<HTML>
<HEAD>
<TITLE>Form S-8</TITLE>
</HEAD>

<BODY>

<hr size=3 noshade>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES
AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION
STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</FONT></H1>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>IOMEGA
CORPORATION</b><BR>
(Exact Name of Registrant as Specified in Its Charter)
</FONT></P>


<table border=0 align=center cellspacing=0 cellpadding=0 width=100%>
  <TR>
  <TD width=50% align=center><font FACE="Times New Roman, Times, Serif" size=2><b>
      Delaware</b></font><br>
      <font FACE="Times New Roman, Times, Serif" size=2>(State or Other Jurisdiction of Incorporation<br>
      or Organization)</font></td>
  <TD width=50% align=center><font FACE="Times New Roman, Times, Serif" size=2><b>
      86-0385884</b></font><br>
      <font FACE="Times New Roman, Times, Serif" size=2>(IRS employer<BR>
 Identification Number)<br>
      </font></td>
 </tr>
</table><BR>

<table border=0 align=center cellspacing=0 cellpadding=0 width=100%>
  <TR>
  <TD width=50% align=center><font FACE="Times New Roman, Times, Serif" size=2><b>
      10955 Vista Sorrento Parkway<BR>
      San Diego, California 92130</b></font><br>
      <font FACE="Times New Roman, Times, Serif" size=2>(Address of Principal Executive Offices)</font></td>
  <TD width=50% align=center><font FACE="Times New Roman, Times, Serif" size=2><b>
      92130</b></font><br>
      <font FACE="Times New Roman, Times, Serif" size=2>(Zip Code)<br>
      </font></td>
 </tr>
</table>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>2005 Director Stock Option Plan</b><BR>
(Full Title of the Plan)
</FONT></p>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>
Thomas D. Kampfer<BR>
Executive Vice President, General Counsel and Secretary<BR>
Iomega Corporation<BR>
10955 Vista Sorrento Parkway<BR>
San Diego, California 92130<BR></b>
(Name and Address of Agent For Service)<BR>
<b>(858) 314-7000</b><BR>
(Telephone Number, Including Area Code, of Agent For Service)
</FONT></P>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION
OF REGISTRATION FEE</FONT></H1>

<PRE>
                                                    Proposed Maximum
 Title of Securities to be       Amount to be        Offering Price        Proposed Maximum          Amount of
        Registered              Registered(1)          Per Share       Aggregate Offering Price   Registration Fee
---------------------------- --------------------- ------------------- ------------------------- -------------------
Common Stock, $.03-1/3 par
value per share (including      500,000 shares        $2.75 (2)          $1,370,000.00 (2)            $161.84
the associated Preferred
Stock Purchase Rights)

(1)      In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement
         shall be deemed to cover any additional securities that may from time to time be offered or issued to
         prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)
         of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the
         Registrant's Common Stock as reported on the New York Stock Exchange on June 20, 2005.
</PRE>


<hr size=3 noshade>

<H1 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 1. Plan Information.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information required by Item 1 is included in documents sent or given to
participants in the plans covered by this Registration Statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;). </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 2. Registrant Information and Employee Plan Annual Information.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
written statement required by Item 2 is included in documents sent or given to
participants in the plans covered by this Registration Statement pursuant to
Rule 428(b)(1) of the Securities Act. </FONT></P>

<H2 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 3. Incorporation of Documents by Reference.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the &#147;Commission&#148;). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or
the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such statements have been filed.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the document referred to in (a) above.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of the securities contained in the Registrant's Registration Statement on Form 8-A filed
under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 4. Description of Securities.</FONT></H2>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
</FONT></P>

<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-1-</FONT></P>
<hr size=3 noshade>


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 5. Interests of Named Experts and Counsel.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wilmer
Cutler Pickering Hale and Dorr LLP has opined as to the legality of the
securities being offered by this Registration Statement. Attorneys at Wilmer
Cutler Pickering Hale and Dorr LLP own, in the aggregate, 67,070 shares of the
Registrant&#146;s common stock. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.
Indemnification of Directors and Officers.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
Article Sixth of the Registrant&#146;s Restated Certificate of Incorporation, as
amended, and Article 5 of the Registrant&#146;s By-Laws, each person who is a
director or officer of the Registrant shall be indemnified by the Registrant to
the full extent permitted by Section 145 of the General Corporation Law of
Delaware (&#147;Section 145&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
145 provides a detailed statutory framework covering indemnification of
directors and officers of liabilities and expenses arising out of legal
proceedings brought against them by reason of their status or service as
directors or officers. This section provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for all expenses of such
legal proceedings when he is successful on the merits, (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of such proceedings (other than a derivative suit), even if he is not
successful on the merits, if he acted in good faith and in manner he reasonably
believed to be in or not opposed to the best interests of the corporation (and,
in the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful), and (iii) may be indemnified by the corporation for
expenses of a derivative suit (a suit by a shareholder alleging a breach by a
director or officer of a duty owed to the corporation), even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a court determines
that, despite such adjudication and in view of all of the circumstances, he is
entitled to indemnification. The indemnification described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors, independent
legal counsel or the stockholders. The board of directors may authorize
advancing litigation expenses to a director or officer upon receipt of an
undertaking by such director or officer to repay such expenses if it is
ultimately determined that he is not entitled to be indemnified for them. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant has entered into indemnification agreements with each of its
directors and executive officers which supplement or clarify the statutory
indemnity provisions of Section 145 in the following respects: (i) the
presumption that the director or officer met the applicable standard of conduct
is established, (ii) the advancement of litigation expenses is provided upon
request if the director or officer agrees to repay them if it is ultimately
determined that he is not entitled to indemnification for them, (iii) indemnity
is explicitly provided for settlements of derivative actions, (iv) the director
or officer is permitted to petition a court to determine whether his actions met
the standard required, and (v) partial indemnification is permitted in the event
that the director or officer is not entitled to full indemnification. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
permitted by Section 145, the Registrant has purchased a general liability
insurance policy which covers certain liabilities of directors and officers of
the Registrant arising out of claims based on acts or omissions in their
capacity as directors or officers and for which they are not indemnified by the
Registrant. </FONT></P>

<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-2-</FONT></P>
<hr size=3 noshade>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 7. Exemption from Registration Claimed.</FONT></H2>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 8. Exhibits.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Exhibit Index immediately preceding the exhibits is incorporated herein by
reference. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 9. Undertakings.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I><U>Item
512(a) of Regulation S-K</U></I><U></U>. The undersigned Registrant hereby
undertakes: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      To include any prospectus required by Section 10(a)(3) of the Securities Act;
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement; and
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any material information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the Registration Statement;
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>provided, however,</I>
that paragraphs (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial <i>bona fide</i> offering
thereof.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To remove from Registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I><U>Item
512(b) of Regulation S-K</U></I><U></U>. The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <I>bona fide</I> offering
thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I><U>Item
512(h) of Regulation S-K</U></I><U></U>. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. </FONT></P>


<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-3-</FONT></P>
<hr size=3 noshade>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in San Diego,
California on this 22 day of June, 2005. </FONT></P>



<PRE>
                                                     IOMEGA CORPORATION


                                                     By:   <u>/s/ Werner T. Heid&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
                                                           Werner T. Heid
                                                           President and Chief Executive Officer
</PRE>

<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-4-</FONT></P>
<hr size=3 noshade>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF
ATTORNEY AND SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We,
the undersigned officers and directors of Iomega Corporation, hereby severally
constitute and appoint Thomas D. Kampfer and Jonathan Wolfman, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and directors to
enable Iomega Corporation to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. </FONT></P>

<PRE><b>
               Signature                                    Title                              Date</b>
               ---------                                    -----                              ----


/s/ Werner T. Heid                       President and Chief Executive Officer             June 22, 2005
---------------------------------
Werner T. Heid                           (Principal Executive Officer); Director


/s/ Thomas Liguori                       Vice President, Finance and Chief Financial       June 22, 2005
---------------------------------
Thomas Liguori                           Officer (Principal Financial and Accounting
                                         Officer)


/s/ Stephen N. David                     Chairman of the Board                             June 22, 2005
---------------------------------
Stephen N. David


/s/ R. P. Berkowitz                      Director                                          June 22, 2005
---------------------------------
Robert P. Berkowitz


/s/Bruce B. Darling                      Director                                          June 22, 2005
---------------------------------
Bruce B. Darling


/s/ Margaret L. Hardin                   Director                                          June 22, 2005
---------------------------------
Margaret L. Hardin


/s/ Jonathan S. Huberman                 Director                                          June 22, 2005
---------------------------------
Jonathan S. Huberman


/s/ John E. Nolan                        Director                                          June 22, 2005
---------------------------------
John E. Nolan
</PRE>


<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-5-</FONT></P>
<hr size=3 noshade>




<H1 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                 INDEX TO EXHIBITS
</FONT></H1>

<PRE>
Number                       Description
------                       -----------
4.1 (1)                      Restated Certificate of Incorporation of the Registrant, as amended
4.2 (1)                      By-Laws of the Registrant, as amended
4.3 (2)                      Rights Agreement dated July 29, 1999 between the Registrant and American Stock
                             Transfer and Trust Company, as rights agent
<A HREF="ex5.htm#A01">5</a>                            Opinion of Wilmer Cutler Pickering Hale and Dorr  LLP, counsel to the
                             Registrant
23.1                         Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
<A HREF="ex23_2.htm#A02">23.2</a>                         Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
<A HREF="ex23_3.htm#A03">23.3</a>                         Consent of Ernst &amp; Young LLP, Independent Registered Public Accounting Firm
24                           Power of Attorney (included on the signature pages of this Registration
                             Statement)
------------

(1)      Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's
         Registration Statement on Form S-8 filed on June 26, 2003 (File No. 333-106525)

(2)      Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's
         Registration Statement on Form 8-A filed on August 5, 1999 (File No. 1-12333).

</PRE>

<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-6-</FONT></P>
<hr size=3 noshade>


</body>
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{"company-data": {"conformed-name": "IOMEGA CORP", "cik": "0000352789", "assigned-sic": "3572", "irs-number": "860385884", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126085", "film-number": "05912847"}, "business-address": {"street1": "10955 VISTA SORRENTO PARKWAY,", "city": "SAN DIEGO", "state": "CA", "zip": "92130", "phone": "(858) 314-7000"}, "mail-address": {"street1": "1821 WEST IOMEGA WAY", "city": "ROY", "state": "UT", "zip": "84067"}}
Form S-8
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
IOMEGA
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation
or Organization)
86-0385884
(IRS employer
Identification Number)
10955 Vista Sorrento Parkway
San Diego, California 92130
(Address of Principal Executive Offices)
92130
(Zip Code)
2005 Director Stock Option Plan
(Full Title of the Plan)
Thomas D. Kampfer
Executive Vice President, General Counsel and Secretary
Iomega Corporation
10955 Vista Sorrento Parkway
San Diego, California 92130
(Name and Address of Agent For Service)
(858) 314-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum
 Title of Securities to be       Amount to be        Offering Price        Proposed Maximum          Amount of
        Registered              Registered(1)          Per Share       Aggregate Offering Price   Registration Fee
---------------------------- --------------------- ------------------- ------------------------- -------------------
Common Stock, $.03-1/3 par
value per share (including      500,000 shares        $2.75 (2)          $1,370,000.00 (2)            $161.84
the associated Preferred
Stock Purchase Rights)

(1)      In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement
         shall be deemed to cover any additional securities that may from time to time be offered or issued to
         prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)
         of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the
         Registrant's Common Stock as reported on the New York Stock Exchange on June 20, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The
information required by Item 1 is included in documents sent or given to
participants in the plans covered by this Registration Statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The
written statement required by Item 2 is included in documents sent or given to
participants in the plans covered by this Registration Statement pursuant to
Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The
Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a)        
The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or
the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such statements have been filed.
(b)        
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the document referred to in (a) above.
(c)        
The description of the securities contained in the Registrant's Registration Statement on Form 8-A filed
under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Wilmer
Cutler Pickering Hale and Dorr LLP has opined as to the legality of the
securities being offered by this Registration Statement. Attorneys at Wilmer
Cutler Pickering Hale and Dorr LLP own, in the aggregate, 67,070 shares of the
Registrant's common stock.
Item 6.
Indemnification of Directors and Officers.
Under
Article Sixth of the Registrant's Restated Certificate of Incorporation, as
amended, and Article 5 of the Registrant's By-Laws, each person who is a
director or officer of the Registrant shall be indemnified by the Registrant to
the full extent permitted by Section 145 of the General Corporation Law of
Delaware ("Section 145").
Section
145 provides a detailed statutory framework covering indemnification of
directors and officers of liabilities and expenses arising out of legal
proceedings brought against them by reason of their status or service as
directors or officers. This section provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for all expenses of such
legal proceedings when he is successful on the merits, (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of such proceedings (other than a derivative suit), even if he is not
successful on the merits, if he acted in good faith and in manner he reasonably
believed to be in or not opposed to the best interests of the corporation (and,
in the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful), and (iii) may be indemnified by the corporation for
expenses of a derivative suit (a suit by a shareholder alleging a breach by a
director or officer of a duty owed to the corporation), even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a court determines
that, despite such adjudication and in view of all of the circumstances, he is
entitled to indemnification. The indemnification described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors, independent
legal counsel or the stockholders. The board of directors may authorize
advancing litigation expenses to a director or officer upon receipt of an
undertaking by such director or officer to repay such expenses if it is
ultimately determined that he is not entitled to be indemnified for them.
The
Registrant has entered into indemnification agreements with each of its
directors and executive officers which supplement or clarify the statutory
indemnity provisions of Section 145 in the following respects: (i) the
presumption that the director or officer met the applicable standard of conduct
is established, (ii) the advancement of litigation expenses is provided upon
request if the director or officer agrees to repay them if it is ultimately
determined that he is not entitled to indemnification for them, (iii) indemnity
is explicitly provided for settlements of derivative actions, (iv) the director
or officer is permitted to petition a court to determine whether his actions met
the standard required, and (v) partial indemnification is permitted in the event
that the director or officer is not entitled to full indemnification.
As
permitted by Section 145, the Registrant has purchased a general liability
insurance policy which covers certain liabilities of directors and officers of
the Registrant arising out of claims based on acts or omissions in their
capacity as directors or officers and for which they are not indemnified by the
Registrant.
-2-
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The
Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings.
Item
512(a) of Regulation S-K
. The undersigned Registrant hereby
undertakes:
(a)        
To file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
(i)
        
        
      To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
       
        
To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement; and
(iii)
     
        
To include any material information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the Registration Statement;
provided, however,
that paragraphs (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b)        
That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(c)        
To remove from Registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
Item
512(b) of Regulation S-K
. The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering
thereof.
Item
512(h) of Regulation S-K
. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-3-
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in San Diego,
California on this 22 day of June, 2005.
IOMEGA CORPORATION

                                                     By:
/s/ Werner T. Heid
Werner T. Heid
                                                           President and Chief Executive Officer
-4-
POWER OF
ATTORNEY AND SIGNATURES
We,
the undersigned officers and directors of Iomega Corporation, hereby severally
constitute and appoint Thomas D. Kampfer and Jonathan Wolfman, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and directors to
enable Iomega Corporation to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature                                    Title                              Date
---------                                    -----                              ----

/s/ Werner T. Heid                       President and Chief Executive Officer             June 22, 2005
---------------------------------
Werner T. Heid                           (Principal Executive Officer); Director

/s/ Thomas Liguori                       Vice President, Finance and Chief Financial       June 22, 2005
---------------------------------
Thomas Liguori                           Officer (Principal Financial and Accounting
                                         Officer)

/s/ Stephen N. David                     Chairman of the Board                             June 22, 2005
---------------------------------
Stephen N. David

/s/ R. P. Berkowitz                      Director                                          June 22, 2005
---------------------------------
Robert P. Berkowitz

/s/Bruce B. Darling                      Director                                          June 22, 2005
---------------------------------
Bruce B. Darling

/s/ Margaret L. Hardin                   Director                                          June 22, 2005
---------------------------------
Margaret L. Hardin

/s/ Jonathan S. Huberman                 Director                                          June 22, 2005
---------------------------------
Jonathan S. Huberman

/s/ John E. Nolan                        Director                                          June 22, 2005
---------------------------------
John E. Nolan
-5-
INDEX TO EXHIBITS
Number                       Description
------                       -----------
4.1 (1)                      Restated Certificate of Incorporation of the Registrant, as amended
4.2 (1)                      By-Laws of the Registrant, as amended
4.3 (2)                      Rights Agreement dated July 29, 1999 between the Registrant and American Stock
                             Transfer and Trust Company, as rights agent
5
Opinion of Wilmer Cutler Pickering Hale and Dorr  LLP, counsel to the
                             Registrant
23.1                         Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2
Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
23.3
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24                           Power of Attorney (included on the signature pages of this Registration
                             Statement)
------------

(1)      Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's
         Registration Statement on Form S-8 filed on June 26, 2003 (File No. 333-106525)

(2)      Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's
         Registration Statement on Form 8-A filed on August 5, 1999 (File No. 1-12333).
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