-----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, OfM90lvh/MExeTj2sRi2cZjLM8i+JjuP0HI6iDE68ezisZrLbq4iAbQWLSnvcLf/ +P71CcxUWwX3YPZQaCMcjQ== 0000912057-02-007684.txt : 20020414 0000912057-02-007684.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007684 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020226 EFFECTIVENESS DATE: 20020226 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: 333-83420 FILM NUMBER: 02558899 BUSINESS ADDRESS: STREET 1: 12501 WHITEWATER DR CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9529462324 MAIL ADDRESS: STREET 1: 12501 WHITEWATER DR CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETIC CONTROLS CO DATE OF NAME CHANGE: 19850605 S-8 1 a2071678zs-8.htm FORM S-8
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UNITED STATES
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
of incorporation or organization)
(I.R.S. employer
identification no.)

13625 Technology Drive
Eden Prairie, Minnesota

55344
(Address of principal executive offices) (Zip code)

ADC TELECOMMUNICATIONS, INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Jeffrey D. Pflaum
Vice President, Chief Legal Officer and Secretary
ADC Telecommunications, Inc.
13625 Technology Drive
Eden Prairie, Minnesota 55344
(Name and address of agent for service)

(952) 938-8080
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE



Title of securities
to be registered
  Amount to be
registered(1)
  Proposed maximum
offering price
per share(2)
  Proposed maximum
aggregate
offering price(2)
  Amount of
registration fee

Common Stock
($.20 par value)(3)
  15,000,000 Shares   $3.64   $54,600,000.00   $5,024

(1)
Represents the shares of common stock of ADC Telecommunications, Inc. issuable pursuant to the ADC Telecommunications, Inc. Global Employee Stock Purchase Plan.

(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based upon the average of the high and low prices of the common stock as reported on the Nasdaq National Market on February 20, 2002.

(3)
Includes corresponding rights to acquire shares of ADC Telecommunications, Inc. common stock pursuant to the Second Amended and Restated Rights Agreement, dated as of November 28, 1995, as amended, between ADC Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, National Association) and Computershare Investment Services, LLC.

        Pursuant to General Instruction E of Form S-8, this Registration Statement relates to the registration of 15,000,000 shares of common stock, $.20 par value per share ("Common Stock"), of the Registrant under the ADC Telecommunications, Inc. Global Employee Stock Purchase Plan, a stock-based employee benefit plan for which the Registrant registered 8,000,000 shares of common stock under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 11, 1994 (File No. 033-52637), the contents of which (including any post-effective amendments thereto) are hereby incorporated by reference herein. The shares listed above reflect all stock splits of the Registrant effective through the date of this filing.





PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1   Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended (incorporated by reference to Exhibit 4.1 of ADC's Registration Statement on Form S-3 dated April 15, 1997).

4.2

 

Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000 (incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14, 2000).

4.3

 

Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated June 30, 2000 (incorporated by reference to Exhibit 4-g to ADC's Form 10-Q for the quarter ended July 31, 2000).

4.4

 

Restated Bylaws of ADC Telecommunications, Inc., as amended (incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S-3 dated April 15, 1997).

4.5

 

Form of certificate for shares of common stock of ADC (incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996).

4.6

 

Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank Minnesota, National Association (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Rights Certificate (incorporated by reference to Exhibit 4 to ADC's Current Report on Form 8-K dated December 11, 1995).

4.7

 

Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999 between ADC Telecommunications, Inc. and Norwest Bank Minnesota, National Association (incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999).

4.8

 

Amendment No. 2 to Second Amended and Restated Rights Agreement dated as of November 15, 2000 between ADC Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) and Computershare Investment Services, LLC (incorporated by reference to Exhibit 4.8 to ADC's Registration Statement on Form S-8 dated February 28, 2001).

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 (included on signature page).

1



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 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 Eden Prairie, State of Minnesota, as of the 26th of February, 2002.

  ADC TELECOMMUNICATIONS, INC.

 

By

/s/ Richard R. Roscitt

Richard R. Roscitt
Chairman of the Board, President and Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey D. Pflaum and Charles T. Roehrick and each of them acting individually, as such person's true and lawful attorneys-in-fact and agents, each with full power of substitution, for such person, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may 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 on February 26, 2002, by the following persons in the capacities indicated:

Signature
  Title

/s/ Richard R. Roscitt

Richard R. Roscitt

 

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

/s/ Robert E. Switz

Robert E. Switz

 

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ Charles T. Roehrick

Charles T. Roehrick

 

Vice President, Controller (Principal Accounting Officer)

/s/ Robert Annunziata

Robert Annunziata

 

Director

/s/ John A. Blanchard III

John A. Blanchard III

 

Director

2



/s/ John J. Boyle III

John J. Boyle III

 

Director

/s/ James C. Castle

James C. Castle, Ph.D.

 

Director

/s/ B. Kristine Johnson

B. Kristine Johnson

 

Director

/s/ Jean-Pierre Rosso

Jean-Pierre Rosso

 

Director

/s/ Larry W. Wangberg

Larry W. Wangberg

 

Director

/s/ John D. Wunsch

John D. Wunsch

 

Director

/s/ Charles D. Yost

Charles D. Yost

 

Director

3



EXHIBIT INDEX

Exhibit
   
4.1   Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended (incorporated by reference to Exhibit 4.1 of ADC's Registration Statement on Form S-3 dated April 15, 1997).

4.2

 

Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000 (incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14, 2000).

4.3

 

Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated June 30, 2000 (incorporated by reference to Exhibit 4-g to ADC's Form 10-Q for the quarter ended July 31, 2000).

4.4

 

Restated Bylaws of ADC Telecommunications, Inc., as amended (incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S-3 dated April 15, 1997).

4.5

 

Form of certificate for shares of common stock of ADC (incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996).

4.6

 

Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank Minnesota, National Association (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Rights Certificate (incorporated by reference to Exhibit 4 to ADC's Current Report on Form 8-K dated December 11, 1995).

4.7

 

Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999 between ADC Telecommunications, Inc. and Norwest Bank Minnesota, National Association (incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999).

4.8

 

Amendment No. 2 to Second Amended and Restated Rights Agreement dated as of November 15, 2000 between ADC Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) and Computershare Investment Services, LLC (incorporated by reference to Exhibit 4.8 to ADC's Registration Statement on Form S-8 dated February 28, 2001).

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 (included on signature page).

4




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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EX-5.1 3 a2071678zex-5_1.htm EXHIBIT 5.1
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Exhibit 5.1

[Dorsey & Whitney LLP Letterhead]

February 26, 2002

ADC Telecommunications, Inc.
13625 Technology Drive
Eden Prairie, Minnesota 55344

        Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

        Reference is made to the Registration Statement on Form S-8 ("Registration Statement") 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 up to 15,000,000 (the "Shares") of common stock, par value $.20 per share, of ADC Telecommunications, Inc. ("ADC"). The Shares will be issuable from time to time under the ADC Telecommunications, Inc. Global Employee Stock Purchase 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 our opinions 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. As to questions of fact material to our opinions, we have relied upon certificates of officers of ADC 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, and any relevant agreements thereunder, 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

TCC




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EX-23.1 4 a2071678zex-23_1.htm EXHIBIT 23.1
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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 reports dated November 21, 2001, included in ADC Telecommunications, Inc.'s Annual Report on Form 10-K for the year ended October 31, 2001, and to all references to our firm included in this registration statement.

/s/ Arthur Andersen LLP

Minneapolis, Minnesota
February 25, 2002





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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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