audit fees consisted principally of tax compliance and tax
consulting services. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES Grant Thornton LLP performed no services and no fees were incurred or paid
relating to financial information systems design and implementation during
fiscal year 2004. ALL OTHER FEES No other services and no other fees were incurred or paid to Grant
Thornton LLP during fiscal year 2004. POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITOR Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and
overseeing the work of the independent auditor. In recognition of this
responsibility, the Audit Committee has established a policy to pre-approve all
audit and permissible non-audit services provided by the independent auditor. Prior to engagement of the independent auditor for the next years audit,
the Companys management will submit an aggregate of services expected to be
rendered during that year for each of four categories of services to the Audit
Committee for approval.  1.
    
    Audit services include audit work performed in the
preparation of financial statements, as well as work that generally
only the independent auditor can reasonably be expected to provide,
including comfort letters, statutory audits, and attest services and
consultation regarding financial accounting and/or reporting
standards.2.
    
    Audit-related services are for assurance and related services
that are traditionally performed by the independent auditor,
including review of registration statements, issuances of consents,
due diligence related to mergers and acquisitions, employee benefit
plan audits, and special procedures required to meet certain
regulatory requirements.3.
    
    Tax services include all services performed by the
independent auditors tax personnel except those services
specifically related to the audit of the financial statements, and
includes fees in the areas of tax compliance, tax planning, and tax
advice.4.
    
    Other fees are those associated with services not captured in
the other categories. The Company generally doesnt request such
services from the independent auditor. Prior to engagement, the Audit Committee pre-approves these services by
category of service. The fees are budgeted and the Audit Committee requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Audit Committee requires specific pre-approval before
engaging the independent auditor. 13




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The Audit Committee may delegate pre-approval authority to one or more of
its members. The member to whom such authority is delegated must report, for
informational purposes only, any pre-approval decisions to the Audit Committee
at its next scheduled meeting. 14




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 30th day of
July 2004. MTI TECHNOLOGY CORPORATION/s/ THOMAS P. RAIMONDI, JR.By:  Thomas P. Raimondi, Jr.Chairman, President and
Chief Executive Officer
(Principal Executive Officer) /s/ TODD SCHAEFFERBy:   Todd SchaefferChief Financial Officer and Secretary
(Principal Financial Officer)




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EXHIBIT INDEX ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.