-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLD9Vd9lGGrVdKvzaFttmqijvFZniXw0tm9lQZCdbJpdqKViTjzfU7z+Ied8CYYb 5TMo/nUyIv4Ol6S0VzUM/w== 0000950137-99-003460.txt : 19990924 0000950137-99-003460.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950137-99-003460 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990923 EFFECTIVENESS DATE: 19990923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELLABS INC CENTRAL INDEX KEY: 0000317771 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363831568 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87637 FILM NUMBER: 99715791 BUSINESS ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6303788800 MAIL ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 S-8 1 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on September 23, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ TELLABS, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3831568 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 4951 INDIANA AVENUE LISLE, ILLINOIS 60532 (Address, including zip code of registrant's principal executive office) ------------------------------------ TELLABS, INC. 1998 STOCK OPTION PLAN (Full title of the plan) ------------------ CAROL COGHLAN GAVIN VICE PRESIDENT AND GENERAL COUNSEL TELLABS, INC. 4951 INDIANA AVENUE LISLE, ILLINOIS 60532 (630) 378-8800 (Name, address and telephone number, including area code, of agent for service) Copies to: THOMAS P. DESMOND, ESQ. VEDDER, PRICE, KAUFMAN & KAMMHOLZ 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601 (312) 609-7500 ------------------ CALCULATION OF REGISTRATION FEE
================================================================================================================================ Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of to be Registered be Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par 16,000,000 53.1988 $851,181,017 $236,628.38(3) value $.01 per share ("Common Stock") ================================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Tellabs, Inc. 1998 Stock Option Plan as the result of further stock splits, stock dividends or similar adjustments of the outstanding Common Stock pursuant to Rule 416(a). (2) Pursuant to Rule 457(b)(1) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the registration have been estimated based on (i) the $28.178 per share average price with respect to outstanding, unvested options covering 1,314,000 of the shares to be registered and (ii) the average of the high and low sales prices for the Common Stock as reported by the Nasdaq National Market on September 16, 1999, with respect to the remaining 14,686,000 shares. (3) Previously paid. The securities being registered hereunder are carried forward from the 220,868,892 split-adjusted shares of Registrant's common stock previously registered on Registration Statement No. 333-59511 (none of which have been issued) with respect to which a filing fee of $2,432,523 was previously paid. - -------------------------------------------------------------------------------- 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document containing the information required by this section will be given to those persons who are eligible to participate in the Tellabs, Inc. 1998 Stock Option Plan and is not required to be filed with the Securities and Exchange Commission (the "Commission") as a part of the Registration Statement or as an Exhibit. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission by Tellabs, Inc., a Delaware corporation ("Registrant"), are incorporated in this Registration Statement by reference: (a) The Annual Report on Form 10-K for the year ended January 1, 1999 (File No. 0-09692); (b) The Quarterly Report on Form 10-Q for the quarters ended April 2, 1999 and July 2, 1999 (File Nos. 0-09692); (c) The Current Reports on Form 8-K dated April 22, 1999, April 29, 1999, July 7, 1999 and August 19, 1999 (File Nos. 0-09692); and (d) The description of the Common Stock contained in the Registration Statement on Form S-4 (Registration No. 333-83509) under the caption "Description of Tellabs Common Stock". All reports and other documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such reports and 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 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 such 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. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock registered hereby has been passed upon for the Registrant by James M. Sheehan, Esq., the Assistant General Counsel and Assistant Secretary of Tellabs Operations, Inc., a wholly-owned subsidiary of the Registrant. Mr. Sheehan is the beneficial owner of less than 1.0% of the outstanding shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Amended and Restated By-laws (the "By-Laws") provide, among other things, that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Registrant as provided in the By-Laws and to the fullest extent which it is empowered to do so by the Delaware General Corporation Law (the "DGCL") against all expense, liability and loss (including attorneys' fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, subject to certain conditions, the Registrant shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding, whether civil, criminal, administrative or investigative, initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors of the Registrant. The right to indemnification under the ByLaws is a contract right and, subject to certain conditions, includes the right to be paid by the Registrant the expenses 2 4 incurred in defending any such action, suit or proceeding in advance of its final disposition. The By-Laws further provide that the indemnification and payment of expenses incurred provided therein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled. Section 145 of the DGCL authorized indemnification by the Registrant of directors and officers under the circumstances provided in the provisions of the By-Laws described above, and requires such indemnification for expenses actually and reasonably incurred to the extent a director or officer is successful in the defense of any action, or any claim, issue or matter therein. The Registrant has purchased insurance which purports to insure the Registrant against certain costs of indemnification which may be incurred by it pursuant to the By-Laws and to insure the officers and directors of the Registrant, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their functions as such officers and directors except for liabilities resulting from their own malfeasance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of Tellabs, Inc., as amended (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-4, Registration No. 333-59511). 4.2 Amended and Restated By-Laws of Tellabs, Inc., as amended (incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended January 1, 1993, File No. 0-09692). 4.3 Tellabs, Inc. 1998 Stock Option Plan, as amended (incorporated by reference to Appendix 2 to Registrant's Proxy Statement, dated May 16, 1998, relating to the 1998 Annual Meeting of Stockholders, File No. 0-09692). 5 Opinion of James M. Sheehan, Esq. regarding the legality of the Common Stock to be issued upon exercise of options issued under the Plan. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Grant Thornton LLP. 23.3 Consent of James M. Sheehan, Esq. (included in Exhibit 5). 24 Powers of Attorney (included on the signature pages of the Registration Statement). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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 set forth in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended 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. 3 5 (3) 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Commission such indemnification is against public policy as expressed in the 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 policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 the City of Lisle, State of Illinois, on this 20th day of September, 1999. TELLABS, INC. By: /s/ Michael J. Birck --------------------------------- Michael J. Birck President and Chief Executive Officer We, the undersigned officers and directors of Tellabs, Inc., and each of us, do hereby constitute and appoint each and any of Michael J. Birck and Carol Coghlan Gavin our true and lawful attorney and agent, with full power of substitution and resubstitution, to do any and all acts and things in our name and behalf in any and all capacities and to execute any and all instruments for us in our names in any and all capacities, which attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorney and agent, or his substitute, shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name Title Date ---- ----- ---- /s/ Michael J. Birck - ------------------------------------- President, Chief Executive Officer September 20, 1999 Michael J. Birck and Director (principal executive officer) /s/ Peter A. Guglielmi - ------------------------------------- Executive Vice President September 20, 1999 Peter A. Guglielmi and Director (principal financial officer) /s/ Robert E. Swininoga - ------------------------------------- Vice President September 20, 1999 Robert E. Swininoga (principal accounting officer) /s/ John D. Foulkes - ------------------------------------- Director September 20, 1999 John D. Foulkes /s/ Brian J. Jackman - ------------------------------------- Director September 20, 1999 Brian J. Jackman
5 7
Name Title Date ---- ----- ---- /s/ Fredrick A. Krehbiel - --------------------------------------- Director September 20, 1999 Fredrick A. Krehbiel /s/ Stephanie Pace Marshall - --------------------------------------- Director September 20, 1999 Stephanie Pace Marshall /s/ William F. Souders - --------------------------------------- Director September 20, 1999 William F. Souders /s/ Jan H. Suwinski - --------------------------------------- Director September 20, 1999 Jan H. Suwinski
6 8 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 Restated Certificate of Incorporation of Tellabs, Inc., as amended (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-4, Registration No. 333-59511). 4.2 Amended and Restated By-Laws of Tellabs, Inc., as amended (incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended January 1, 1993, File No. 0-09692). 4.3 Tellabs, Inc. 1998 Stock Option Plan, as amended (incorporated by reference to Appendix 2 to Registrant's Proxy Statement, dated May 16, 1998, relating to the 1998 Annual Meeting of Stockholders, File No. 0-09692). 5 Opinion of James M. Sheehan, Esq. regarding the legality of the Common Stock, to be issued upon exercise of options issued under the Plan. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Grant Thornton LLP. 23.3 Consent of James M. Sheehan, Esq. (included in Exhibit 5). 24 Powers of Attorney (included on the signature pages of the Registration Statement). 7 EX-5 2 OPINION OF JAMES M. SHEEHAN 1 EXHIBIT 5 September 23, 1999 Tellabs, Inc. 4951 Indiana Avenue Lisle, Illinois 60532 Ladies and Gentlemen: Reference is hereby made to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Tellabs, Inc., a Delaware corporation (the "Company"), relating to the registration of 16,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), reserved for issuance pursuant to the exercise of options granted under the Tellabs, Inc. 1998 Stock Option Plan, effective as of January 21, 1998 (the "Plan"). I have acted as assistant general counsel for the Company in connection with the Registration Statement. It is my opinion that such shares of Common Stock, when issued upon payment of the exercise price of options granted in accordance with the terms of such Plan, will be validly issued, fully paid and non-assessable. The foregoing opinions are limited to the federal laws of the United States of America and General Corporation Law of the State of Delaware. I express no opinion as to the application of the securities or blue sky laws of the various States to the disposition of the Common Stock. I hereby consent to the use of this opinion in connection with said Registration Statement. Very truly yours, /s/ James M. Sheehan James M. Sheehan Assistant General Counsel Tellabs Operations, Inc. 8 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Tellabs, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Tellabs, Inc. of our report dated January 20, 1999, with respect to the consolidated financial statements of Tellabs, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended January 1, 1999 and related financial statement schedules included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois September 20, 1999 9 EX-23.2 4 CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 15, 1997, accompanying the consolidated financial statements of Tellabs, Inc. and Subsidiaries as of December 27, 1996, and for the two years then ended, and consent to the incorporation by reference thereof into this Registration Statement on Form S-8. GRANT THORNTON LLP Chicago, Illinois September 20, 1999 10 -----END PRIVACY-ENHANCED MESSAGE-----