8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2003

ADC TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

0-1424
(Commission file number) 41-0743912
(IRS employer identification no.)

13625 Technology Drive, Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices, Including Zip Code)

(952) 938-8080
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

        Effective as of July 30, 2003, ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), amended and restated the Company's Shareholder Rights Agreement with Computershare Investor Services, LLC, originally adopted on September 23, 1986 (as amended, the "Rights Agreement"). The amended and restated Rights Agreement was executed on July 30, 2003. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Rights Agreement.

        In connection with the amendment and restatement of the Rights Agreement, the Rights issuable thereunder have been changed from a right to purchase a share of the Company's Common Stock to a right to purchase a fraction of a share of the Company's Series A Junior Participating Preferred Stock. In addition, the Final Expiration Date of the Rights has been extended from November 28, 2005 to July 30, 2013. The purchase price for each Right has been set at $17.00.

        A copy of the Rights Agreement and the exhibits thereto has been filed as an exhibit to a Form 8-A/A filed July 30, 2003, and is incorporated herein by reference. The foregoing description of the amendments to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits.

4-b

Rights Agreement, as amended and restated as of July 30, 2003, between the Company and Computershare Investor Services, LLC, as Rights Agent (which includes as Exhibit A, the Form of Certificate of Designation, Preferences and Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the Summary of Stock Rights) (incorporated by reference to similarly numbered exhibit on Form 8-A/A filed on July 30, 2003).



99.1

Press Release, dated July 30, 2003, furnished under Item 9.

Item 9. Regulation FD Disclosure.

        On July 30, 2003 the Company announced the amendment of its Rights Agreement. A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

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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 hereunto duly authorized.

	ADC TELECOMMUNICATIONS, INC.
	By:	/s/ Richard R. Roscitt Richard R. Roscitt Chairman and Chief Executive Officer
Dated: July 30, 2003

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EXHIBIT INDEX

Exhibit No.	Description
4-b	Rights Agreement, as amended and restated as of July 30, 2003, between the Company and Computershare Investor Services, LLC, as Rights Agent (which includes as Exhibit A, the Form of Certificate of Designation, Preferences and Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the Summary of Stock Rights) (incorporated by reference to similarly numbered exhibit on Form 8-A/A filed on July 30, 2003).
99.1	Press Release, dated July 30, 2003, furnished under Item 9.

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SIGNATURES
EXHIBIT INDEX

EX-99.1

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EXHIBIT 99.1

news release

For Immediate Release
Contact:
Mark Borman—Investor Relations
Chuck Grothaus—Public Relations
952.917.0590
952.917.0306

ADC Amends Shareowner Rights Plan

MINNEAPOLIS—July 30, 2003—ADC (NASDAQ: ADCT, www.adc.com) announced today that its board of directors has amended and restated the company's Shareowner Rights Plan. Under the plan, ADC shareowners hold one share purchase right for each share of ADC common stock they hold. Changes to the plan include extending the term of the plan to 2013 and providing for review of the plan at least once every three years by a committee of independent directors.

        The Shareowner Rights Plan is designed to enable all ADC shareowners to realize the full value of their investment and to provide for fair and equal treatment to all ADC shareowners in the event that an unsolicited attempt is made to acquire ADC. The plan is designed to encourage any potential acquirer of ADC to negotiate directly with ADC's board of directors. The plan was not adopted in response to any known efforts to acquire the company.

        The rights, which presently trade with ADC's common stock, effectively allow ADC shareowners to acquire ADC preferred stock with common stock features at a discount of 50% from the then current market value of the common stock if a person or group acquires, or announces a tender or exchange offer to acquire, an aggregate total of at least fifteen percent of ADC's outstanding common stock while the plan is in place. Any rights held by such an acquiring person or group are not exercisable. The exercise price of the rights has been set initially at $17.00 per right. Prior to any person acquiring, or announcing an intention to acquire, fifteen percent of ADC's outstanding common stock, ADC's board may redeem the rights for $0.0001 per right. Unless the rights are first redeemed, they may be exercised effectively to acquire an amount of ADC common shares, or shares of the third party acquirer, equal to the then current exercise price of the rights divided by 50% of the then current market price of the common stock of the issuing party.

        Further details of the amended and restated Plan are outlined in a summary that will be mailed to all ADC shareowners of record.

About ADC

        ADC is The Broadband Company™. ADC offers high-quality, value-added solutions of network equipment, software and systems integration services that enable communications service providers to deliver high-speed Internet, data, video and voice services to consumers and businesses worldwide. ADC (NASDAQ: ADCT) has sales into more than 100 countries. Learn more about ADC Telecommunications, Inc. at www.adc.com.

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ADC Amends Shareowner Rights Plan