-----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+MF1XT7AtGEMKUT03RYWjlCbuGO4as/US4gCJYeFxfbHtEOD7k3P6Ct9VahNoAL SWhItIlLoeVE1hgzaivbtw== 0000891618-99-004419.txt : 19991018 0000891618-99-004419.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891618-99-004419 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991001 EFFECTIVENESS DATE: 19991001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERILINK CORP CENTRAL INDEX KEY: 0000774937 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942857548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88301 FILM NUMBER: 99722034 BUSINESS ADDRESS: STREET 1: 145 BAYTECH DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089451199 MAIL ADDRESS: STREET 1: 145 BAYTECH DR CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 1, 1999 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------- VERILINK CORPORATION (Exact name of Registrant as specified in its charter) ---------------------------------------------- Delaware 94-2857548 (State of Other Jurisdiction (I.R.S. Employer of Incorporation of Organization) Identification No.)
145 Baytech Drive San Jose, California 95134 (Address of Principal Executive Offices) Amended and Restated 1993 Stock Option Plan (Full Title of Plans) ---------------------------------------------- John C. Batty Vice President, Finance Verilink Corporation 145 Baytech Drive San Jose, California 95134 (Name and Address of Agent for Service) (408) 945-1199 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Cori M. Allen, Esq. Morrison & Foerster LLP 755 Page Mill Road Palo Alto, California 94304-1018 (415) 813-5600 -------------------------------------------------- CALCULATION OF REGISTRATION FEE
====================================================================================================================== Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share(1) Price(1) Fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share 1,000,000 $2.375 $2,375,000 $660.25 ======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and (c) under the Securities Act of 1933, as amended, based upon an average of the high and low prices of Verilink Corporation common stock reported on the Nasdaq National Market on September 29, 1999. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part 1 of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Securities and Exhange Commission (the "Commission"): 1. The contents of the Registrant's Registration Statements on Form S-8, Commission File No. 333-05651 and 333-69755, including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. 2. The Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. Exhibits. 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (See signature page) 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Verilink Corporation 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 San Jose, State of California, on October 1, 1999. VERILINK CORPORATION By: /s/ Dannelle M. Emmett --------------------------------- Dannelle M. Emmett, Secretary POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Graham G. Pattison and John C. Batty and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Graham G. Pattison President, Chief Executive Officer and October 1, 1999 - ------------------------ Director Graham G. Pattison (Principal Executive Officer) /s/ John C. Batty Vice President, Finance and October 1, 1999 - ------------------------ Chief Financial Officer John C. Batty (Principal Financial and Accounting Officer) /s/ Howard Oringer Chairman of the Board of Directors, October 1, 1999 - ------------------------ Director Howard Oringer /s/ Leigh S. Belden Director October 1, 1999 - ------------------------ Leigh S. Belden /s/ Steven C. Taylor Vice Chairman of the Board of Directors, October 1, 1999 - ------------------------ Director Steven C. Taylor /s/ John Major Director October 1, 1999 - ------------------------- John Major /s/ John A. McGuire Director October 1, 1999 - ------------------------- John A. McGuire
3 4 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (see signature page)
4 EX-5.1 2 OPINION OF MORRISON FOERSTER LLP 1 Exhibit 5.1 [MORRISON & FOERSTER LLP LETTERHEAD] October 1, 1999 Verilink Corporation 145 Baytech Drive San Jose, California 95134 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 executed by you on October 1, 1999, and to be filed with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,000,000 shares of your common stock, $.01 par value (the "Common Stock") issuable upon exercise of options which have been and will be granted pursuant to the Amended and Restated 1993 Stock Option Plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the shares of Common Stock or options to purchase shares of Common Stock under the Plan (the "Plan Shares") and such documents as we have deemed necessary to render this opinion. Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plans, will be validly issued, fully paid and nonassessable shares of Common Stock. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP ----------------------------- EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 21, 1999, except as to Note 9 which is as of September 22, 1999, relating to the consolidated financial statements which appears in Verilink Corporation's Annual Report on Form 10-K for the year ended June 27, 1999. PRICEWATERHOUSECOOPERS LLP San Jose, California September 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----