-----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, A/gg2+eq80J/794RZleomi6y3UO4a4cIKhzOMW7hsE7Ob559uqQO6+BUFTaZP/qz tGrEuXCTVoz0tAYHznTypQ== 0001181431-10-060446.txt : 20101209 0001181431-10-060446.hdr.sgml : 20101209 20101209130750 ACCESSION NUMBER: 0001181431-10-060446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101208 FILED AS OF DATE: 20101209 DATE AS OF CHANGE: 20101209 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 13625 TECHNOLOGY DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529388080 MAIL ADDRESS: STREET 1: 13625 TECHNOLOGY DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETIC CONTROLS CO DATE OF NAME CHANGE: 19850605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORET MICKEY P CENTRAL INDEX KEY: 0001225114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01424 FILM NUMBER: 101241771 MAIL ADDRESS: STREET 1: 13625 TECHNOLOGY DRIVE (MS067) CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 4 1 rrd292476.xml FORET MERGER FORM 4 X0303 4 2010-12-08 1 0000061478 ADC TELECOMMUNICATIONS INC ADCT 0001225114 FORET MICKEY P 13625 TECHNOLOGY DRIVE EDEN PRAIRIE MN 55344 1 0 0 0 Common Stock 2010-12-08 4 D 0 20000 12.75 D 0 D Director Option (Right to Buy) 15.26 2010-12-08 4 D 0 5714 D 2013-02-03 Common Stock 5714 0 D Director Option (Right to Buy) 15.68 2010-12-08 4 D 0 297 D 2013-03-05 Common Stock 297 0 D Director Option (Right to Buy) 20.44 2010-12-08 4 D 0 3571 D 2014-03-03 Common Stock 3571 0 D Director Option (Right to Buy) 16.17 2010-12-08 4 D 0 4100 D 2015-03-02 Common Stock 4100 0 D Director Option (Right to Buy) 24.18 2010-12-08 4 D 0 2770 D 2016-03-08 Common Stock 2770 0 D Director Option (Right to Buy) 16.29 2010-12-08 4 D 0 4112 D 2014-03-07 Common Stock 4112 0 D Restricted Stock Units 2010-12-08 4 D 0 34550 12.75 D Common Stock 34550 0 D Restricted Stock Units (2-10) 2010-12-08 4 D 0 10687 12.75 D Common Stock 10687 0 D Convertible Notes Due 2013 28.091 2010-12-08 4 D 0 50000 D 2013-06-15 Cash 50000 0 D In connection with the acquisition of the Company by a wholly owned subsidiary of Tyco Electronics Ltd. ("TE") on December 8, 2010 (the "Acquisition") pursuant to an agreement and plan of merger dated July 12, 2010, as amended July 24, 2010 (the "Merger Agreement"), these shares of Company common stock were canceled and automatically converted into the right to receive $12.75 per share in cash, without interest and less any applicable withholding taxes. In connection with the Acquisition, this option vested in accordance with the terms of its applicable option award agreement, was assumed by TE and replaced with an option to purchase a number of shares of TE common stock equal to the number of shares of Company common stock based on a formula set forth in the Merger Agreement. Settled one-for-one in shares of Company common stock. In connection with the Acquisition, these restricted stock units were canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock units at target multiplied by $12.75 per share, less any applicable withholding taxes. The reporting person holds variable rate convertible unsecured subordinated notes of the Company with a face value of $50,000, which were purchased at a price of $24,250 (48.5% of face value). In connection with the Acquisition, the notes are no longer convertible into Company common stock. /s/ James G. Mathews, Attorney-in-Fact 2010-12-08 -----END PRIVACY-ENHANCED MESSAGE-----