##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED APRIL 2, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO  .
 COMMISSION FILE NUMBER 0-23418
 MTI TECHNOLOGY CORPORATION
  DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
    
    95-3601802
(I.R.S. EMPLOYER IDENTIFICATION NO.)
 
    
 þ o
 o þ
   o




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEXHIBIT INDEXEXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2    Table of Contents  EXPLANATORY NOTE
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   Directors
 NAME
    
    AGE
    
    POSITION(S)
    
    COMMITTEE(S)Thomas P. Raimondi, Jr.
    
    
    47
    
    
    Chairman of the
Board of Directors,
President and Chief
Executive Officer,
NomineeLawrence P. Begley
    
    
    49
    
    
    Director, Nominee
    
    Audit, Compensation and NominatingFranz L. Cristiani(1)
    
    
    63
    
    
    Director, Nominee
    
    Audit and NominatingWilliam Mustard
    
    
    52
    
    
    Director, NomineeMichael Pehl(2)
    
    
    43
    
    
    Director, Nominee
    
    Compensation and NominatingJohn T. Repp
    
    
    66
    
    
    Director, Nominee
    
    CompensationKent D. Smith(3)
    
    
    56
    
    
    Director, Nominee
    
    Audit and Compensation
 
 (1)
    
    Chairman of the Audit Committee and Lead Director.(2)
    
    Chairman of the Nominating Committee, Series A Director.(3)
    
    Chairman of the Compensation Committee.    1




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##### Table of Contents



Executive Officers
  NAME
    
    AGE
    
    POSITION(S)Thomas P. Raimondi, Jr.
    
    
    47
    
    
    Chairman, President and Chief
Executive OfficerJon Caputo
    
    
    59
    
    
    Executive Vice President,
Worldwide OperationsKeith Clark
    
    
    51
    
    
    Executive Vice President,
European OperationsScott Poteracki
    
    
    52
    
    
    Executive Vice President,
Chief Financial Officer and
SecretaryRichard L. Ruskin
    
    
    46
    
    
    Executive Vice President,
U.S. Sales and Marketing
  2




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Audit Committee
   Stockholder Recommendation of Board Candidates
  3




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct
  4




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation of Directors and Executive Officers And Other Information
  SUMMARY COMPENSATION TABLE
 ANNUAL COMPENSATION
    
    

LONG TERM COMPENSATION AWARDSOTHER
    
    
    
    
    
    
    NUMBER OFANNUAL
    
    
    RESTRICTED
    
    
    SECURITIES
    
    
    ALL OTHERCOMPEN
    
    
    STOCK
    
    
    UNDERLYING
    
    
    COMPEN-NAME AND PRINCIPAL
    
    
    
    
    
    SALARY
    
    
    BONUS
    
    
    -SATION
    
    
    AWARD(S)
    
    
    OPTIONS
    
    
    SATIONPOSITION
    
    YEAR
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    ($)Thomas P. Raimondi, Jr.
    
    
    2005
    
    
    
    337,000
    (1)
    
    
    
    
    
    
    *
    
    
    
    540,000
    (2)
    
    
    300,000
    
    
    
    39,784
    (3)President, Chief
    
    
    2004
    
    
    
    337,000
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    450,000
    
    
    
    30,968
    (4)Executive Officer
    
    
    2003
    
    
    
    353,687
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    336,000
    
    
    
    18,653
    (3)and Chairman of
the BoardNick Boland(5)
    
    
    2005
    
    
    
    359,847
    (6)
    
    
    
    
    
    
    57,093
    (7)
    
    
    
    
    
    
    
    
    
    
    8,293
    (8)Senior Vice President,
    
    
    2004
    
    
    
    340,414
    (6)
    
    
    
    
    
    
    52,566
    (7)
    
    
    
    
    
    
    150,000
    
    
    
    8,420
    (8)European FinanceKeith Clark
    
    
    2005
    
    
    
    362,657
    (9)
    
    
    
    
    
    
    47,368
    (10)
    
    
    
    
    
    
    90,000
    
    
    
    6,756
    (11)Executive Vice
    
    
    2004
    
    
    
    330,333
    (9)
    
    
    26,782
    
    
    
    41,218
    (10)
    
    
    
    
    
    
    200,000
    
    
    
    6,222
    (11)President, European
    
    
    2003
    
    
    
    302,619
    (9)
    
    
    
    
    
    
    31,821
    (10)
    
    
    
    
    
    
    250,000
    
    
    
    6,111
    (11)OperationsScott Poteracki(12)
    
    
    2005
    
    
    
    109,039
    (13)
    
    
    25,000
    
    
    
    79,500
    (14)
    
    
    
    
    
    
    350,000
    
    
    
    6,018
    (15)Executive Vice
President, Chief
Financial Officer
and SecretaryRichard L. Ruskin(16)
    
    
    2005
    
    
    
    364,447
    (17)
    
    
    10,379
    
    
    
    *
    
    
    
    
    
    
    
    150,000
    
    
    
    8,529
    (18)Executive Vice
    
    
    2004
    
    
    
    158,654
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    200,000
    
    
    
    618
    (4)President, U.S. Sales
And Marketing
 
 *
    
    Amount does not exceed the lesser of $50,000 or ten percent of the total annual salary and
bonus reported for the individual.(1)
    
    Effective May 25, 2005, Mr. Raimondis annual base salary was increased from $337,000 to
$400,000.(2)
    
    200,000 shares of Restricted Stock awarded on February 10, 2005, multiplied by the closing
price of our Common Stock on the Nasdaq SmallCap Market on February 10, 2005 ($2.70). Shares
vest over 3 years, 33.33% on the first anniversary of the date of grant and the remaining
unvested shares will vest 4.16% at the end of the 13th month and each month
thereafter.(3)
    
    Includes the amounts of $36,812 and $18,013 for medical reimbursements for fiscal year 2005
and 2003, respectively. Also includes the amounts of $830 and $640 for life insurance premium
for fiscal year 2005 and 2003, respectively, paid by us with respect to term life insurance
for the benefit of the Named Executive Officers. Also includes the amount of $2,142 for
reimbursement of tax planning expenses incurred by Mr. Raimondi for fiscal year 2005.(4)
    
    Represents medical reimbursements.(5)
    
    Mr. Boland was elected as an officer on August 21, 2003 and his employment terminated on May
31, 2005. Pursuant to the terms of the Severance and Release Agreement between Mr. Boland and
us, Mr. Boland received severance benefits on June 30, 2005, as more fully described under
Certain Relationships and 5




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Related Transactions and in the Severance and Release Agreement, included as an exhibit to
the Form 8-K filed with the SEC on April 6, 2005.(6)
    
    Mr. Bolands salary was paid in Euro and translated to U.S. Dollars at the applicable
exchange rates. The annual increases were due to the weakening U.S. Dollar.(7)
    
    Includes the amounts of $30,306 and $27,107 for auto allowance for fiscal year 2005 and 2004,
respectively. Also includes the amounts of $26,787 and $25,459 for pension for fiscal year
2005 and 2004, respectively.(8)
    
    Includes the amounts of $3,757 and $4,100 for medical reimbursements for fiscal year 2005 and
2004, respectively. Also includes the amounts of $4,536 and $4,320 for life insurance premium
paid by us for fiscal year 2005 and 2004, respectively, with respect to term life insurance
for the benefit of the Named Executive Officers.(9)
    
    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. Mr. Clarks annual base salary has not changed since fiscal year 2002.(10)
    
    Includes the amounts of $26,528, $22,025, and $17,024 for auto allowance for fiscal year
2005, 2004, and 2003, respectively. Also includes the amounts of $20,840, $19,193, and
$14,797 for pension for fiscal year 2005, 2004, and 2003, respectively.(11)
    
    Includes the amounts of $2,721, $2,506, and $2,732 for medical reimbursements for fiscal year
2005, 2004, and 2003, respectively. Also includes the amounts of $4,035, $3,716, and $3,379
for life insurance premium paid by us for fiscal year 2005, 2004, and 2003, respectively, with
respect to term life insurance for the benefit of the Named Executive Officers.(12)
    
    Mr. Poteracki joined us in November 2004.(13)
    
    Mr. Poterackis current annual base salary is $270,000.(14)
    
    Includes the amounts of $4,500 for auto allowance and $75,000 for relocation costs for fiscal
year 2005.(15)
    
    Includes the amounts of $4,410 for medical reimbursements and $1,607 for life insurance
premium paid by us for fiscal year 2005 with respect to term life insurance for the benefit of
the Named Executive Officers.(16)
    
    Mr. Ruskin joined us in September 2003.(17)
    
    Includes the amount of $139,447 for commissions. Mr. Ruskins current annual base salary is
$225,000.(18)
    
    Includes the amounts of $7,974 for medical reimbursements and $555 for life insurance premium
paid by us for fiscal year 2005 with respect to term life insurance for the benefit of the
Named Executive Officers. 6




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Summary of Option Grants
  OPTION GRANTS IN LAST FISCAL YEAR
 POTENTIAL REALIZABLEINDIVIDUAL GRANTS
    
    
    
    
    
    
    
    
    
    
    VALUE AT ASSUMEDNUMBER OF
    
    
    % OF TOTAL
    
    
    
    
    
    
    
    
    
    
    ANNUAL RATES OFSECURITIES
    
    
    OPTIONS
    
    
    
    
    
    
    
    
    
    
    STOCK PRICEUNDERLYING
    
    
    GRANTED TO
    
    
    
    
    
    
    
    
    
    
    APPRECIATIONOPTIONS
    
    
    EMPLOYEES
    
    
    EXERCISE
    
    
    
    
    
    
    FOR OPTION TERM(2)GRANTED
    
    
    IN FISCAL
    
    
    PRICE
    
    
    EXPIRATION
    
    
    5%
    
    
    10%NAME
    
    (#)
    
    
    YEAR(1)
    
    
    ($/SH)(1)
    
    
    DATE
    
    
    ($)
    
    
    ($)Thomas P. Raimondi, Jr.(3)
    
    
    300,000
    
    
    
    13
    %
    
    
    2.70
    
    
    
    02/10/2015
    
    
    
    509,404.65
    
    
    
    1,290,931.39Keith Clark(3)
    
    
    90,000
    
    
    
    4
    %
    
    
    2.70
    
    
    
    02/10/2015
    
    
    
    152,821.39
    
    
    
    387,279.42Scott Poteracki(4)
    
    
    350,000
    
    
    
    15
    %
    
    
    1.74
    
    
    
    11/11/2014
    
    
    
    382,996.83
    
    
    
    970,589.16Richard L. Ruskin(4)
    
    
    150,000
    
    
    
    6
    %
    
    
    1.74
    
    
    
    11/11/2014
    
    
    
    164,141.50
    
    
    
    415,966.78
 
 (1)
    
    Based on an aggregate of 2,331,000 options granted to directors and employees in fiscal year
2005, 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)
    
    Messrs. Raimondi and Clark received options to purchase common stock on February 10, 2005.
An aggregate of 1/6 of the shares of common stock subject to the options will vest six months
from the February 10, 2005 grant date of the options. The remainder of the shares of common
stock subject to the options will vest in equal monthly installments over the 30-month period
thereafter, with the options becoming fully vested on February 10, 2008, or three years from
the grant date.(4)
    
    Messrs. Poteracki and Ruskin received options to purchase common stock on November 11, 2004.
An aggregate of 1/6 of the shares of common stock subject to the options vested six months
from the November 11, 2004 grant date of the options. The remainder of the shares of common
stock subject to the options will vest in equal monthly installments over the 30-month period
thereafter, with the options becoming fully vested on November 11, 2007, or three years from
the grant date.  Summary of Options Exercised
  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
 NUMBER OF SECURITIESUNDERLYING UNEXERCISED
    
    
    VALUE OF UNEXERCISEDSHARES
    
    
    
    
    
    
    OPTIONS AT FISCAL
    
    
    IN-THE-MONEY OPTIONSACQUIRED ON
    
    
    VALUE
    
    
    YEAR END (#)
    
    
    AT FISCAL YEAR END($)EXERCISE
    
    
    REALIZED(1)
    
    
    EXERCISABLE/
    
    
    EXERCISABLE/NAME
    
    (#)
    
    
    ($)
    
    
    UNEXERCISABLE
    
    
    UNEXERCISABLE(2)Thomas P. Raimondi, Jr.
    
    
    
    
    
    
    
    
    
    
    738,839/549,899
    
    
    
    205,510/0Nick Boland
    
    
    
    
    
    
    
    
    
    
    527,748/50,502
    
    
    
    127,562/0Keith Clark
    
    
    
    
    
    
    
    
    
    
    696,435/207,315
    
    
    
    301,458/0Scott Poteracki
    
    
    
    
    
    
    
    
    
    
    0/350,000
    
    
    
    0/0Richard L. Ruskin
    
    
    
    
    
    
    
    
    
    
    150,000/200,000
    
    
    
    0/0
 7




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(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 our Common Stock on the Nasdaq SmallCap Market as of
April 2, 2005 ($1.69), minus the exercise price. Directors Fees and Options
    Employment and Severance Arrangements
    
    
    any incentive payments earned will be paid during the first quarter following the
close of the current fiscal year;
 8




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
    
    annual operating profitability for the Company, as determined by the Compensation
Committee in its discretion, is a prerequisite for any annual incentive payments; and
    
    the specific incentive elements for each executive will be established by the
Compensation Committee based on the approved annual financial plan.
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report on Executive Compensation
  Compensation Committee Report
  General Compensation Policy.
 Stock Option Awards.
 Chief Executive Officer Compensation.
 9




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Policy Regarding Deductibility of Compensation.
 COMPENSATION COMMITTEE
Kent D. Smith, Chairman
Lawrence P. Begley
Michael Pehl
John T. Repp  Company Stock Price Performance
   10




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
MATTERS
 Securities Authorized For Issuance Under Equity Compensation Plans
  Number ofsecuritiesNumber of
    
    
    
    
    
    remainingsecurities to
    
    Weighted
    
    available forbe issued
    
    -average
    
    future issuanceupon exercise
    
    exercise price
    
    under equityof
    
    per share of
    
    compensationoutstanding
    
    outstanding
    
    plans (excludingoptions,
    
    options,
    
    securitieswarrants and
    
    warrants and
    
    reflected inrights
    
    rights
    
    column(a))Plan category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    13,546,274
    
    
    $
    4.15
    
    
    
    1,198,893
    (1)(2)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    13,546,274
    
    
    $
    4.15
    
    
    
    1,198,893
 
 (1)
    
    Includes 788,091 shares of common stock currently available for future issuance under our
2001 Employee Stock Purchase Plan.(2)
    
    Each January 1, the aggregate number of shares of common stock available for issuance under
our 2001 Stock Incentive Plan is increased by a number equal to three percent (3%) of the
number of shares of common stock outstanding as of December 31 of the immediately preceding
calendar year. 11




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Equity Securities and Principal Holders Thereof
   COMMON STOCK
 SHARES BENEFICIALLY OWNED(2)NAME AND ADDRESS OF BENEFICIAL OWNER(1)
    
    NUMBER
    
    
    PERCENTThe Canopy Group, Inc (3)
333 South 520 West, Suite 300
Lindon, Utah 84042
    
    
    14,463,285
    
    
    
    40.79
    %Advent International Corporation (4)
75 State Street, 29th Floor
Boston, MA 02109
    
    
    5,347,671
    
    
    
    13.13
    %Thomas P. Raimondi, Jr.(5)
    
    
    902,239
    
    
    
    2.48
    %Lawrence P. Begley
    
    
    0
    
    
    
    *Franz L. Cristiani(6)
    
    
    120,001
    
    
    
    *William Mustard(7)
    
    
    14,463,285
    
    
    
    40.79
    %Michael Pehl(8)
    
    
    5,364,338
    
    
    
    14.63
    %John T. Repp(9)
    
    
    105,001
    
    
    
    *Kent D. Smith(10)
    
    
    100,001
    
    
    
    *Nick Boland(11)
    
    
    533,435
    
    
    
    1.48
    %Jon Caputo(12)
    
    
    15,000
    
    
    
    *Keith Clark(13)
    
    
    753,746
    
    
    
    2.08
    %Scott Poteracki(14)
    
    
    157,324
    
    
    
    *Richard L. Ruskin(15)
    
    
    245,711
    
    
    
    *All directors and officers as a group (12 persons)(16)
    
    
    22,760,081
    
    
    
    57.66
    %
 
 *
    
    Less than 1% SERIES A CONVERTIBLE PREFERRED STOCK
 SHARES BENEFICIALLYOWNED(2)NAME AND ADDRESS OF BENEFICIAL OWNER
    
    NUMBER
    
    
    PERCENTDigital Media & Communications III Limited Partnership(17)
    
    
    87,007
    
    
    
    15.35Digital Media & Communications III-A Limited Partnership(17)
    
    
    41,661
    
    
    
    7.35Digital Media & Communications III-B Limited Partnership(17)
    
    
    15,418
    
    
    
    2.72Digital Media & Communications III-C Limited Partnership(17)
    
    
    216,073
    
    
    
    38.12Digital Media & Communications III-D C.V.(17)
    
    
    28,568
    
    
    
    5.04Digital Media & Communications III-E C.V.(17)
    
    
    19,045
    
    
    
    3.36Advent Partners DMC III Limited Partnership(17) (17)
    
    
    6,122
    
    
    
    1.08Advent Partners II Limited Partnership(17)
    
    
    1,757
    
    
    
    0.31EMC Corporation(18)
    
    
    151,146
    
    
    
    26.67Total
    
    
    566,797
    
    
    
    100.00
 
 (1)
    
    Unless otherwise indicated, the address for each beneficial owner is c/o MTI Technology
Corporation, Attn: Corporate Secretary, 14661 Franklin Avenue, Tustin, California 92780. 12




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(2)
    
    The number and percentage of shares beneficially owned have been determined in accordance
with the rules of the Securities and Exchange Commission, and are based on 35,455,293 issued
and outstanding shares of our common stock (not including shares issuable upon exercise of
options or warrants) and 566,797 issued and outstanding shares of Series A Convertible
Preferred Stock, each as of July 25, 2005. As of July 25, 2005, each share of Series A
Convertible Preferred Stock was convertible into 10 shares of common stock, and the Common
Stock table reflects ownership of Series A Convertible Preferred stock on an as-converted
basis. Holders of our Series A Convertible Preferred Stock vote with holders of our common
stock on an as-converted basis on any matter (other than the election of directors) presented
for stockholder action or consideration, except that the maximum number of votes represented
by each share of Series A Convertible Preferred Stock is 8.5369 (subject to adjustment for
stock splits, recapitalizations and similar adjustments to our capital stock). Except as
otherwise indicated and subject to the effect of applicable community property laws, we
believe that the persons named in this table have sole voting and investment power with
respect to all shares.(3)
    
    Based on the Schedule 13G filed with the SEC on February 24, 2004.(4)
    
    Based on the Schedule 13D filed with the SEC on June 29, 2004. Includes 1,191,159 shares
issuable upon exercise of warrants. Please see discussion regarding the June 2004 private
placement and the proxy agreement among Canopy and the Series A investors under Certain
Relationships and Related Transactions.(5)
    
    Includes 872,239 issuable upon exercise of options exercisable within 60 days of July 25,
2005.(6)
    
    Includes 110,001 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005.(7)
    
    Represents shares owned by Canopy. Mr. Mustard is President and Chief Executive Officer of
Canopy. Mr. Mustard was appointed a director on April 27, 2005. Except to the extent of his
pecuniary interest therein, Mr. Mustard disclaims beneficial ownership of all shares held by
Canopy.(8)
    
    Represents shares and warrants owned by Advent International Corporation, plus 16,667
shares issuable upon exercise of options within 60 days of July 25, 2005. 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. Please see discussion
regarding the June 2004 private placement and the proxy agreement among Canopy and the Series
A investors under Certain Relationships and Related Transactions.(9)
    
    Represents 105,001 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005.(10)
    
    Represents 100,001 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005.(11)
    
    Includes 532,435 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005. Mr. Boland resigned as Senior Vice President European Finance on May 31,
2005.(12)
    
    Jon Caputo was elected as an officer on May 25, 2005.(13)
    
    Includes 753,534 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005.(14)
    
    Mr. Poteracki was elected as an officer on November 17, 2004. Includes 97,324 shares
issuable upon exercise of options exercisable within 60 days of July 25, 2005.(15)
    
    Includes 241,711 shares issuable upon exercise of options exercisable within 60 days of
July 25, 2005.(16)
    
    Represents shares held by entities affiliated with directors and executive officers as
described above, including an aggregate of 4,020,072 shares issuable upon exercise of stock
options and warrants exercisable within 60 days of July 25, 2005.(17)
    
    The address for this entity is c/o Advent International Corporation, 75 State Street,
29th Floor, Boston, Massachusetts 02109. Advent International Corporation holds
sole voting and investment power (including dispositive power) over the securities held by
this entity. Michael Pehl, one of our directors, is an Operating Partner with Advent
International Corporation, and therefore exercises voting and investment power (including
dispositive power), over the shares held by this entity. Mr. Pehl disclaims beneficial
ownership of the shares held by this entity, except to the extent of his pecuniary interest
therein.
 13




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##### Table of Contents



(18)
    
    The address for EMC Corporation is 176 South Street, Hopkinton, MA 01748-9103.
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Certain Relationships and Related Transactions
   Series A Financing Series A financing Advent Funds
  
    
    any amendment of our charter or by-laws that adversely affects the holders of Series
A Convertible Preferred Stock;
    
    any authorization of a class of capital stock ranking senior to, or on parity with,
the Series A Convertible Preferred Stock;
    
    any increase in the size of the board of directors to greater than eight members or
any change in the classification of the board of directors;
    
    certain redemptions or repurchases of capital stock, acquisitions of capital stock or
assets from other entities;
    
    effecting, or entering into any agreement to effect, any merger, consolidation,
recapitalization, reorganization, liquidation, dissolution, winding up or similar
transaction (a Liquidation Event) involving the company or any of its subsidiaries;
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
    
    any sale of assets of the company or a subsidiary which is outside the ordinary
course of business;
    
    any purchase of assets of or an equity interest in another entity for more the $5 million; and
    
    any incurrence of additional debt for borrowed money in excess of $1 million.
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Canopy x y
       
 
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit, Audit-Related and Tax Fees.
  FEES PAID TO GRANT THORNTON LLP
 Audit
    
    Audit-Related
    
    TaxFees($)
    
    Fees($)(1)
    
    Fees($)(2)2005
    
    
    486,299
    
    
    
    61,373
    
    
    
    128,7222004
    
    
    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)
    
    Tax fees consisted principally of tax compliance and tax consulting services. Financial Information Systems Design and Implementation Fees
  All Other Fees
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Audit
   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,
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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. We generally do not request such services from the independent auditor.
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SIGNATURES
  MTI TECHNOLOGY CORPORATIONBy:
    /s/ THOMAS P. RAIMONDI, JR.Thomas P. Raimondi, Jr.Chairman, President and Chief
Executive Officer 19




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EXHIBIT INDEX
 EXHIBITNUMBER
    
    DESCRIPTION10.1
    
    Employment Contract dated July 5, 2000 between Keith Clark and the Company.31.1
    
    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.
 
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