As filed with the Securities and Exchange Commission on November 23, 1999.
Registration No. 333-91451
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
VISUAL NETWORKS, INC.
(Exact name of registrant as specified in its charter)
2092 Gaither Road
Rockville, Maryland 20850
Delaware (301) 296-2300 52-1837515
(State or other (Address of principal (I.R.S. Employer
jurisdiction of executive offices) Identification No.)
incorporation or
organization)
Visual Networks, Inc.
1997 Omnibus Stock Plan
(Full title of the plan)
Copy to:
PETER J. MINIHANE NANCY A. SPANGLER, ESQ.
Executive Vice President, Piper Marbury Rudnick & Wolfe LLP
Chief Financial Officer and Treasurer Suite 610, Commerce Executive Park III
Visual Networks, Inc. 1850 Centennial Park Drive
2092 Gaither Road Reston, Virginia 20191-1517
Rockville, Maryland 20850 (703) 391-7100
(301) 296-2300
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
===============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
Common Stock (par value 2,000,000 (1) (2) (2) (2)
$.01 per share)
===============================================================================================================
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(1) These shares were originally registered on the Registration Statement on
Form S-8 filed on November 22, 1999, File No. 333-91451, to which this
Amendment relates.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing of the
Registration Statement on Form S-8 on November 22, 1999, File No.
333-91451.
<PAGE>
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 filed November 22, 1999, File No. 333-91451 (the "Registration
Statement") is being filed in order to conform printed signatures in certain
exhibits with the manual signatures originally obtained the by Registrant for
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on this Post-Effective Amendment No. 1 to
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 Reston,
Commonwealth of Virginia, on this 23rd day of November, 1999.
VISUAL NETWORKS, INC.
By: /s/ Nancy A. Spangler
-----------------------------------
Nancy A. Spangler, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
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<S> <C> <C>
Signature Title Date
- - --------- ----- ----
/s/ Scott E. Stouffer* Chairman of the Board of Directors November 23, 1999
- - --------------------------------- President and Chief Executive Officer
Scott E. Stouffer (Principal Executive Officer)
/s/ Peter J. Minihane* Executive Vice President, Chief November 23, 1999
- - --------------------------------- Financial Officer and Treasurer
Peter J. Minihane (Principal Accounting and Financial Officer)
*By: /s/ Nancy A. Spangler
----------------------------
Nancy A. Spangler
as Attorney-in-Fact
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A majority of the Board of Directors (Scott E. Stouffer, Peter J. Minihane,
Grant G. Behrman, Marc F. Benson, Theodore R. Joseph, Ted H. McCourtney, Thomas
A. Smith and William J. Smith).
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<S> <C> <C>
By: /s/ Nancy A. Spangler November 23, 1999
------------------------------
Nancy A. Spangler
as Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP,
counsel for the Registrant, regarding the legal
validity of the shares of Common Stock being
registered for issuance under the Plan (filed
herewith in order to conform printed signatures with
the manual signatures originally obtained for the
Registration Statement filed on Form S-8 on November
22, 1999 (File No. 333-91451)).
23.2 Consent of Independent Public Accountants (filed
herewith in order to conform printed signatures with
the manual signatures originally obtained for the
Registration Statement filed on Form S-8 on November
22, 1999 (File No. 333-91451)).
24.1 Power of Attorney (filed herewith).
<PAGE>
Exhibit 5.1
- - --------------------
PIPER
MARBURY
RUDNICK
& WOLFE LLP
- - --------------------
Suite 610, Commerce Executive Park III
1850 Centennial Park Drive
Reston, Virginia 20191-1517
www.piperrudnick.com
PHONE (703) 391-7100
FAX (703) 390-5299
November 22, 1999
Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850
Re: 1997 Omnibus Stock Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Visual Networks, Inc. a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 2,000,000 additional shares of the Company's Common Stock, par value
$.01 per share (the "Shares"), reserved for issuance under The Visual Networks,
Inc. 1997 Omnibus Stock Plan (the "Plan").
In this capacity, we have examined the Company's Amended and Restated
Certificate of Incorporation and By-laws, the proceedings of the Board of
Directors of the Company relating to the issuance of the Shares and such other
documents, instruments and matters of law as we have deemed necessary to the
rendering of this opinion. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion and advise you that
each of the Shares described in the Registration Statement has been duly
authorized and validly issued and is fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and under the caption "Legal Matters" in the related Prospectus and consent to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
October 12, 1999 and to all references to our Firm included in this Registration
Statement filed on Form S-8. Our report dated January 15, 1999 included in the
Visual Networks, Inc. Annual Report on Form 10-K for the year ended December 31,
1998 is no longer appropriate since restated financial statements have been
presented giving effect to a business combination accounted for as a
pooling-of-interests.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
November 19, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Scott E. Stouffer, Peter J. Minihane and Nancy A.
Spangler and each of them acting alone, his true and lawful attorney-in-fact,
with full power of substitution, for him in any and all capacities, to execute
and cause to be filed with the Securities and Exchange Commission any and all
amendments and post-effective amendments to this Registration Statement on Form
S-8, with exhibits thereto and other documents in connection therewith, and
hereby ratifies and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
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<S> <C> <C>
Signature Title Date
- - --------- ----- ----
/s/ Scott E. Stouffer Chairman of the Board of Directors, November 22, 1999
- - ------------------------------------ President and Chief Executive Officer
Scott E. Stouffer (Principal Executive Officer)
/s/ Peter J. Minihane Executive Vice President, Chief November 19, 1999
- - ------------------------------------ Financial Officer and Treasurer
Peter J. Minihane (Principal Accounting and
Financial Officer)
/s/ Grant G. Behrman Director November 19, 1999
- - ------------------------------------
Grant G. Behrman
/s/ Marc F. Benson Director November 18, 1999
- - ------------------------------------
Marc F. Benson
/s/ Theodore R Joseph Director November 18, 1999
- - ------------------------------------
Theodore R. Joseph
Director
- - ------------------------------------
Ted H. McCourtney
/s/ Thomas A. Smith Director November 18, 1999
- - ------------------------------------
Thomas A. Smith
/s/ William J. Smith Director November 18, 1999
- - ------------------------------------
William J. Smith
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