-----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, PAL95uVJbruOxAer3Xp/Py0nqfL5sxmX49xg2xalYVWBP/fRXsbFK7ueRnc7dtIw jCCVM9SmOgKUKh7ilNBuuA== 0000928385-99-002758.txt : 19990908 0000928385-99-002758.hdr.sgml : 19990908 ACCESSION NUMBER: 0000928385-99-002758 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990907 EFFECTIVENESS DATE: 19990907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWBRIDGE NETWORKS CORP CENTRAL INDEX KEY: 0000827301 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 980077506 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86669 FILM NUMBER: 99707144 BUSINESS ADDRESS: STREET 1: 600 MARCH ROAD PO BOX 13600 STREET 2: KANATA ONTARIO CANADA CITY: K2K 2E6 STATE: A6 BUSINESS PHONE: 6135913600 MAIL ADDRESS: STREET 1: 600 MARCH ROAD STREET 2: KANATA ONTARIO CANADA CITY: K2K 2E6 STATE: A6 S-8 1 EMPLOYEE STOCK PURCHASE PLAN Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ NEWBRIDGE NETWORKS CORPORATION (Exact name of Registrant as specified in its charter) Canada 98-0077506 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 March Road, Kanata, Ontario, Canada K2K 2E6 (Address of Principal Executive Offices) (Zip Code) ___________________ Newbridge Networks Corporation Employee Stock Purchase Plan (Full title of the plan) John A. Farmer Secretary Newbridge Networks Corporation 600 March Road Kanata, Ontario, Canada K2K 2E6 (Name and address of agent for service) ___________________ (613) 591-3600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum securities to Amount to offering price aggregate offering Amount of be registered be registered per share/*/ price* registration fee - ------------------------------------------------------------------------------------------------- Common Shares 500,000 shares US$26-7/8 US$13,437,500 US$3,736
. Solely for the purpose of computing the registration fee and calculated in accordance with Rule 457(c), based upon the average of the high and low prices for the Common Shares reported in the consolidated reporting system on September 2, 1999. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is a new Registration Statement covering 500,000 Common Shares which may be issued pursuant to the Newbridge Networks Corporation Employee Stock Purchase Plan. Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference and made a part hereof: the Company's Annual Report on Form 10-K for the fiscal year ended May 2, 1999; and the Company's Registration Statement on Form 8-A dated August 30, 1994 (for a description of the Company's Common Shares). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934 after the date of the Prospectus and prior to the filing of a post-effective amendment which indicates that all Common Shares offered by the Prospectus have been sold or that deregisters all shares then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. The Company will provide without charge to each person to whom a copy of the Prospectus is delivered, upon written or oral request, a copy of any or all of the foregoing documents incorporated herein by reference (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the Secretary, Newbridge Networks Corporation, 600 March Road, Kanata, Ontario, Canada K2K 2E6, telephone (613) 591-3600. Item 5. Interests of Named Experts and Counsel. The consolidated financial statements of Newbridge Networks Corporation included in the Company's Annual Report on Form 10-K for the fiscal year ended May 2, 1999 and incorporated herein by reference, for the periods indicated in their report, have been examined by Deloitte & Touche LLP, 90 Sparks Street, Ottawa, Ontario, independent chartered accountants, whose report on such financial statements appear in such Annual Report and are also incorporated herein. Such financial statements have been incorporated II-1 herein in reliance upon the report of Deloitte & Touche LLP given upon their authority as experts in accounting and auditing. The validity of the issuance of the Common Shares offered by the Company hereby will be passed upon for the Company by Osler, Hoskin & Harcourt, Ottawa, Ontario. As of July 6, 1999, Kent H. E. Plumley, a director of the Company and a member of such firm, or members of his immediate family, beneficially owned 274,687 Common Shares. The Company is also represented by Hunton & Williams, New York, New York, who will pass upon certain legal matters relating to the Company and the offering of the Common Shares in the United States. Item 8. Exhibits. 5.1 Opinion of Hunton & Williams. 5.2 Opinion of Osler, Hoskin & Harcourt. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion filed as Exhibit 5.2). 23.3 Consent of Deloitte & Touche LLP. 24 Powers of Attorney. (1) _________________________ (1) Incorporated by reference to Exhibit 25 to the Company's Registration Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed on Form S-8 on September 1, 1992. II-2 SIGNATURES Pursuant to the requirements of the United States 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 Kanata, Province of Ontario, Canada on the 17th day of August, 1999. NEWBRIDGE NETWORKS CORPORATION By: /s/ Terence H. Matthews -------------------------------------- Terence H. Matthews, Chairman of the Board and Chief Executive Officer By: /s/ Alan Lutz -------------------------------------- Alan Lutz, President and Chief Operating Officer United States Authorized Representative Pursuant to the requirements of the United States Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Terence H. Matthews - --------------------------- (Terence H. Matthews) Chairman of the Board, August 17, 1999 Chief Executive Officer /s/ Kenneth Wigglesworth - ---------------------------- (Kenneth B. Wigglesworth) Executive Vice President and August 17, 1999 Chief Financial Officer * Denzil J. Doyle, Alan D. Horn, Trevor G. Jones, Graham C.C. Miller, Donald Mills, Kent H.E. Plumley John C.J. Thynne and Peter D. Charbonneau Directors * By: /s/ Peter Nadeau ------------------------ (Peter Nadeau, Attorney-in-Fact) August 17, 1999 II-3 EXHIBIT INDEX Exhibit No. Page - ------- ---- 5.1 Opinion of Hunton & Williams. 5.2 Opinion of Osler, Hoskin & Harcourt. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion filed as Exhibit 5.2). 23.3 Consent of Deloitte & Touche LLP. 24 Powers of Attorney. (1) ___________________ (1) Incorporated by reference to Exhibit 25 to the Company's Registration Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed on Form S-8 on September 1, 1992. EX-5.1 2 OPINION OF HUNTON & WILLIAMS EXHIBIT 5.1 [Opinion of Hunton & Williams] August 27, 1999 Newbridge Networks Corporation 600 March Road Kanata, Ontario K2K 2E6 Canada Newbridge Networks Corporation Registration Statement on Form S-8 Offering of Common Shares Under Newbridge Networks Corporation Employee Stock Purchase Plan -------------------------------- Ladies and Gentlemen: We have acted as United States counsel for Newbridge Networks Corporation, a corporation incorporated under the Canada Business Corporations Act (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering an aggregate of 500,000 Common Shares, without par value, of the Company (the "Common Shares") issuable in connection with the Newbridge Networks Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan"). We have reviewed the corporate action of the Company in connection with this matter and have examined such documents, corporate records and other instruments as we have deemed necessary for purposes of this opinion. In this examination, except with respect to documents executed by officers of the Company in our presence, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproductions or certified copies, and the authenticity of the originals of such latter documents. For purposes of this opinion we have also assumed, with your permissionhat each Common Share will be purchased by an eligible participant in accordance with the terms and provisions of the Stock Purchase Plan. Based upon the foregoing and subject to the limitations and qualifications set forth herein, we are of the opinion that the 500,000 Common Shares offered pursuant to the Registration Statement have been duly allotted and reserved by the Board of Directors of the Company for issuance in connection with the Stock Purchase Plan and, when the consideration therefor is paid to the Company in accordance with the terms of the Stock Purchase Plan, that the Common Shares issued to the persons so paying such consideration will be duly authorized, validly issued, fully paid and nonassessable. We are members of the bar of the State of New York and, accordingly, we express no opinion as to the effect of the laws of any jurisdiction other than the Federal laws of the United States of America and the laws of the State of New York upon the matters referred to herein, in each case as such laws are in effect on the date hereof. With respect to matters expressed herein relating to the Company, to the extent such matters are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, we have relied on the opinion of Osler, Hoskin & Harcourt of even date herewith filed as Exhibit 5.2 to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to statements referring to us in Item 5 of the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, Hunton & Williams EX-5.2 3 OPINION OF OSLER, HOSKIN & HARCOURT EXHIBIT 5.2 [Opinion of Osler, Hoskin & Harcourt] August 27, 1999 Newbridge Networks Corporation 600 March Road Kanata, Ontario Canada K2K 2E6 Re: Registration Statement on Form S-8 - Employee Stock Purchase Plan - --------------------------------------- In connection with the registration by you, Newbridge Networks Corporation (the "Corporation"), of an aggregate of 500,000 common shares of the Corporation with the Securities and Exchange Commission in the United States of America under the United States Securities Act of 1933 (the "Act") by a Registration Statement on Form S-8 (the "Registration Statement"), you have asked us to provide this opinion. The 500,000 common shares of the Corporation (the "Common Shares") registered by the Registration Statement have been allotted and reserved by the Board of Directors of the Corporation for issue pursuant to the Newbridge Networks Corporation Employee Stock Purchase Plan, as amended (the "Purchase Plan"). We did not participate in the preparation of the Registration Statement or the Prospectus dated August 27, 1999 (the "Prospectus") forming part of the Registration Statement. We are solicitors qualified in the Province of Ontario, Canada and, accordingly, no opinion is expressed herein as to the laws of any jurisdiction other than Ontario and the federal laws of Canada applicable therein. In connection with the opinion expressed in this opinion letter, we have considered such questions of law and examined originals or copies, certified or otherwise identified to our satisfaction, of the articles and by-laws of the Corporation, minutes of meetings of the directors and shareholders, as well as such statutes and officer's certificates necessary to enable us to express the opinion hereinafter set forth. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, photostatic or facsimile copies. We have also assumed the legal capacity of all individuals. For the purposes of this opinion, we have further assumed that each Common Share will be purchased by an eligible employee in accordance with the terms and provisions of the Purchase Plan. The opinion expressed below is based upon the articles, by-laws and resolutions of the Corporation, the Purchase Plan and applicable laws as they exist at the date of this letter. Based upon and subject to the foregoing, we are of the opinion that the 500,000 Common Shares registered by the Registration Statement have been duly allotted and reserved by the Board of Directors of the Corporation for issuance and, upon payment of the consideration therefor in accordance with the Purchase Plan, the Common Shares will constitute duly authorized and validly issued Common Shares outstanding as fully paid and non-assessable shares. We hereby consent to the inclusion of this opinion letter as an Exhibit to the Registration Statement and to the reference to our firm name under Interests of Named Experts and Counsel in Part II, Item 5 of the Registration Statement. This consent is not and is not to be deemed an admission that we are persons whose consent is required by Section 7 of the Act or the Rules and Regulations promulgated thereunder by the United States Securities and Exchange Commission. Yours truly, OSLER, HOSKIN & HARCOURT EX-23 4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 dated August 17, 1999 of our report dated June 1, 1999 except Note 23 which is as of June 22, 1999 on our audit of the consolidated financial statements of Newbridge Networks Corporation that appear in the Annual Report of Newbridge Networks Corporation on Form 10-K for the fiscal year ended May 2, 1999, which Annual Report is incorporated by reference and made a part of the Registration Statement. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Chartered Accountants August 17, 1999 Ottawa, Canada -----END PRIVACY-ENHANCED MESSAGE-----