-----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, VJ4ab/Q0HVQm/kPim1oDK7lorPjOWDTbIeQwHDoxmJXg9hb0rzdgoK/LijiK7eD5 xdZD0hRVQgtma9VxPWErgg== 0000061478-97-000006.txt : 19970417 0000061478-97-000006.hdr.sgml : 19970417 ACCESSION NUMBER: 0000061478-97-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970416 EFFECTIVENESS DATE: 19970416 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: 333-25311 FILM NUMBER: 97582399 BUSINESS ADDRESS: STREET 1: 12501 WHITEWATER DR CITY: MINNETONKA 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 April 16, 1997 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) OPTION CONVERSION AGREEMENT (Full title of the plan) Copies to: David F. Fisher, Esq. Robert A. Rosenbaum, Esq. Vice President, General Dorsey & Whitney LLP Counsel and Corporate Secretary Pillsbury Center South ADC Telecommunications, Inc. 220 South Sixth Street 12501 Whitewater Drive Minneapolis, Minnesota 55402 Minnetonka, Minnesota 55343 (612) 340-5681 (612) 938-8080 (Name, address, and telephone number 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 =============================================================================== Title of securities Proposed maximum Proposed maximum Amount of to be Amount to be offering price aggregate offering registration registered registered per share (1) price (1) fee (1) - ------------------------------------------------------------------------------- Common Stock 18,510 $1.49 $27,580 $8.36 ($.20 par value) =============================================================================== (1)This Registration Statement covers the maximum number of shares of the Registrant's Common Stock issuable pursuant to an employee stock option plan. The price per share and aggregate offering price amounts have been determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), based upon the per share price at which the options may be exercised. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of ADC Telecommunications, Inc. (the "ADC or the "Company") which have been filed with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended October 31, 1996; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1997; 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 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 pursuant to this Registration Statement 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 Composite Restated 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. II-1 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 the Company, as amended to date (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, dated April 15, 1997). 4.2 Restated Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3, dated April 15, 1997). 5.1 Opinion of Dorsey & Whitney LLP. 23.1 Consent of Arthur Andersen LLP, independent public accountants. 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 24.1 Power 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 to such information 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; II-2 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (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. II-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 the City of Minnetonka, State of Minnesota, on April 16, 1997. 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: April 16, 1997 -------------------------------------- William J. Cadogan Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer (principal executive officer) By /s/ Robert E. Switz Dated: April 16, 1997 -------------------------------------- Robert E. Switz Vice President, Chief Financial Officer (principal financial officer) By /s/ Charles T. Roehrick Dated: April 16, 1997 -------------------------------------- Charles T. Roehrick Vice President and Controller (principal accounting officer) By * Dated: April 16, 1997 -------------------------------------- James C. Castle, Ph.D. Director By * Dated: April 16, 1997 -------------------------------------- Thomas E. Holloran Director By * Dated: April 16, 1997 -------------------------------------- B. Kristine Johnson Director II-4 By * Dated: April 16, 1997 -------------------------------------- Charles W. Oswald Director By * Dated: April 16, 1997 -------------------------------------- Irene M. Qualters Director By * Dated: April 16, 1997 -------------------------------------- Alan E. Ross Director By * Dated: April 16, 1997 -------------------------------------- Jean-Pierre Rosso Director By * Dated: April 16, 1997 -------------------------------------- Donald M. Sullivan Director By * Dated: April 16, 1997 -------------------------------------- Warde F. Wheaton Director By * Dated: April 16, 1997 -------------------------------------- John D. Wunsch Director *By /s/ Robert E. Switz -------------------------------------- Robert E. Switz As Attorney-In-Fact II-5 EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 4.1 Restated Articles of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, dated April 15, 1997) 4.2 Restated Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3, dated April 15, 1997). 5.1 Opinion of Dorsey & Whitney LLP ........................... 23.1 Consent of Arthur Andersen LLP ............................ 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) 24.1 Power of Attorney ......................................... EX-5.1 2 Exhibit 5.1 [Letterhead of Dorsey & Whitney LLP] April 15, 1997 ADC Telecommunications, Inc. 12501 Whitewater Drive Minneapolis, Minnesota 55343 Re: Registration Statement on Form S-8 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 18,510 shares of Common Stock, par value $.20 per share (the "Shares") of ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), initially issuable upon the exercise of stock options granted pursuant to the Option Conversion Agreement, between the Company and Arthur J. Perrier, dated March 24, 1997 (the "Agreement"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. 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. ADC Telecommunications, Inc. April 15, 1997 Page 2 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 Agreement will be validly issued, fully paid and nonassessable. Our opinions expressed above are 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-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated November 26, 1996, included in ADC Telecommunications, Inc.'s Annual Report on Form 10-K for the year ended October 31, 1996, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota April 14, 1997 EX-24.1 4 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, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, 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 Apex Group, Inc., and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and with such state securities commissions and other agencies as necessary, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed on this 1st day of April 1997, 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/ Irene M. Qualters - -------------------------------- ------------------------------ Charles W. Oswald Irene M. Qualters /s/ Alan E. Ross /s/ Jean-Pierre Rosso - -------------------------------- ------------------------------ Alan E. Ross Jean-Pierre Rosso /s/ Donald M. Sullivan /s/ Warde F. Wheaton - -------------------------------- ------------------------------ Donald M. Sullivan Warde F. Wheaton /s/ John D. Wunsch - -------------------------------- John D. Wunsch -----END PRIVACY-ENHANCED MESSAGE-----