-----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, GD+C1vdqv3Jpg9opp0rWuO1cwJh9BZDV07BKgwkpMXEr1rinX9Hxf/4dWdrSf8tR +BJVfGbWXcM6/TyFwdE1Wg== 0000928385-99-003623.txt : 19991220 0000928385-99-003623.hdr.sgml : 19991220 ACCESSION NUMBER: 0000928385-99-003623 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991217 EFFECTIVENESS DATE: 19991217 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: 333-93009 FILM NUMBER: 99776782 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 STOCK OPTION 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 Stanford Telecom Stock Option Plan (Full title of the plan) Peter C. Nadeau Corporate Vice President, General Counsel and 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 353,955 shares US$23 US$8,140,965 US$2,150 =======================================================================================
* 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 December 15, 1999. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is a new Registration Statement covering Common Shares which may be issued pursuant to the Newbridge Networks Corporation Stanford Telecom Stock Option 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, as amended; the Company's Current Report on Form 8-K dated June 22, 1999; the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 1, 1999; the Company's Current Report on Form 8-K dated November 10, 1999; the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 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, as amended, and incorporated herein by reference, for the periods indicated in their report, have been II-1 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 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 LLP, 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 6. Indemnification of Directors and Officers. Section 7.2 of By-Law No. 3 of Newbridge Networks Corporation provides that the Company shall indemnify a director or officer of the Company, a former director or officer of the Company or a person who acts or acted at the request of the Company as a director or officer of another corporation or similar entity of which the Company is or was a shareholder or creditor, and such person's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding (other than an action brought by the Company or a derivative action brought on behalf of the Company) to which such person is made a party by reason of being or having been a director or officer of the Company or such other corporation or similar entity or by reason of having undertaken such liability. In the case of an action brought by the Company or a derivative action brought on behalf of the Company to which such person is made a party, the Company shall indemnify such person against all such costs, charges and expenses with the approval of a court if (1) such person acted honestly and in good faith with a view to the best interests of the Company, and (2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such person had reasonable grounds to believe that such person's conduct was lawful. In addition, the Company shall so indemnify such person without requiring the approval of a court if such person has been substantially successful on the merits in the defense of the action brought by the Company or the derivative action brought on behalf of the Company and if such person fulfills the conditions set forth in clauses (1) and (2) in the preceding sentence. The Company shall also indemnify such person in such other circumstances as the Canada Business Corporations Act permits or requires. The foregoing indemnification is consistent with and subject to Section 124 of the Canada Business Corporations Act, which provides in part that the Company or a director or officer referred to above may apply to a court for an order approving an indemnity under the Canada Business Corporations Act and the Company's By-Law. The Company maintains an insurance policy for the benefit of directors and officers insuring them against liability for claims that are made against them in their capacity as directors or II-2 officers, except where the liability relates to failure to act honestly and in good faith with a view to the best interests of the Company. Item 8. Exhibits. 5.1 Opinion of Hunton & Williams. 5.2 Opinion of Osler, Hoskin & Harcourt LLP. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Osler, Hoskin & Harcourt LLP (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. Item 9. Undertakings. (a) The undersigned registrant, Newbridge Networks Corporation, hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the United States Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement. (2) That, for the purpose of determining any liability under the United States Securities Act of 1933, as amended, each such post-effective amendment shall II-3 be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the United States Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the United States Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the United States Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the United States Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the United States Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue. II-4 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 15th day of December, 1999. NEWBRIDGE NETWORKS CORPORATION By: /s/ Terence H. Matthews ---------------------------------------- Terence H. Matthews, Chairman of the Board and Chief Executive Officer By: /s/ Graham C. C. Miller ------------------------------------------- Graham C. C. Miller, Director 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, December 15, 1999 Chief Executive Officer /s/ Kenneth B. Wigglesworth ------------------------------ (Kenneth B. Wigglesworth) Executive Vice President December 15, 1999 and 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 December 15, 1999 ------------------------ (Peter Nadeau, Attorney-in-Fact) II-5 EXHIBIT INDEX Exhibit No. Page ------ ---- 5.1 Opinion of Hunton & Williams. 5.2 Opinion of Osler, Hoskin & Harcourt LLP. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Osler, Hoskin & Harcourt LLP (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 EXHIBIT 5.1 [Opinion of Hunton & Williams] December 15, 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 Stanford Telecom Stock Option 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 353,955 Common Shares, without par value, of the Company (the "Common Shares") issuable pursuant to the exercise of stock options previously granted under the Stanford Telecommunications, Inc. 1991 Stock Option Plan (the "StanTel Plan"). The Company assumed the obligations under the StanTel Plan in accordance with the terms of an amended and restated merger agreement dated November 10, 1999 between the Company, Stanford Telecommunications, Inc. and Saturn Acquisition Corp. (the "Merger Agreement"). 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 permission, that each option so authorized has been duly granted to an eligible participant in accordance with the terms and provisions of the StanTel Plan. Based upon the foregoing and subject to the limitations and qualifications set forth herein, we are of the opinion that the 353,955 Common Shares offered pursuant to the Registration Statement have been duly authorized for issuance upon the exercise of options and, when the consideration therefor is paid to the Company in accordance with the terms of such options and the Merger Agreement, that the Common Shares issued to the persons exercising such options 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 LLP 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 EXHIBIT 5.2 [Opinion of Osler, Hoskin & Harcourt LLP] December 15, 1999 Newbridge Networks Corporation 600 March Road Kanata, Ontario Canada K2K 2E6 Re: Registration Statement on Form S-8 Issuance of Common Shares under Newbridge Networks Corporation Stanford ----------------------------------------------------------------------- Telecom Stock Option Plan ------------------------- Ladies and Gentlemen: In connection with the registration by you, Newbridge Networks Corporation (the "Corporation"), of an aggregate of 353,955 common shares of the Corporation with the Securities and Exchange Commission 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 common shares of the Corporation (the "Common Shares") registered by the Registration Statement are issuable pursuant to the assumption by the Corporation of obligations in respect of options (the "Stock Options") to purchase stock of Stanford Telecommunications, Inc. ("Stanford Telecom") outstanding under Stanford Telecom's 1991 Stock Option Plan at the effective time of the merger of the Corporation and Stanford Telecom in accordance with the terms of an amended and restated merger agreement dated November 10, 1999 (the "Merger Agreement") between the Corporation, Stanford Telecom and Saturn Acquisition Corp. We did not participate in the preparation of the Registration Statement or the Prospectus dated December 15, 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. -2- The opinion expressed below is based upon the articles, by-laws and resolutions of the Corporation 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 353,955 Common Shares registered by the Registration Statement have been duly authorized for issuance upon the exercise of the Stock Options and, when the Stock Options are exercised and consideration therefor is paid to the Corporation in accordance with the terms of such Stock Options and the Merger Agreement, the Common Shares issued by the Corporation to the person exercising the Stock Options 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 LLP EX-23.3 4 CONSENT EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 dated December 15, 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, as amended, which Annual Report, as amended, is incorporated by reference and made a part of the Registration Statement. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Chartered Accountants December 15, 1999 Ottawa, Canada -----END PRIVACY-ENHANCED MESSAGE-----