-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ru7odS5t00ntjMQyf/Mdpyvamy77Wf5a54bsbhvnhFm5mFLrh5BS/uojaPkH4q2M aX1kkaoqUFpa32nMa8TrjQ== 0000912057-94-002055.txt : 19940701 0000912057-94-002055.hdr.sgml : 19940701 ACCESSION NUMBER: 0000912057-94-002055 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940430 FILED AS OF DATE: 19940615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADC TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0000061478 STANDARD INDUSTRIAL CLASSIFICATION: 3661 IRS NUMBER: 410743912 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01424 FILM NUMBER: 94534297 BUSINESS ADDRESS: STREET 1: 4900 WEST 78TH ST. CITY: MINNEAPOLIS STATE: MN ZIP: 55435 BUSINESS PHONE: 6129388080 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETIC CONTROLS CO DATE OF NAME CHANGE: 19850605 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q (Mark One) /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1994 OR / / TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A Commission file number 0-1424 ADC TELECOMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-0743912 (state or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4900 WEST 78TH STREET, MINNEAPOLIS, MN 55435 (Address of principal executive offices) (zip code) (612) 938-8080 (Registrant's telephone number, including area code) N/A Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- _____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock, $.20 par value: 27,833,465 shares as of June 8, 1994 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - UNAUDITED (IN THOUSANDS) ASSETS APRIL 30, OCTOBER 31, 1994 1993 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 21,764 $ 16,324 Accounts receivable 69,548 66,830 Inventories 56,012 48,278 Prepaid income taxes and other assets 10,467 11,099 ----------- ----------- Total current assets 157,791 142,531 PROPERTY AND EQUIPMENT, net 64,148 62,876 OTHER ASSETS, principally goodwill 71,828 74,647 ----------- ----------- $ 293,767 $ 280,054 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' INVESTMENT APRIL 30, OCTOBER 31, 1994 1993 ----------- ----------- CURRENT LIABILITIES: Current maturities of long-term debt $ 400 $ 300 Accounts payable 14,208 21,194 Accrued liabilities 38,969 33,407 ----------- ----------- Total current liabilities 53,577 54,901 DEFERRED INCOME TAXES 2,617 3,949 LONG-TERM DEBT, less current maturities above 410 810 ----------- ----------- Total liabilities 56,604 59,660 STOCKHOLDERS' INVESTMENT (27,805 and 27,697 shares outstanding, respectively) 237,163 220,394 ----------- ----------- $ 293,767 $ 280,054 ----------- ----------- ----------- -----------
See accompanying notes to consolidated financial statements 2
ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE STATISTICS) FOR THE QUARTERS ENDED FOR THE SIX MONTHS ENDED APRIL 30, APRIL 30, ------------------------- ------------------------ 1994 1993 1994 1993 ---------- ---------- ---------- ---------- NET SALES $113,573 $ 88,999 $204,749 $167,647 COST OF PRODUCT SOLD 56,160 43,708 101,407 82,218 ---------- ---------- ---------- ---------- GROSS PROFIT 57,413 45,291 103,342 85,429 Gross profit percentage 50.6% 50.9% 50.5% 51.0% EXPENSES: Selling 20,359 17,825 37,898 33,675 Development and product engineering 12,247 10,282 23,250 19,819 General and administrative 7,529 5,211 13,869 10,789 ---------- ---------- ---------- ---------- Total expenses 40,135 33,318 75,017 64,283 ---------- ---------- ---------- ---------- OPERATING INCOME 17,278 11,973 28,325 21,146 OTHER INCOME (EXPENSE), NET: Interest 164 68 297 89 Other (1,434) (829) (1,988) (1,673) ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 16,008 11,212 26,634 19,562 PROVISION FOR INCOME TAXES 5,923 4,148 9,854 7,238 ---------- ---------- ---------- ---------- NET INCOME BEFORE EXTRAORDINARY ITEM 10,085 7,064 16,780 12,324 EXTRAORDINARY ITEM, NET OF TAXES 0 0 (1,450) 0 ---------- ---------- ---------- ---------- NET INCOME $ 10,085 $ 7,064 $ 15,330 $ 12,324 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- AVERAGE COMMON SHARES OUTSTANDING 27,784 27,484 27,760 27,404 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM $ 0.36 $ 0.26 $ 0.60 $ 0.45 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS PER SHARE $ 0.36 $ 0.26 $ 0.55 $ 0.45 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ORDERS $108,796 $ 93,214 $205,891 $171,577 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
See accompanying notes to consolidated financial statements 3 ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30 - UNAUDITED (IN THOUSANDS)
1994 1993 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,330 $ 12,324 Adjustments to reconcile net income to net cash from operating activities - Depreciation and amortization 11,213 10,092 Reduction in deferred compensation 543 393 Decrease in deferred income taxes (1,332) (165) Changes in assets and liabilities Accounts receivable (2,718) (8,151) Inventories (7,734) (3,383) Prepaid income taxes and other assets 814 (2,142) Accounts payable 514 873 Accrued liabilities 5,562 (255) --------- --------- Total cash provided from operating activities 22,192 9,586 CASH FLOWS FROM INVESTMENT ACTIVITIES: Contingent acquisition payment (7,087) 0 Property and equipment additions (10,261) (9,034) Long-term investments 0 (1,095) ---------- --------- Total cash used for investment activities (17,348) (10,129) CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES: Decrease in long-term debt (300) (13,324) Common stock issued 896 3,611 --------- --------- Total cash used for financing activities 596 (9,713) --------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,440 (10,256) CASH AND EQUIVALENTS, beginning of period 16,324 20,484 --------- ---------- CASH AND EQUIVALENTS, end of period $ 21,764 $ 10,228 ----------- ---------- ----------- ---------- SUPPLEMENTAL DISCLOSURES: Interest paid $ 80 $ 150 Income taxes paid $ 6,752 $ 7,720 ----------- ----------
See accompanying notes to consolidated financial statements 4
ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME LAST FOUR FISCAL QUARTERS - UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE STATISTICS) 2ND 1ST 4TH 3RD QUARTER QUARTER QUARTER QUARTER 1994 1994 1993 1993 ---------- ---------- ---------- ---------- NET SALES $113,573 $ 91,176 $105,125 $ 93,346 COST OF PRODUCT SOLD 56,160 45,247 51,646 44,708 ---------- ---------- ---------- --------- GROSS PROFIT 57,413 45,929 53,479 48,638 Gross profit percentage 50.6% 50.4% 50.9% 52.1% EXPENSES: Selling 20,359 17,539 19,110 17,647 Development and product engineering 12,247 11,003 11,089 10,080 General and administrative 7,529 6,340 6,302 5,788 ---------- ---------- ---------- ---------- Total expenses 40,135 34,882 36,501 33,515 ---------- ---------- ---------- ---------- OPERATING INCOME 17,278 11,047 16,978 15,123 OTHER INCOME (EXPENSE), NET: Interest 164 133 52 42 Other (1,434) (554) (1,200) (820) ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 16,008 10,626 15,830 14,345 PROVISION FOR INCOME TAXES 5,923 3,931 5,699 5,164 ---------- ---------- ---------- ---------- NET INCOME BEFORE EXTRAORDINARY ITEM 10,085 6,695 10,131 9,181 EXTRAORDINARY ITEM, NET OF TAXES 0 1,450 0 0 ---------- ---------- ---------- ---------- NET INCOME $ 10,085 $ 5,245 $ 10,131 $ 9,181 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- AVERAGE COMMON SHARES OUTSTANDING 27,784 27,735 27,641 27,544 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM $ 0.36 $ 0.24 $ 0.37 $ 0.33 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS PER SHARE $ 0.36 $ 0.19 $ 0.37 $ 0.33 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ORDERS $108,796 $ 97,206 $109,040 $ 95,020 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
See accompanying notes to consolidated financial statements 5 ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 ACCOUNTING POLICIES: The information furnished in this report is unaudited but reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. The operating results for the six months ended April 30, 1994 are not necessarily indicative of the operating results to be expected for the full fiscal year. These statements should be read in conjunction with the Company's most recent Annual Report on Form 10-K. Note 2 STOCK DIVIDEND: On May 26, 1993 the Company declared a two-for- one stock split in the form of a 100% stock dividend, payable June 28, 1993 to shareholders of record June 15, 1993. The share and per share information in this report have been adjusted to reflect the effect of the dividend. Note 3 ACCOUNTING FOR INCOME TAXES: Effective November 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities relating to differences between the financial statement and tax basis of assets and liabilities are determined using tax rates currently in effect for the periods in which the differences are expected to reverse. The adoption of SFAS No. 109 had no effect on net income for the six months ended April 30, 1994, and there was no material cumulative effect of the accounting change on years prior to November 1, 1993. Note 4 EXTRAORDINARY ITEM: The building that serves as headquarters for Fibermux Corporation, a wholly owned subsidiary of the Company, suffered damage as a result of the earthquake that struck Los Angeles on January 17, 1994. The Company recorded estimated damages of $1,450,000 (net of the related $850,000 tax benefit). The facility repairs were completed and all operations resumed by February 8, 1994. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The percentage relationships to net sales of certain income and expense items for the quarters and six months ended April 30, 1994 and 1993 and the percentage changes in these income and expense items between periods are contained in the following table:
Percentage Increase Percentage of Net Sales Between Periods ----------------------------- --------------------- Quarters Ended Six Months Ended Quarters Six Months April 30, April 30, Ended Ended --------------- ---------------- 1994 1993 1994 1993 April 30 April 30 ------ ------ ------ ------ -------- -------- NET SALES 100.0% 100.0% 100.0% 100.0% 27.6% 22.1% COST OF PRODUCTS SOLD (49.4) (49.1) (49.5) (49.0) 28.5 23.3 ------ ------ ------ ------ GROSS PROFIT 50.6 50.9 50.5 51.0 26.8 21.0 EXPENSES: Selling (18.0) (20.0) (18.5) (20.1) 14.2 12.5 Development and product engineering (10.8) (11.6) (11.4) (11.8) 19.1 17.3 General and administrative (6.6) (5.8) (6.8) (6.5) 44.5 28.5 ------ ------ ------ ------ OPERATING INCOME 15.2 13.5 13.8 12.6 44.3 33.9 OTHER INCOME (EXPENSE), Net: Interest .2 .1 .1 .1 - - Other (1.3) (1.0) (.9) (1.0) 73.0 18.8 ------ ------ ------ ------ INCOME BEFORE INCOME TAXES 14.1 12.6 13.0 11.7 42.8 36.2 PROVISION FOR INCOME TAXES (5.2) (4.7) (4.8) (4.3) 42.8 36.1 ------ ------ ------ ------ NET INCOME BEFORE EXTRAORDINARY ITEM 8.9 7.9 8.2 7.4 42.8 36.2 EXTRAORDINARY ITEM, NET OF TAXES -- -- (.7) -- -- -- ------ ------ ------ ------ NET INCOME 8.9% 7.9% 7.5% 7.4% 42.8 24.4 ------ ------ ------ ------ ------ ------ ------ ------
7 RESULTS OF OPERATIONS NET SALES: Net sales for the quarter and six months ended April 30, 1994 by product group, compared to the quarter and six months ended April 30, 1993, were as follows (dollars in thousands):
Quarters Ended April 30, Six Months Ended April 30, ----------------------------------- --------------------------------------- 1994 1993 1994 1993 ---------------- ----------------- ----------------- ----------------- Product Group Net Sales % Net Sales % Net Sales % Net Sales % --------- ----- --------- ----- --------- ----- ---------- ----- Transmission $25,236 22.2% $15,007 16.9% $45,762 22.3% $29,117 17.4% Networking 32,162 28.3 24,211 27.2 55,196 27.0 43,904 26.2 Broadband Connectivity 56,175 49.5 49,781 55.9 103,791 50.7 94,626 56.4 -------- ----- -------- ----- -------- ----- -------- ----- Total $113,573 100.0% $88,999 100.0% $204,749 100.0% $167,647 100.0% -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- -------- -----
The three-month and six-month increases in net sales reflect increased sales volume in all product groups and all ADC entities. Second quarter 1994 net sales of networking products include approximately $4 million of Fibermux Corporation (Fibermux) shipments that the Company was not able to ship in first quarter 1994 after the Fibermux facility sustained earthquake damage in mid-January. Net sales of fiber optic products represented 34.5% and 33.2% of total net sales for the quarters ended April 30, 1994 and 1993, respectively. For the six months ended April 30, 1994 and 1993, net sales of fiber optic products represented 33.5% and 33.6% of total net sales, respectively. GROSS PROFIT: The second quarter 1994 gross profit percentage of 50.6% of net sales was slightly lower than the 50.9% gross profit percentage for second quarter 1993 primarily due to a less favorable product sales mix. For the six-month periods ended April 30, 1994 and 1993, the gross profit percentages were 50.5% of net sales and 51.0% of net sales, respectively. The 1994 year-to-date decrease primarily reflects a less favorable product sales mix. OPERATING EXPENSES: Although selling expense was down as a percentage of net sales in the quarter and six months ended April 30, 1994, marketing and selling activities associated with new product introductions continued at a higher level, resulting in a 14.2% increase in selling expenses during the quarter and a 12.5% increase during the six months ended April 30, 1994. Development and product engineering expenses, also reflecting new product development efforts, increased 19.1% during the quarter and 17.3% during the six months ended April 30, 1994, but decreased slightly as a percentage of net sales. 8 Company management continues its efforts to balance the cost of product development with expense control and remains committed to minimizing the rate of increase of such expenses, while addressing the major technological changes underway in the telecommunications industry. General and administrative expenses increased 44.5% during the quarter ended and 28.5% during the six months ended April 30, 1994 primarily as a result of increased compensation expenses, including increased incentive-based and stock-based compensation. Company management anticipates that general and administrative expenses as a percentage of net sales will decrease slightly during the second half of the year. OTHER INCOME (EXPENSE), NET: In the quarter and six months ended April 30, 1994, the net interest income (expense) category represented net interest income on cash balances. (See Liquidity and Capital Resources below for a discussion of borrowings.) Other expense primarily represents amortization of the goodwill portions of the Fibermux, Kentrox Industries, Inc. and American Lightwave Systems, Inc. acquisition prices. INCOME TAXES: The effective income tax rate was 37.0% for the quarters and six months ended April 30, 1994 and 1993. In addition to the non-deductible goodwill amortization amounts discussed above, the 37.0% rate reflects the beneficial impact of tax credits. Effective November 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities relating to differences between the financial statement and tax basis of assets and liabilities are determined using tax rates currently in effect for the periods in which the differences are expected to reverse. The adoption of SFAS No. 109 had no effect on net income for the six months ended April 30, 1994, and there was no material cumulative effect of the accounting change on years prior to November 1, 1993. EXTRAORDINARY ITEM: The extraordinary charge of $1,450,000, net of income taxes, or $.05 per share, recorded in the quarter ended January 31, 1994, represents the charge to clean up and repair the damage from the earthquake at the Fibermux facility. NET INCOME: For the quarter ended April 30, 1994, net income was $10,085,000 or $.36 per share, 42.8% higher than the $7,064,000, or $.26 per share net income for the quarter ended April 30, 1993. Net income of $15,330,000, or $.55 per share for the six months ended 9 April 30, 1994 reflected the extraordinary charge discussed above and compared to net income of $12,324,000, or $.45 per share, for the six months ended April 30, 1993, reflecting a 24.4% increase over the comparable prior year period. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents, primarily short-term investments in commercial paper with maturities of less than 90 days, increased $5,440,000 during the six months ended April 30, 1994 and decreased $10,256,000 during the six months ended April 30, 1993, respectively. The 1994 increase primarily reflects increased cash provided from operating activities and the absence of debt repayments, offset by the $7,087,000 contingent acquisition payment for ALS which was accrued at October 31, 1993 and paid during the quarter ended January 31, 1994. ADC currently has no contingent acquisition purchase price arrangements outstanding. The Company may borrow up to $40 million under revolving credit agreements. Borrowings under these agreements bear interest at floating short-term market rates, can be repaid any time without penalty and can be converted to term loans bearing interest principally at the prime rate, payable in annual installments through December 2000. In May 1991, the Company's acquisition of Fibermux was partially financed by borrowing the total $40 million. The full $40 million was outstanding until April 1992, when the Company began repaying the debt. All debt had been repaid by April 30, 1993. At April 30, 1994, $40 million of borrowings under these agreements remained available to the Company, and its long-term debt to total capitalization ratio was .2%. The Company's long-term debt to total capitalization ratio was .4% at October 31, 1993. Management expects that cash generated from operating activities plus borrowings available under revolving credit agreements will be adequate to fund operating requirements and property and equipment expenditures for the remainder of 1994. However, management recognizes the dynamic nature of the telecommunications industry, and the possibility that one or more of the Company's product initiatives may achieve strong market acceptance during the year. In such event, the Company would consider appropriate financing alternatives. Total property and equipment additions for 1994 are expected to be approximately $25 million. 10 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits 4-a Specimen certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1989). 4-b Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended to date. (Incorporated by reference to Exhibit 4(b) of the Company's Registration Statement on Form 8-A dated March 11, 1994, for the Company's 1994 Employee Stock Purchase Plan). 4-c Composite Restated Bylaws of ADC Telecommunications, Inc., as amended to date (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989). 4-d Amended and Restated Rights Agreement, amended and restated as of August 16, 1989 between ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (Incorporated by reference to Exhibit 1 to Amendment No. 1 on Form 8 dated August 16, 1989, to the Company's Registration Statement on Form 8-A dated September 23, 1986). b. Reports on Form 8-K None. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADC TELECOMMUNICATIONS, INC. BY: /S/ ROBERT E. SWITZ ------------------------------- Robert E. Switz Vice President, Chief Financial Officer (Principal Financial Officer, Duly Authorized Officer) Dated: June 15, 1994 12 ADC TELECOMMUNICATIONS, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 1994 Exhibit Number Description Page - - - ------- ----------- ---- 4-a Specimen certificate for shares of Common Stock of ADC N/A Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1989). 4-b Restated Articles of Incorporation of ADC N/A Telecommunications, Inc., as amended to date. (Incorporated by reference to Exhibit 4(b) of the Company's Registration Statement on Form 8-A dated March 11, 1994, for the Company's 1994 Employee Stock Purchase Plan). 4-c Composite Restated Bylaws of ADC Telecommunications, N/A Inc., as amended to date (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989). 4-d Amended and Restated Rights Agreement, amended and N/A restated as of August 16, 1989 between ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (Incorporated by reference to Exhibit 1 to Amendment No. 1 on Form 8 dated August 16, 1989, to the Company's Registration Statement on Form 8-A dated September 23, 1986). 13 -----END PRIVACY-ENHANCED MESSAGE-----