-----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, R4NKKAKOi2qZdbkJ7ePnOosk/htv16ePhz+qxJHdOqnf3km1zor5pC+M+EM9pHoF xJPwuMvuqXU26hoUYUBIaw== 0000061478-97-000011.txt : 19970423 0000061478-97-000011.hdr.sgml : 19970423 ACCESSION NUMBER: 0000061478-97-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970422 EFFECTIVENESS DATE: 19970422 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: 333-25623 FILM NUMBER: 97585239 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 22, 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) ADC TELECOMMUNICATIONS, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (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) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Amount Title of maximum maximum of securities to Amount to offering price aggregate offering registration be registered be registered per share (1) price (1) fee - ------------------------------------------------------------------------------- Common Stock 400,000 $24 $9,600,000 $2,910 ($.20 par value) =============================================================================== (1)Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h), based upon the average of the high and low prices of the Common Stock on April 18, 1997, as reported on the Nasdaq National Market. Pursuant to General Instruction E of Form S-8, this Registration Statement relates to the registration of additional shares of Common Stock, $.20 par value ("Common Stock"), of the Registrant under the Registrant's 1991 Nonemployee Director Stock Option Plan, a stock-based employee benefit plan for which the Registrant registered 55,000 shares of Common Stock under Registration Statement filed with the Securities and Exchange Commission on May 3, 1991 (File No. 33-40357), the contents of each of which (including any post- effective amendments thereto) are hereby incorporated by reference herein. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by ADC Telecommunications, Inc. (the "Company") with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement, as of their respective dates: (a) The Company's Annual Report on Form 10-K for the year ended October 31, 1996. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since October 31, 1996. (c) The description of the Company's Common Stock contained in any Registration Statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All other reports and any definitive proxy or information statements subsequently filed by the Company 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. 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 regarding legality. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this Registration Statement). 24.1 Power of Attorney. ITEM 9. UNDERTAKINGS A. Post-Effective Amendments 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: II-1 (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; 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 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 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 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against 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 Act and will be governed by the final adjudication of such issue. II-2 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 22, 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 22, 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 22, 1997 ----------------------------------- Robert E. Switz Vice President, Chief Financial Officer (principal financial officer) By /s/ Charles T. Roehrick Dated: April 22, 1997 ----------------------------------- Charles T. Roehrick Vice President and Controller (principal accounting officer) By * Dated: April 22, 1997 ----------------------------------- James C. Castle, Ph.D. Director By * Dated: April 22, 1997 ----------------------------------- Thomas E. Holloran Director By * Dated: April 22, 1997 ----------------------------------- B. Kristine Johnson Director II-3 By * Dated: April 22, 1997 ----------------------------------- Charles W. Oswald Director By * Dated: April 22, 1997 ----------------------------------- Irene M. Qualters Director By * Dated: April 22, 1997 ----------------------------------- Alan E. Ross Director By * Dated: April 22, 1997 ----------------------------------- Jean-Pierre Rosso Director By * Dated: April 22, 1997 ----------------------------------- Donald M. Sullivan Director By * Dated: April 22, 1997 ----------------------------------- Warde F. Wheaton Director By * Dated: April 22, 1997 ----------------------------------- John D. Wunsch Director *By /s/ Robert E. Switz ----------------------------------- Robert E. Switz As Attorney-In-Fact II-4 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 [Dorsey & Whitney LLP Letterhead] April 21, 1997 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 400,000 shares (the "Shares") of Common Stock, par value $.20 per share, of ADC Telecommunications, Inc. (the "Company"), which may be issued pursuant to the Company's Nonemployee Director Stock Option Plan (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 this opinion. 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, assuming that the purchase price for the Shares is at least equal to the par value of the Shares, the Shares that will be originally issued to the Plan participants pursuant to the terms of the Plan, when issued and paid for in accordance with the Plan, will be duly authorized, 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 21, 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 a Registration Statement on Form S-8 of ADC Telecommunications, Inc. (the "Company") relating to the registration of 400,000 shares of the Company's Common Stock issuable under the Company's Nonemployee Director Stock Option Plan, 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-----