STRATOS LIGHTWAVE INC, S-8, 2000-12-22

STRATOS LIGHTWAVE INC
S-8, 2000-12-22
SEMICONDUCTORS & RELATED DEVICES

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As filed with the Securities and Exchange Commission on December 22, 2000

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

STRATOS LIGHTWAVE, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State of Incorporation)

36-4360035
(I.R.S. Employer Identification Number)

7444 West Wilson Avenue, Chicago, Illinois 60706
(Address, including Zip Code, of Registrant's Principal Executive Offices)

Stratos Lightwave, Inc. 2000 Stock Plan
(Full Title of the Plan)

James W. McGinley
President
Stratos Lightwave, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-9600
(Name, Address, and Telephone Number of Agent For Service)

Copies to:

James W. Ashley, Jr.
David M. Seghetti
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee


Common Stock, $0.01 par value	4,500,000	$15.86(3)	$71,370,000(3)	$18,842(3)

(1): Represents the maximum number of shares of Common Stock of the Company that may be issued hereunder.
(2): Together with an indeterminant number of additional shares of Common Stock which may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Company pursuant to Rule 416(c) of the Securities Act of 1933.
(3): Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee and based on the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on December 20, 2000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Stratos Lightwave, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-8 (the "Registration Statement") the documents listed below which have previously been filed with the Securities and Exchange Commission (the "Commission"):

1.: The Company's Registration Statement on Form S-1, as amended, Registration No. 333-34864, filed with the Commission on June 22, 2000;
2.: The Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2000;
3.: The Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2000; and
4.: The description of the shares of the Company's Common Stock, $0.01 par value per share, contained in the Company's Form 8-A filed with the Commission on June 22, 2000, including any amendment or report filed for the purpose of updating such description.

In addition, each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document or report incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any subsequently filed amendment to this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors and other corporate agents under certain circumstances and subject to certain limitations. The Company's certificate of incorporation and bylaws provide that the Company shall indemnify its directors, officers, employees and agents to the full extent permitted by Delaware General Corporation Law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the Company has entered into separate indemnification agreements with its directors and officers which would require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature). The Company also maintains director and officer liability insurance. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the Company's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

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Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. See also related undertakings in Item 9 below.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1		Restated Certificate of Incorporation dated June 5, 2000 (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*
4.2		By-laws (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*
5.1		Opinion of Lord, Bissell & Brook
23.1		Consent of Ernst & Young LLP, independent auditors
23.2		Consent of KPMG LLP, independent auditors
23.3		Consent of Lord, Bissell & Brook (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page)
99.1		Stratos Lightwave, Inc. 2000 Stock Plan (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*

*: Incorporated by reference.

Item 9. Undertakings.

The undersigned Company hereby undertakes:

A. (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 Securities Act of 1933; (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; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

(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.

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B. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

The Company. Pursuant to the requirements of the Securities Act of 1933, the Company 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 Chicago, State of Illinois, on December 19, 2000.

	STRATOS LIGHTWAVE, INC.
	By:		/s/ JAMES W. MCGINLEY
	Name: James W. McGinley
	Its: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James W. McGinley, William J. McGinley and David A. Slack and each of them with power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments and supplements to this Registration Statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

NAME AND CAPACITY		DATE
/s/ WILLIAM J. MCGINLEY William J. McGinley Director		December 19, 2000
/s/ JAMES W. MCGINLEY James W. McGinley President and Chief Executive Officer (Principal Executive Officer); Director		December 19, 2000
/s/ DAVID A. SLACK David A. Slack Chief Financial Officer (Principal Financial and Accounting Officer)		December 19, 2000
/s/ MICHAEL P. GALVIN Michael P. Galvin Director		December 19, 2000

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/s/ BRIAN J. JACKMAN Brian J. Jackman Director		December 19, 2000
/s/ C. DANIEL NELSEN C. Daniel Nelsen Director		December 19, 2000
/s/ EDWARD J. O'CONNELL Edward J. O'Connell Director		December 19, 2000

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INDEX TO EXHIBITS

Exhibit Number		Description of Exhibit
4.1		Restated Certificate of Incorporation dated June 5, 2000 (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*
4.2		By-laws (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*
5.1		Opinion of Lord, Bissell & Brook
23.1		Consent of Ernst & Young LLP, independent auditors
23.2		Consent of KPMG LLP, independent auditors
23.3		Consent of Lord, Bissell & Brook (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page)
99.1		Stratos Lightwave, Inc. 2000 Stock Plan (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, Registration No. 333-34864)*

*: Incorporated by reference.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Item 4. Description of Securities.

Item 5. Interests of Named Experts and Counsel.

Item 6. Indemnification of Directors and Officers.

Item 7. Exemption from Registration Claimed.

Item 8. Exhibits.

Item 9. Undertakings.

SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS