-----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, WU2yl/JxmU+H8Bfr79KFMUL9etblKxwuYCrE3CBbQQoF/1bsivKvk+Y9g8BiScNk WwtGzPqzDzaznXIca9W+RA== /in/edgar/work/20000908/0000950144-00-011164/0000950144-00-011164.txt : 20000922 0000950144-00-011164.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950144-00-011164 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000908 EFFECTIVENESS DATE: 20000908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARADYNE NETWORKS INC CENTRAL INDEX KEY: 0000076174 STANDARD INDUSTRIAL CLASSIFICATION: [3670 ] IRS NUMBER: 520891723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45396 FILM NUMBER: 719034 BUSINESS ADDRESS: STREET 1: 8545 126TH AVE NORTH STREET 2: P O BOX 2826 CITY: LARGO STATE: FL ZIP: 33773 BUSINESS PHONE: 7275302000 MAIL ADDRESS: STREET 1: 8545 126TH AVE NORTH CITY: LARGO STATE: FL ZIP: 33773 FORMER COMPANY: FORMER CONFORMED NAME: PARADYNE CORP DATE OF NAME CHANGE: 19920717 S-8 1 g64107s-8.txt PARADYNE NETWORKS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- PARADYNE NETWORKS, INC. ----------------------- (Exact name of registrant as specified in its charter) -------------------- DELAWARE 75-2658219 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8545 126TH AVENUE NORTH LARGO, FLORIDA 33773 (727) 530-2000 --------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PARADYNE NETWORKS, INC. AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN PARADYNE NETWORKS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN --------------------------------------------------------- (Full title of the plans) -------------------- PATRICK M. MURPHY PARADYNE NETWORKS, INC. 8545 126TH AVENUE NORTH LARGO, FLORIDA 33773 (727) 530-2000 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: BRYAN E. DAVIS ALSTON & BIRD LLP ONE ATLANTIC CENTER 1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30309 (404) 881-7000
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value 3,533,846 (2) $24.59 (3) $86,897,273.14 (3) $22,940.88 - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value 3,677,238 (4) $21.94 (5) $80,678,601.72 (5) $21,299.15 - -------------------------------------------------------------------------------------------------------------------------------
(1) An aggregate of 12,579,346 shares of Paradyne Networks, Inc. Common Stock have been reserved for issuance under the Paradyne Networks, Inc. Amended and Restated 1996 Equity Incentive Plan (the "EIP"). An aggregate of 1,631,738 shares of Paradyne Networks, Inc. Common Stock have been reserved for issuance under the Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan (the "ESPP"). The Registrant has previously filed a Registration Statement on Form S-8 with respect to 4,992,507 shares issuable under the EIP and 1,000,000 shares issuable under the ESPP. This Registration Statement also covers any additional shares that may hereafter become issuable as a result of the adjustment and anti-dilution provisions in the EIP and the ESPP. (2) Includes 3,533,846 shares subject to outstanding options under the EIP. (3) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h), as determined by the weighted average exercise price for shares subject to outstanding options under the EIP. (4) Includes 3,045,500 shares issuable upon the exercise of stock options that may be granted under the EIP and 631,738 shares issuable under the ESPP. (5) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h), as determined by the average of the high and low prices quoted on the Nasdaq National Market on September 1, 2000. =============================================================================== 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant's Registration Statement on Form S-8 with respect to the EIP and the ESPP filed with the Securities and Exchange Commission on July 16, 1999 (File No. 333-83073) is hereby incorporated by reference. ITEM 8. EXHIBITS. The exhibits included as part of this Registration Statement are as follows: Exhibit No. Exhibit 4.1* Amended and Restated Certificate of Incorporation. 4.2** Amended and Restated Bylaws. 5.1 Opinion of Alston & Bird LLP, counsel to the Registrant, as to the legality of the securities being registered. 23.1 Consent of Alston & Bird LLP. Reference is made to Exhibit 5.1. 23.2 Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants. 24.1 Power of Attorney is contained on the signature pages. * Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on May 21, 1999. ** Incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on May 21, 1999. 3 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 Largo, State of Florida, on this 8th day of September, 2000. PARADYNE NETWORKS, INC. By: /s/ Andrew S. May --------------------------------------- Andrew S. May Chief Executive Officer POWER OF ATTORNEY KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Andrew S. May and Patrick M. Murphy, and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any 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, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. 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. Signature Title Date --------- ----- ---- /s/ Andrew S. May Chief Executive Officer and September 7, 2000 - ----------------------- Director Andrew S. May (Principal Executive Officer) /s/ Patrick M. Murphy Senior Vice President, Chief September 8, 2000 - ----------------------- Financial Officer, Corporate Patrick M. Murphy Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) 4 /s/ Thomas E. Epley Chairman of the Board September 6, 2000 - ----------------------- Thomas E. Epley /s/ Keith B. Geeslin Director September 6, 2000 - ----------------------- Keith B. Geeslin /s/ David M. Stanton Director September 6, 2000 - ----------------------- David M. Stanton EX-5.1 2 g64107ex5-1.txt OPINION OF ALSTON & BIRD LLP 1 Exhibit 5.1 ALSTON&BIRD LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax: 404-881-4777 www.alston.com September 8, 2000 Paradyne Networks, Inc. 8545 126th Avenue North Largo, Florida 33773 Re: Form S-8 Registration Statement -- Paradyne Networks, Inc. Amended and Restated Equity Incentive Plan and Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan Ladies and Gentlemen: We have acted as counsel for Paradyne Networks, Inc., a Delaware corporation (the "Corporation"), in connection with the referenced Registration Statement on Form S-8 (the "Registration Statement") being filed by the Corporation with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and covering 7,211,084 shares of the Corporation's Common Stock, par value $0.001 per share ("Common Stock"), that may be issued pursuant to the Paradyne Networks, Inc. Amended and Restated 1996 Equity Incentive Plan and Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan (the "Plans"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K. In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Corporation, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. The opinions set forth herein are limited to the General Corporation Law of the State of Delaware. Based upon the foregoing, it is our opinion that the 7,211,084 shares of Common Stock covered by the Registration Statement and to be issued pursuant to the Plans, when issued in accordance with the terms and conditions of the Plans, will be validly issued, fully paid and nonassessable. This Opinion Letter is provided to you for your benefit solely with regard to the Registration Statement, may be relied upon by you only in connection with the Registration Statement, and may not be relied upon by any other person or for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. Sincerely, ALSTON & BIRD LLP By: /s/ Laura G. Thatcher --------------------- A Partner EX-23.2 3 g64107ex23-2.txt CONSENT OF PRICEWATERHOUSE COOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Paradyne Networks, Inc. of our report dated January 19, 2000, relating to the consolidated financial statements and financial statement schedules, which appears in the Form 10-K and of our report dated June 1, 2000 relating to the financial statements of Control Resources (a carve-out entity of P-Com, Inc.), which appears in the Current Report on Form 8-K/A of Paradyne Networks, Inc. dated June 28, 2000. /s/ PricewaterhouseCoopers LLP -------------------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida September 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----