-----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, L6K9/hSkJFP9UTrB955POreCr01klPszzmNFwkkmjlDWJAbH1auao47q3QpuobXD gNYRn4iZBN+C3NfQTxJFPQ== 0000061478-96-000012.txt : 19960525 0000061478-96-000012.hdr.sgml : 19960525 ACCESSION NUMBER: 0000061478-96-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADC TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0000061478 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410743912 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04481 FILM NUMBER: 96572150 BUSINESS ADDRESS: STREET 1: 4900 W 78TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129388080 MAIL ADDRESS: STREET 1: 4900 W 78TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55435 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETIC CONTROLS CO DATE OF NAME CHANGE: 19850605 S-8 1 As filed with the Securities and Exchange Commission on May 24, 1996 Registration No. 333_______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------- ADC TELECOMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0743912 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 12501 Whitewater Drive Minnetonka, Minnesota 55343 (Address of Principal Executive Offices) (Zip Code) ADC TELECOMMUNICATIONS, INC. NON-INCENTIVE STOCK OPTION AND INDEMNIFICATION AGREEMENT (Full title of the plan) David F. Fisher, Esq. Copy to: Vice President, General Robert A. Rosenbaum, Esq. Counsel and Corporate Secretary Dorsey & Whitney LLP ADC Telecommunications, Inc. Pillsbury Center South 12501 Whitewater Drive 220 South Sixth Street Minnetonka, Minnesota 55343 Minneapolis, Minnesota 55402 (Name and address of agent for service) (612) 938-8080 (Telephone number, including area code, of agent for service) ---------- Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE =============================================================================== Proposed maximum Proposed maximum Amount of Title of securities Amount to offering price aggregate offering registration to be registered be registered per share(1) price fee (2) =============================================================================== Common Stock, $.20 par value 69,456 $2.914 $202,394 $100 =============================================================================== (1) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), based on the per share prices at which the options granted under the Plan may be exercised. (2) Pursuant to Section 6(b) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of ADC Telecommunications, Inc. ("ADC" or the "Company") which have been filed with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended October 31, 1995; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1996; and (c) the description of ADC's Common Stock and Common Stock Purchase Rights contained in any Registration Statement of the Company filed under the Exchange Act and any amendment or report filed for the purpose of updating any such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is 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 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 Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person's official capacity for the corporation or reasonably believed that the conduct was not opposed to the best interests of the corporation in the case of acts or omissions in such person's official capacity for other affiliated organizations. Article IX of the Bylaws of ADC provides that ADC shall indemnify officers and directors to the extent permitted by Section 302A.521 as now enacted or hereafter amended. -2- ADC also maintains an insurance policy or policies to assist in funding indemnification of directors and officers for certain liabilities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description - -------------- ----------- 4.1 Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended to date. 4.2 Composite Restated Bylaws of ADC Telecommunications, Inc., as amended to date. (Incorporated by reference to Exhibit 3-b to ADC's Annual Report on Form 10-K for the fiscal year ended October 31, 1989, File No. 0-1424.) 5.1 Opinion of Dorsey & Whitney LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, independent public accountants. 24.1 Powers of Attorney. ITEM 9. UNDERTAKINGS A. Post-Effective Amendments ------------------------- The Company hereby undertakes: (1) 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 of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 in the information set forth in the Registration Statement; PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. -3- (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) 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. Subsequent Documents Incorporated by Reference ---------------------------------------------- The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. C. Claims for Indemnification -------------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange 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 liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. -4- 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 the City of Minnetonka, State of Minnesota, on May 24, 1996. ADC TELECOMMUNICATIONS, INC. By /s/ William J. Cadogan ------------------------------------ William J. Cadogan Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer 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. By /s/ William J. Cadogan Dated: May 24, 1996 --------------------------------------- William J. Cadogan Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer (principal executive officer) By /s/ Robert E. Switz Dated: May 24, 1996 --------------------------------------- Robert E. Switz Vice President, Chief Financial Officer (principal financial officer) By /s/ Charles T. Roehrick Dated: May 24, 1996 --------------------------------------- Charles T. Roehrick Vice President and Controller (principal accounting officer) By * Dated: May 24, 1996 --------------------------------------- James C. Castle, Ph.D. Director By * Dated: May 24, 1996 --------------------------------------- Thomas E. Holloran Director By * Dated: May 24, 1996 --------------------------------------- B. Kristine Johnson Director By * Dated: May 24, 1996 --------------------------------------- Charles W. Oswald Director By * Dated: May 24, 1996 --------------------------------------- Alan E. Ross Director By * Dated: May 24, 1996 --------------------------------------- Jean-Pierre Rosso Director By * Dated: May 24, 1996 --------------------------------------- Donald M. Sullivan Director By * Dated: May 24, 1996 --------------------------------------- Warde F. Wheaton Director By * Dated: May 24, 1996 --------------------------------------- John D. Wunsch Director *By /s/ Robert E. Switz --------------------------------------- Robert E. Switz As Attorney-In-Fact EXHIBIT INDEX Exhibit Number Description Page - ------- ----------- ---- 4.1 Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended to date ............. 4.2 Composite Restated Bylaws of ADC Telecommunications, Inc., as amended to date. (Incorporated by reference to Exhibit 3-b to ADC's Annual Report on Form 10-K for the fiscal year ended October 31, 1989, File No. 0-1424.) 5.1 Opinion of Dorsey & Whitney LLP .......................... 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, independent public accountants .............................................. 24.1 Powers of Attorney ....................................... EX-4.1 2 Exhibit 4.1 CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF ADC TELECOMMUNICATIONS, INC. We, the undersigned, being respectively the President and Secretary of ADC Telecommunication, Inc., do hereby certify that the following Restated Articles of Incorporation of the Company were authorized by a resolution approved by the Board of Directors on May 24, 1988 and correctly set forth without change the corresponding provisions of the articles as previously amended. The Restated Articles of Incorporation of ADC Telecommunications, Inc. stated below shall supersede and take the place of its existing Articles of Incorporation and all amendments thereto. RESTATED ARTICLES OF INCORPORATION OF ADC TELECOMMUNICATIONS, INC. 1. The name of this corporation shall be "ADC Telecommunications, Inc." 2. The address of the registered office of this corporation in Minnesota is 5501 Green Valley Drive, Minneapolis, Hennepin County, Minnesota 55437. 3. The aggregate number of shares which this corporation shall have authority to issue is 60,000,000 shares, divided into 50,000,000 shares of Common Stock, par value $.20 per share, and 10,000,000 shares of Preferred Stock, no par value. (a) Common Stock. The holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of earnings or surplus legally available therefor, dividends payable either in cash, in property or in shares of the capital stock of the corporation. Each holder of record of the Common Stock shall have one vote for each share of Common Stock registered in his name on the books of the corporation and entitled to vote. The Common Stock shall have no special powers, preferences or rights, or qualifications, limitations or restrictions thereof. (b) Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series as the Board of Directors may determine, as hereinafter provided. The Board of Directors is hereby authorized, by resolution or resolutions, to provide from time to time for series of Preferred Stock out of the shares of Preferred Stock not then allocated to any series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, by resolution or resolutions, the designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, including, without limiting the generality of the foregoing, any of the following provisions with respect to which the Board of Directors shall determine to make affirmative provision: (i) The designation and name of such series and the number of shares that shall constitute such series; (ii) The annual dividend rate or rates payable on shares of such series, the date or dates from which such dividends shall commence to accrue and the dividend payment dates for such dividends; -1- (iii) Whether dividends on such series are to be cumulative or noncumulative, and the participating or other special rights, if any, with respect to the payment of dividends; (iv) Whether such series shall be subject to redemption and, if so, the manner of redemption, the redemption price or prices and the terms and conditions on which shares of such series may be redeemed; (v) Whether such series shall have a sinking fund or other retirement provisions for the redemption or purchase of shares of such series and, if so, the terms and amount of such sinking fund and other retirement provisions and the extent to which the charges therefor are to have priority over the payment of dividends on, or the making of sinking fund or other like retirement provisions for, shares of any other series or over dividends on the Common Stock; (vi) The amounts payable on shares of such series on voluntary or involuntary dissolution, liquidation or winding up of the affairs of the corporation and the extend to which such payment shall have priority over the payment of any amount on voluntary or involuntary dissolution, liquidation or winding up of the affairs of the corporation and the extent to which such payment shall have priority over the payment of any amount on voluntary or involuntary dissolution, liquidation or winding up of affairs of the corporation, on shares of any other series or on the Common Stock; (vii) The terms and conditions, if any, on which shares of such series may be converted into, or exchanged for, shares of any other series or the Common Stock; (viii) The extent of the voting power, if any, of the shares of such series; (ix) The stated value, if any, for the shares of such series, the consideration for which shares of such series may be issued and the amount of such consideration that shall be credited to the capital account; and (x) Any other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the share of such series. The Board of Directors is expressly authorized to vary the provision relating to the foregoing matters among the various series of Preferred Stock. All shares of the Preferred Stock of any one series shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be payable and, if cumulative, shall cumulate. Shares of any series of Preferred Stock that shall be issued and thereafter acquired by the corporation through purchase, redemption (whether through the operation of a sinking fund or otherwise), conversion, exchange or otherwise, shall upon appropriate filing and recording to the extent required by law, have the status of authorized and unissued shares of Preferred Stock and may be reissued as part of such series or as part of any other series of Preferred Stock. Unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue thereof, the number of authorized shares of stock of any series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution or resolutions of the Board of Directors and appropriate filing and recording to the extent required by law. In case the number of shares of any such series of Preferred Stock shall be decreased, the shares representing such decrease shall, unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issuance thereof, resume the status of authorized but unissued shares of Preferred Stock undesignated as to series. -2- 4. The shareholders of this corporation: (a) shall have no pre-emptive rights to subscribe to any issue of shares of any class of this corporation now or hereafter made; and (b) shall have no right to cumulate votes in the election of directors. 5.1 Whether or not a vote of shareholders is otherwise required, the affirmative vote of the holders of not less than 80 percent of the outstanding shares of "Voting Stock" (as hereinafter defined) of the corporation shall be required for the approval of any "Business Combination" (as hereinafter defined) with any "Related Person" (as hereinafter defined) involving the corporation or the approval or authorization by the corporation in its capacity as a shareholder of any Business Combination involving a "Subsidiary" (as hereinafter defined) which requires the approval or authorization of the shareholders of the Subsidiary; provided, however, that the 80 percent voting requirement shall not be applicable if: (a) The "Continuing Directors" (as hereinafter defined) by a majority vote have expressly approved the Business Combination; or (b) The Business Combination is a merger, consolidation, exchange of shares or sale of all or substantially all of the assets of the corporation and the cash or fair market value of the property, securities or other consideration to be received per share by holders of common stock of the corporation other than the Related Person is not less than the highest per share price (with appropriate adjustments for recapitalizations, stock splits, stock dividends and like distributions), paid by the Related Person in acquiring any of its holdings of the corporation's common stock. 5.2 For the purpose of this Article 5: (a) The term "Business Combination" shall mean: (i) any merger or consolidation of the corporation or a Subsidiary with or into a Related Person; (ii) any exchange of shares of the corporation or a Subsidiary for shares of a Related Person which, in the absence of this Article, would have required the affirmative vote of at least a majority of the voting power of the outstanding shares of the corporation entitled to vote or the affirmative vote of the corporation, in its capacity as a shareholder of the Subsidiary; (iii) any sale, lease, exchange, transfer or other disposition (in one transaction or in a series of transactions), including without limitation a mortgage or any other security device, of all or any "Substantial Part" (as hereinafter defined) of the assets either of the corporation (including without limitation any voting securities of a Subsidiary) or of a Subsidiary, to or with a Related Person; (iv) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of transactions) of all or any Substantial Part of the assets of a Related Person to or with the corporation or a Subsidiary; (v) the issuance to a Related Person of any securities (except pursuant to stock dividends, stock splits or similar transactions which would not have the effect of increasing the proportionate voting power of a Related Person) of the corporation or of a Subsidiary (except pursuant to a pro rata distribution to all holders of common stock of the corporation); -3- (vi) any recapitalization or reclassification that would have the effect of increasing the voting power of a Related Person; and (vii) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination. (b) The term "Related Person" shall mean and include any individual, corporation, partnership or other person or entity which, together with its "Affiliates" and "Associates" (as defined on January 16, 1984 by Rule 12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as defined on January 16, 1984 by Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate 15 percent or more of the outstanding Voting Stock of the corporation, and any Affiliate or Associate (other than the corporation, or a wholly-owned subsidiary of the corporation) of any such individual, corporation, partnership or other person or entity. (c) The term "Substantial Part" shall mean more than 30 percent of the fair market value of the total assets of the corporation in question, as of the end of its most recent fiscal year ending prior to the time the determination is being made. (d) Without limitation, any shares of commons stock of the corporation that any Related Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by the Related Person. (e) The term "Subsidiary" shall mean any corporation, a majority of the equity securities of any class of which are owned by the corporation, by another Subsidiary, or in the aggregate by the corporation and one or more of its Subsidiaries. (f) The term "Voting Stock" shall mean all outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors and each reference to a proportion of shares of Voting Stock shall refer to such proportion of the votes entitled to be cast by such shares. (g) The term "Continuing Director" shall mean (i) a director who was a member of the Board of Directors of the corporation either on January 16, 1984 or immediately prior to the time that any Related Person involved in the Business Combination in question became a Related Person or (ii) any person becoming a director whose election, or nomination for election by the corporation's shareholders, was approved by a vote of a majority of the Continuing Directors; provided, however, that in no event shall a Related Person involved in the Business Combination in question be deemed to be a Continuing Director. 5.3 For the purposes of this Article 5 the Continuing Directors by a majority vote shall have the power to make a good faith determination, on the basis of information known to them of: (i) the number of shares of Voting Stock of the corporation that any person or entity Beneficially Owns: (ii) whether a person or entity is an Affiliate or Associate of another; (iii) whether the assets subject to any Business Combination constitute a Substantial Part; (iv) whether any business transaction is one in which a Related Person has an interest; (v) whether the cash or fair market value of the property, securities or other consideration to be received per share by holders of common stock of the corporation other than the Related Person in a Business Combination is an amount at least equal to the highest per share price paid by the Related Person; and (vi) such other matters with respect to which a determination is required under this Article 5. 5.4 The provisions set forth in this Article 5 may not be repealed or amended in any respect, unless such action is approved by the affirmative vote of the holders of not less than 80 percent of the outstanding shares of Voting Stock of this corporation. -4- 6.1 The number of directors may be increased or decreased from time to time by a resolution adopted by the holders of at least 80 percent of the shares of outstanding "Voting Stock" (as defined in Article 5 hereof) of the corporation entitled to vote (unless the proposed increase or decrease has been expressly approved by a majority vote of all members of the Board of Directors in which case such an increase or decrease shall be approved by the holders of a majority of the shares of outstanding Voting Stock of the corporation) or such number may be increased by the majority vote of all members of the Board of Directors. The directors shall be divided into three classes as equal in number as possible. At each regular meeting of the shareholders following the 1984 regular shareholders' meeting (at which meeting the directors were divided into three classes with directors in the first class, second class and third class elected to serve until the regular meetings of shareholders held in 1985, 1986 and 1987, respectively), each director elected to succeed a director whose term has expired shall hold office until the third succeeding regular meeting of the shareholders after such director's election and until such director's successors have been duly elected and qualified, or until the earlier death, resignation, removal or disqualification of such director. In case of any increase or decrease in the number of directors, the increase or decrease shall be distributed among the several classes as equally as possible as shall be determined by a majority vote of all members of the Board of Directors or by the holders of at least 80 percent of the shares of outstanding Voting Stock of the corporation. 6.2 Vacancies in the Board of Directors of this corporation occurring by reason of death, resignation, removal or disqualification shall be filled for the unexpired term by a majority of the remaining directors, even though less than a quorum. Vacancies resulting from newly created directorships resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the remaining directors. Each director elected to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at their next regular meeting. At such next regular meeting the shareholders shall elect a director to fill the remainder of any unexpired term for which a director has been elected to fill a vacancy by the Board of Directors. 6.3 Any or all of the directors may be removed from office any time, with or without cause, by the affirmative vote of the shareholders holding 80 percent of the shares of outstanding Voting Stock (unless the removal has been expressly approved by the majority vote of all member of the Board of Directors in which case the removal shall require the affirmative vote of the shareholders holding a majority of the outstanding shares of Voting Stock of the corporation). A director named by the Board of Directors to fill a vacancy may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the remaining directors if the shareholders have not elected directors in the interim between the time of the appointment to fill such vacancy and the time of removal. In the event that any one or more directors or the entire Board is removed at a shareholders' meeting, a new director or new directors shall be elected at the same meeting. 6.4 No provision of this Article 6 may be repealed or amended in any respect except by the affirmative vote of the holders of not less than 80 percent of the outstanding shares of Voting Stock of the corporation (unless the proposed repeal or amendment has been expressly approved by a majority of all members of the Board of Directors in which case such a repeal or amendment shall be approved by the holders of a majority of the outstanding shares of Voting Stock of the corporation). 7. A director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 302A.559 or 80A.23 of the Minnesota Statutes; (iv) for any transaction from which the director derived an improper personal benefit; or (v) for any act or omission occurring prior to the date when this Article 7 became effective. Any repeal or modification of the foregoing provisions of this Article 7 shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. -5- IN WITNESS WHEREOF, we have hereunto subscribed our hands and affixed the seal of the corporation this 24th day of May, 1988. /s/ Charles M. Denny, Jr. Charles M. Denny, Jr. President /s/ Kathie Mikucki Kathie Mikucki Secretary STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) On this 24th day of May, 1988, before me, a Notary Public within and for said County, Personally appeared Charles M. Denny, Jr. and Kathie Mikucki, to me personally known, who, being each by me duly sworn, did say that they are respectively the President and Secretary of ADC Telecommunications, Inc., the corporation named in the foregoing instrument; that the seal affixed to the instrument is the corporate seal of the corporation, that the instrument was signed and sealed in behalf of the corporation by authority of its shareholders; and they acknowledged the instrument to be the free act and deed of the corporation. /s/ Mary M. Murphy Notary Public [STAMP OF NOTARY PUBLIC] -6- ARTICLES OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF ADC TELECOMMUNICATIONS, INC. The undersigned, the Vice President, Chief Financial Officer of ADC Telecommunication, Inc., a Minnesota corporation (the "Company"), hereby certifies that: 1. The name of the Company is ADC Telecommunications, Inc. 2. The Company is a Minnesota corporation. 3. The following sentence, replacing in its entirety the first sentence of Article 3 of the Company's Restated Articles of Incorporation, contains the full text of the amendment to the Restated Articles of Incorporation of ADC Telecommunications, Inc. approved by the Company's shareholders at its Annual Meeting of Shareholders held on February 22, 1994: The aggregate number of shares which this corporation shall have authority to issue is 110,000,000 shares, divided into 100,000,000 shares of Common Stock, par value $.20 per share, and 10,000,000 shares of Preferred Stock, no par value. 4. The amendment has been adopted pursuant to Chapter 302A of the Minnesota Business Corporation Act. IN WITNESS WHEREOF, the undersigned, Robert E. Switz, the Vice President, Chief Financial Officer of ADC Telecommunication, Inc., being duly authorized on behalf of the Company, has executed this document effective as of the 28th day of February, 1994. By: /s/ Robert E. Switz ----------------------------------------- Robert E. Switz Vice President, Chief Financial Officer ARTICLES OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF ADC TELECOMMUNICATIONS, INC. The undersigned, Vice President, Corporate Secretary and General Counsel of ADC Telecommunication, Inc., a Minnesota corporation (the "Company"), hereby certifies that: 1. The name of the Company is ADC Telecommunications, Inc. 2. The Company is a Minnesota corporation. 3. The following sentence, replacing in its entirety the first sentence of Article 3 of the Company's Restated Articles of Incorporation, contains the full text of the amendment to the Restated Articles of Incorporation of ADC Telecommunications, Inc. approved by the Company's shareholders at its Annual Shareholders' Meeting held on February 27, 1996: The aggregate number of shares which this corporation shall have authority to issue is 310,000,000 shares, divided into 300,000,000 shares of Common Stock, par value $.20 per share, and 10,000,000 shares of Preferred Stock, no par value. 4. The amendment has been adopted pursuant to Chapter 302A of the Minnesota Business Corporation Act. IN WITNESS WHEREOF, the undersigned, David F. Fisher, Vice President, Corporate Secretary and General Counsel of ADC Telecommunication, Inc., being duly authorized on behalf of the Company has executed this document effective as of the 15th day of April, 1996. By: /s/ David F. Fisher -------------------------------------- David F. Fisher Vice President, Corporate Secretary and General Counsel EX-5.1 3 Exhibit 5.1 [Dorsey & Whitney LLP Letterhead] May 23, 1996 ADC Telecommunications, Inc. 12501 Whitewater Drive Minnetonka, Minnesota 55343 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 that you intend to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering 69,456 shares of Common Stock, $.20 par value (the "Shares") of ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), initially issuable upon the exercise of stock options granted pursuant to the ADC Telecommunications, Inc. Non-Incentive Stock Option and Indemnification Agreement between the Company and G. Atmar Thompson, dated March 1, 1996 (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinions expressed above is limited to the laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dorsey & Whitney LLP Dorsey & Whitney LLP RAR EX-23.2 4 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we consent to the incorporation by reference in this Registration Statement of our report dated December 13, 1995, included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October 31, 1995, and to all references to our firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota May 24, 1996 EX-24.1 5 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of William J. Cadogan, Robert E. Switz and David F. Fisher, with full power to each to act without the other, his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statements on Forms S-3 and S-8 relating to the acquisition of the shares of Da Tel Fibernet, Inc. and any or all amendments or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to file the same with such state commissions and other agencies as necessary, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed on this 28th day of March 1996, by the following persons. /s/ William J. Cadogan /s/ Robert E. Switz - --------------------------------- ---------------------------------- William J. Cadogan Robert E. Switz /s/ Charles T. Roehrick /s/ James C. Castle, Ph.D. - --------------------------------- ---------------------------------- Charles T. Roehrick James C. Castle, Ph.D. /s/ Thomas E. Holloran /s/ B. Kristine Johnson - --------------------------------- ---------------------------------- Thomas E. Holloran B. Kristine Johnson /s/ Charles W. Oswald /s/ Alan E. Ross - --------------------------------- ---------------------------------- Charles W. Oswald Alan E. Ross /s/ Jean-Pierre Rosso /s/ Donald M. Sullivan - --------------------------------- ---------------------------------- Jean-Pierre Rosso Donald M. Sullivan /s/ Warde F. Wheaton /s/ John D. Wunsch - --------------------------------- ---------------------------------- Warde F. Wheaton John D. Wunsch -----END PRIVACY-ENHANCED MESSAGE-----