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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999
REGISTRATION NO. 333-83509
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TELLABS, INC.
(Exact Name of Registrant as Specified in Its Charter)
--------------------
DELAWARE 36-3831568
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4951 INDIANA AVENUE
LISLE, ILLINOIS 60532
(Address of Principal Executive Offices) (Zip Code)
NETCORE SYSTEMS, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
CAROL COGHLAN GAVIN
VICE PRESIDENT AND GENERAL COUNSEL
TELLABS, INC.
4951 INDIANA AVENUE
LISLE, ILLINOIS 60532-1698
(630) 378-8800
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
ATTENTION: IMAD I. QASIM
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INTRODUCTORY STATEMENT
TELLABS, INC., a Delaware corporation (the "Registrant"), hereby amends
its Registration Statement on Form S-4 (Registration No. 333-83509) by filing
this Post-Effective Amendment No. 1 on Form S-8.
On August 30, 1999, NetCore Systems, Inc., a Delaware corporation
("NetCore"), became a wholly-owned subsidiary of the Registrant upon
consummation of the merger (the "Merger") contemplated by the Agreement and Plan
of Merger dated as of June 29, 1999 (the "Merger Agreement") among the
Registrant, a wholly-owned subsidiary of the Registrant, and NetCore. Each
option (an "Outstanding Option") to purchase Common Stock, $.001 par value per
share, of NetCore ("NetCore Common Stock"), which was outstanding immediately
prior to the effective time of the Merger (the "Effective Time") pursuant to
NetCore's 1997 Stock Option Plan became an option to purchase the number of
shares of Common Stock, $.01 par value per share, of the Registrant ("Common
Stock") (decreased to the nearest whole share), determined by multiplying (i)
the number of shares of NetCore Common Stock subject to such Outstanding Option
immediately prior to the Effective Time by (ii) 0.47042 (the "Exchange Ratio"),
at an exercise price per share of Common Stock (rounded up to the nearest tenth
of a cent) equal to the exercise price per share of NetCore Common Stock
immediately prior to the Effective Time divided by the Exchange Ratio. Each
Outstanding Option will otherwise be exercisable upon the same terms and
conditions as were applicable immediately prior to the Effective Time.
This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock pursuant to and in accordance with the
Outstanding Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed (file number 0-9692) by the
Registrant with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended January
1, 1999;
2. The Registrant's Report on Form 11-K for the year ended December 31,
1998;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
April 2, 1999;
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 2, 1999;
5. The Registrant's Current Reports on Form 8-K filed with the SEC on
April 22, 1999, April 29, 1999, July 7, 1999 and August 19, 1999; and
6. The description of the Common Stock contained in the Registration
Statement on Form S- 4 (Registration No. 333-83509) to which this
Post-Effective Amendment No. 1 relates under the caption "Description
of Tellabs Common Stock".
All reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof 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
herein and to be a part hereof from the dates of filing of such reports and
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 this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock registered hereby
has been passed upon for the Registrant by James M. Sheehan, Assistant
General Counsel of Tellabs
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Operations, Inc., a wholly-owned subsidiry of the Registrant. Mr.
Sheehan is a stockholder of the Registrant and holds options to
purchase shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated By-Laws of the Registrant (the "Registrant
By-Laws") provide, among other things, that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee, fiduciary or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Registrant as provided in the Registrant By-Laws and to the
fullest extent which it is empowered to do so by the Delaware General
Corporation Law (the "DGCL") against all expense, liability and loss (including
attorneys' fees) actually and reasonably incurred by such person in connection
with such action, suit or proceeding, and such indemnification shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that, subject to certain conditions, the Registrant shall indemnify any
such person seeking indemnification in connection with an action, suit or
proceeding, whether civil, criminal, administrative or investigative, initiated
by such person only if such action, suit or proceeding was authorized by the
Board of Directors of the Registrant. The right to indemnification under the
Registrant By-Laws is a contract right and, subject to certain conditions,
includes the right to be paid by the Registrant the expenses incurred in
defending any such action, suit or proceeding in advance of its final
disposition. The Registrant By-Laws further provide that the indemnification and
payment of expenses incurred provided therein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled.
Section 145 of the DGCL authorizes indemnification by the Registrant of
directors and officers under the circumstances provided in the provisions of the
Registrant By-Laws described above, and requires such indemnification for
expenses actually and reasonably incurred to the extent a director or officer is
successful in the defense of any action, or any claim, issue or matter therein.
The Registrant has purchased insurance which purports to insure the
Registrant against certain costs of indemnification which may be incurred by it
pursuant to the Registrant By-Laws and to insure the officers and directors of
the Registrant, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable
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ITEM 8. EXHIBITS.
(a) The following is a list of Exhibits included as part of this
Post-Effective Amendment. Items marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant with
the SEC on July 22, 1999 with the Registration Statement on Form S-4 to which
this Post-Effective Amendment relates.
4.1 Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-4 filed on July 21, 1998.
4.2 Registrant's Amended and Restated By-laws, as amended as of January 27,
1993, are hereby incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1993.
*4.3 NetCore Systems, Inc. 1997 Stock Option Plan.
**5.1 Opinion of James M. Sheehan regarding the legality of the securities
being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Grant Thornton LLP.
23.3 Consent of James M. Sheehan (included in the opinion filed as Exhibit
5.1 to this Registration Statement).
**24.1 Powers of Attorney.
(b) Not applicable.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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 Securities Act of 1933, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and
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price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 SEC by the
Registrant pursuant to Section 13 or 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, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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 SEC 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lisle, State of Illinois, on September
17, 1999.
TELLABS, INC.
By: /s/ Michael J. Birck
---------------------------
Michael J. Birck
President
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Michael J. Birck President, Chief Executive Officer and September 17, 1999
- ---------------------------------------------------- Director
Michael J. Birck (Principal Executive Officer)
* Executive Vice President and Director September 17, 1999
- ---------------------------------------------------- (Principal Financial Officer)
Peter A. Guglielmi
* Vice President September 17, 1999
- ---------------------------------------------------- (Principal Accounting Officer)
Robert E. Swininoga
* Director September 17, 1999
- ----------------------------------------------------
John D. Foulkes, Ph.D.
* Director September 17, 1999
- ----------------------------------------------------
Brian J. Jackman
* Director September 17, 1999
- ----------------------------------------------------
Frederick A. Krehbiel
* Director September 17, 1999
- ----------------------------------------------------
Stephanie Pace Marshall, Ph.D.
* Director September 17, 1999
- ----------------------------------------------------
William F. Souders
* Director September 17, 1999
- ----------------------------------------------------
Jan H. Suwinski
*By: /s/ Carol Coghlan Gavin
------------------------------------------------
Carol Coghlan Gavin
As Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
The following is a list of Exhibits included as part of this
Post-Effective Amendment. Items marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant with
the SEC on July 22, 1999 with the Registration Statement on Form S-4 to which
this Post-Effective Amendment relates.
4.1 Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-4 filed on July 21, 1998.
4.2 Registrant's Amended and Restated By-laws, as amended as of
January 27, 1993, are hereby incorporated by reference to Exhibit
3.2 to Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1993.
*4.3 NetCore Systems, Inc. 1997 Stock Option Plan.
**5.1 Opinion of James M. Sheehan regarding the legality of the
securities being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Grant Thornton LLP.
23.3 Consent of James M. Sheehan (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
**24.1 Powers of Attorney.
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EXHIBIT 4.3
NETCORE SYSTEMS, INC.
1997 STOCK OPTION PLAN
1. Purpose
The purpose of this 1997 Stock Option Plan (the "Plan") of NetCore Systems,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
incentives in order to better align the interests of such persons with those of
the Company's stockholders. Except where the context otherwise requires, the
term "Company" shall include any present or future subsidiary corporations of
NetCore Systems, Inc. as defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder (the "Code").
2. Eligibility
All of the Company's employees, officers, directors, consultants and advisors
are eligible to be granted options ("Options") under the Plan. Any person who
has been granted an Option under the Plan shall be deemed a "Participant".
3. Administration, Delegation
a. Administration by Board of Directors. The Plan will be administered by the
Board of Directors of the Company (the "Board"). The Board shall have authority
to grant Options and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable from
time to time to interpret and correct the provisions of the Plan and any Option.
No member of the Board shall be liable for any action or determination relating
to the Plan. All decisions by the Board shall be made in the sole discretion of
the Board and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Option.
b. Delegation to Executive Officers. To the extent permitted by applicable law,
the Board may delegate to one or more executive officers of the Company the
power to grant Options and exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix the maximum number of
shares subject to Options and the maximum number of shares for any one
Participant to be made by such executive officers.
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c. Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). If and when the
Common Stock, $.001 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Board shall appoint one such Committee of not less than two members,
each member of which shall be an "outside director" within the meaning of
Section 162(m) of the Code and a "non-employee director" as defined in Rule
16b-3 promulgated under the Exchange Act. All references in the Plan to the
"Board" shall mean a Committee or the Board or the executive officer referred to
in Section 3(b) to the extent of such delegation.
4. Stock Available for Options
a. Number of Shares. Subject to adjustment under Section 4(c), Options may
be granted under the Plan for up to 627,000 shares of common stock, $.001 par
value per share, of the Company (the "Common Stock"). If any Option expires or
is terminated, surrendered or canceled without having been fully exercised, the
unused Common Stock covered by such Option shall again be available for the
grant of Options under the Plan, subject, however, in the case of Incentive
Stock Options (as defined hereinafter) to any limitation required under the
Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares.
b. Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under this Plan and (ii) the number and class of security and exercise price per
share subject to each outstanding Option shall be appropriately adjusted by the
Company to the extent the Board shall determine, in good faith, that such an
adjustment is necessary and appropriate. If this Section 4(b) applies and
Section 6(e)(1) also applies to any event, Section 6(e)(1) shall be applicable
to such event, and this Section 4(b) shall not be applicable to such event.
5. Stock Options
a. General. The Board may grant Options to purchase Common Stock and
determine the number of shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option, including conditions relating to applicable federal
or state securities laws, as it considers necessary or advisable. An Option
which is not intended to be an Incentive Stock Option (as hereinafter defined)
shall be designated a "Nonstatutory Stock Option".
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b. Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
c. Exercise Price. The Board shall establish the exercise price at the time
each Option is granted and specify it in the applicable option agreement.
d. Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify.
e. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
f. Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise provide with respect to an Option,
delivery of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds (in cash or by check)
to pay the exercise price, or delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company sufficient funds (in cash or by check) to pay
the exercise price; (3) to the extent permitted by the Board and explicitly
provided in the agreement evidencing the Option (i) by delivery of shares of
Common Stock owned by the Participant valued at their fair market value as
determined by the Board in good faith ("Fair Market Value"), which Common Stock
was owned by the Participant at least six months prior to such delivery, (ii) by
delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (iii) by payment of such other lawful consideration
as the Board may determine; or
(4) any combination of the above permitted forms of payment.
6. General Provisions Applicable to Options
a. Transferability of Options. Except as the Board may otherwise determine or
provide with respect to an Option, Options shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall
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be exercisable only by the Participant. References to Participant, to the extent
relevant in the context, shall include references to authorized transferees.
b. Documentation. Each Option under the Plan shall be evidenced by a written
instrument in such form as the Board shall determine. Each Option may contain
terms and conditions in addition to those set forth in the Plan.
c. Board Discretion. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly.
d. Termination of Status. The Board shall determine the effect on an Option of
the disability, death, retirement, authorized leave of absence or other change
in the employment or other status of a Participant and the extent to which, and
the period during which, the Participant, the Participant's legal
representative, conservator, guardian or the beneficiary designated by a
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.
e. Acquisition Events.
(1) Consequences of Acquisition Events. Upon the occurrence of an Acquisition
Event (as defined below), or the execution by the Company of any agreement with
respect to an Acquisition Event, the Board shall take any one or more of the
following actions with respect to then outstanding Options: (i) provide that
outstanding Options shall be assumed, or equivalent Options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such Options substituted for Incentive Stock Options
shall satisfy, in the determination of the Board, the requirements of Section
424(a) of the Code; (ii) upon written notice to the Participants, provide that
all then unexercised Options will become exercisable in full as of a specified
date (the "Acceleration Date") prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to the
extent exercised by the Participants between the Acceleration Date and the
consummation of such Acquisition Event; and (iii) in the event of an Acquisition
Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common Stock surrendered
pursuant to such Acquisition Event (the "Acquisition Price"), provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and each Participant shall receive, in exchange therefor, a cash payment equal
to the amount (if any) by which (A) the Acquisition Price multiplied by the
number of shares of Common Stock subject to such outstanding Options (whether or
not then exercisable), exceeds (B) the aggregate exercise price of such Options.
An "Acquisition Event" shall mean: (a) any merger or consolidation which results
in the voting securities of the Company outstanding immediately prior thereto
representing immediately thereafter (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity) less than
50% of the combined voting power of the voting securities
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of the Company or such surviving or acquiring entity outstanding immediately
after such merger or consolidation; (b) any sale of all or substantially all of
the assets of the Company; or (c) the complete liquidation of the Company.
(2) Assumption of Options Upon Certain Events. The Board may grant Options
under the Plan in substitution for options and other stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Options shall be granted on such terms and
conditions as the Board considers appropriate in the circumstances.
(f) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be
withheld in connection with such Participant's Option no later than the date of
the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Option creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.
(g) Amendment of Option. The Board may amend, modify or terminate any
outstanding Option, including but not limited to substituting therefor another
Option, changing the date of exercise or converting an Incentive Stock Option to
a Nonstatutory Stock Option, provided that the Participant's consent to such
action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.
(h) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan until (i) all conditions
of the Option have been met or removed to the satisfaction of the Company, (ii)
in the opinion of the Company's counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.
(i) Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part.
7. Miscellaneous
a. No Right To Employment or Other Status. No person shall have any claim or
right to be granted an Option, and the grant of an Option shall not be construed
as giving a Participant the right to continued employment or any other
relationship with the Company. The Company
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expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Option agreement.
b. No Rights As Stockholder. Subject to the provisions of the applicable
Option agreement, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock issuable upon
exercise of an Option until becoming the record holder thereof.
c. Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Options shall be granted under the
Plan after the completion of ten years from the earlier of (i) the date on which
the Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company's stockholders, but Options previously granted may extend beyond that
date.
d. Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, provided that no Option granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable to the extent that such amendment to
the Plan was required to grant such Option to a particular Participant, unless
and until such amendment shall have been approved by the Company's stockholders.
e. Governing Law. The provisions of the Plan and all Options granted hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to the Registration Statement (Form S-4 No. 333-83509) of Tellabs,
Inc. of our reports dated January 20, 1999, with respect to the consolidated
financial statements of Tellabs, Inc., incorporated by reference in its Annual
Report (Form 10-K) for the year ended January 1, 1999 and related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Chicago, Illinois
September 15, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 15, 1997, accompanying the consolidated
financial statements of Tellabs, Inc. and Subsidiaries as of December 27, 1996
and for the two years then ended incorporated by reference in this
Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4.
We consent to the use of the above report in such filing.
GRANT THORNTON LLP
Chicago, Illinois
September 17, 1999
