<PAGE>
As filed with the Securities and Exchange Commission on March 11, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-------------------
ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41--0743912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 West 78th Street
Minneapolis, Minnesota 55435
(Address of principal executive offices) (Zip Code)
ADC TELECOMMUNICATIONS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Kathie J. Mikucki Copy to: Lee R. Mitau
Secretary and General Counsel Dorsey & Whitney
ADC Telecommunications, Inc. 220 South Sixth Street
4900 West 78th Street Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55435
(Name and address of agent for service)
(612) 938-8080
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.20
par value) 500,000 shares $37.50 $18,750,000 $6,465.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based upon the average of the high and
low prices of the Common Stock as reported by NASDAQ National Market
System on March 7, 1994.
</TABLE>
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by ADC
Telecommunications, Inc. (the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement, as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1993; and
(b) The description of the Company's capital stock contained in any
registration statement or report filed by the Company under the Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the
case of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of
performance by a director, officer or employee of the Company involving service
as a director, officer, partner, trustee, employee or agent of another
organization or
II-1
<PAGE>
employee benefit plan, reasonably believed that the conduct was not opposed to
the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Article 7 of the Company's Restated Articles of Incorporation, as
amended, provides that a director of the Company shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its shareholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) for authorizing a dividend, stock repurchase or redemption or
other distribution in violation of Minnesota law or for violation of certain
provisions of Minnesota securities laws; (iv) for any transaction from which the
director derived an improper personal benefit; or (v) for any act of omission
occurring prior to the date when Article 7 became effective.
The Bylaws of the Company provide that the Company shall indemnify
such persons, for such liabilities, in such manner, under such circumstances and
to such extent as permitted by Section 302A.521, as now enacted or hereafter
amended.
The Company maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.
Item 8. EXHIBITS.
4(a) Specimen certificate for shares of Common Stock of ADC
Telecommunications, Inc. (Incorporated by reference to Exhibit
4-a to the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1989)
4(b) Restated Articles of Incorporation of ADC Telecommunications,
Inc., as amended to date
4(c) Composite Restated Bylaws of ADC Telecommunications, Inc., as
amended to date (Incorporated by reference to Exhibit 3-b to
II-2
<PAGE>
the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1989)
4(d) Amended and Restated Rights Agreement, amended and restated as
of August 16, 1989, between ADC Telecommunications, Inc. and
Norwest Bank Minnesota, N.A., as Rights Agent (Incorporated by
reference to Exhibit 1 to Amendment No. 1 on Form 8 dated
August 16, 1989, to the Company's Registration Statement on
Form 8-A dated September 23, 1986)
5 Opinion of Dorsey & Whitney re: legality
23(a) Consent of Arthur Andersen & Co., independent public
accountants
23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above)
24 Powers of Attorney
Item 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
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;
(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 to such information in the
registration statement;
provided, however, that subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
II-3
<PAGE>
subparagraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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. CLAIMS FOR INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 other
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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the 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 Minneapolis, State of Minnesota on the 11th day of
March, 1994.
ADC TELECOMMUNICATIONS, INC.
By: /s/Robert E. Switz
----------------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 11th day of March, 1994.
William J. Cadogan* Chairman of the Board, President,
Chief Executive Officer, Chief
Operating Officer and Director
(principal executive officer)
/s/Robert E. Switz Vice President and
- ------------------------------- Chief Financial Officer
Robert E. Switz (principal financial officer)
Joan K. Berg* Vice President and Controller
(principal accounting officer)
Thomas E. Holloran* Director
B. Kristine Johnson* Director
Charles W. Oswald* Director
Jean-Pierre Rosso* Director
Donald M. Sullivan* Director
Warde F. Wheaton Director
John D. Wunsch* Director
By:/s/Robert E. Switz
----------------------------
Robert E. Switz
Attorney-in-Fact*
Dated: March 11, 1994
*By Power of Attorney set forth in Exhibit 24 to this registration statement.
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
4(b) Restated Articles of Incorporation of ADC Telecommunications,
Inc., as amended to date....................................
5 Opinion of Dorsey & Whitney re: legality ...................
23(a) Consent of Arthur Andersen & Co., independent public
accountants ................................................
24 Powers of Attorney .........................................
II-7
<PAGE>
Exhibit 4(b)
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
We, the undersigned, being respectively the President and Secretary of ADC
Telecommunications, Inc., do hereby certify that the following Restated Articles
of Incorporation of the Company were authorized by a resolution approved by
the Board of Directors on May 24, 1988 and correctly set forth without change
the corresponding provisions of the articles as previously amended. The
Restated Articles of Incorporation of ADC Telecommunications, Inc. stated below
shall supersede and take the place of its existing Articles of Incorporation and
all amendments thereto.
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
1. The name of this corporation shall be "ADC Telecommunications, Inc."
2. The address of the registered office of this corporation in Minnesota is
5501 Green Valley Drive, Minneapolis, Hennepin County, Minnesota 55437.
3. The aggregate number of shares which this corporation shall have authority
to issue is 60,000,000 shares, divided into 50,000,000 shares of Common Stock,
par value $.20 per share, and 10,000,000 shares of Preferred Stock, no par
value.
(a) COMMON STOCK. The holders of the Common Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of earnings or
surplus legally available therefor, dividends payable either in cash, in
property or in shares of the capital stock of the corporation. Each holder
of record of the Common Stock shall have one vote for each share of Common
Stock registered in his name on the books of the corporation and entitled
to vote. The Common Stock shall have no special powers, preferences or
rights, or qualifications, limitations or restrictions thereof.
(b) PREFERRED STOCK. Shares of Preferred Stock may be issued from time
to time in one or more series as the Board of Directors may determine, as
hereinafter provided. The
-1-
<PAGE>
Board of Directors is hereby authorized, by resolution or resolutions, to
provide from time to time for series of Preferred Stock out of the shares of
Preferred Stock not then allocated to any series of Preferred Stock. Before any
shares of any such series of Preferred Stock are issued, the Board of Directors
shall fix and determine, and is hereby expressly empowered to fix and determine,
by resolution or resolutions, the designations, powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of the shares of such
series, including, without limiting the generality of the foregoing, any of the
following provisions with respect to which the Board of Directors shall
determine to make affirmative provision:
(i) The designation and name of such series and the number of
shares that shall constitute such series;
(ii) The annual dividend rate or rates payable on shares of such
series, the date or dates from which such dividends shall commence
to accrue and the dividend payment dates for such dividends;
(iii) Whether dividends on such series are to be cumulative or
noncumulative, and the participating or other special rights, if
any, with respect to the payment of dividends;
(iv) Whether such series shall be subject to redemption and, if
so, the manner of redemption, the redemption price or prices and
the terms and conditions on which shares of such series may be
redeemed;
(v) Whether such series shall have a sinking fund or other
retirement provisions for the redemption or purchase of shares of
such series and, if so, the terms and amount of such sinking fund
and other retirement provisions and the extent to which the charges
therefor are to have priority over the payment of dividends on, or
the making of sinking fund or other like retirement provisions for,
shares of any other series or over dividends on the Common Stock;
(vi) The amounts payable on shares of such series on voluntary or
involuntary dissolution, liquidation or winding up of the affairs
of the corporation and the extent to which such payment shall have
priority over the payment of any amount on voluntary or involuntary
dissolution, liquidation or winding up of the affairs of
-2-
<PAGE>
the corporation and the extent to which such payment shall have
priority over the payment of any amount on voluntary or involuntary
dissolution, liquidation or winding up of affairs of the
corporation, on shares of any other series or on the Common Stock;
(vii) The terms and conditions, if any, on which shares of such
series may be converted into, or exchanged for, shares of any other
series or the Common Stock;
(viii) The extent of the voting powers, if any, of the shares of
such series;
(ix) The stated value, if any, for the shares of such series, the
consideration for which shares of such series may be issued and the
amount of such consideration that shall be credited to the capital
account; and
(x) Any other preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series.
The Board of Directors is expressly authorized to vary the
provisions relating to the foregoing matters among the various series of
Preferred Stock.
All Shares of the Preferred Stock of any one series shall be
identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the
dates from which dividends thereon shall be payable and, if cumulative,
shall cumulate.
Shares of any series of Preferred Stock that shall be issued and
thereafter acquired by the corporation through purchase, redemption
(whether through the operation of a sinking fund or otherwise), conversion,
exchange or otherwise, shall upon appropriate filing and recording to the
extent required by law, have the status of authorized and unissued shares
of Preferred Stock and may be reissued as part of such series or as part of
any other series of Preferred Stock. Unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the issue
thereof, the number of authorized shares of stock of any series of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by resolution or resolutions of the Board
of Directors and appropriate filing and recording to the extent required by
law.
-3-
<PAGE>
In case the number of shares of any such series of Preferred Stock shall be
decreased, the shares representing such decrease shall, unless otherwise
provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status of authorized but
unissued shares of Preferred Stock undesignated as to series.
4. The shareholders of this corporation:
(a) shall have no pre-emptive rights to subscribe to any issue of
shares of any class of this corporation now or hereafter made; and
(b) shall have no right to cumulate votes in the election of directors.
5.1 Whether or not a vote of shareholders is otherwise required, the
affirmative vote of the holders of not less than 80% of the outstanding shares
of "Voting Stock" (as hereinafter defined) of the corporation shall be
required for the approval of any "Business Combination" (as hereinafter
defined) with any "Related Person" (as hereinafter defined) involving the
corporation or the approval or authorization by the corporation in its capacity
as a shareholder of any Business Combination involving a "Subsidiary" (as
hereinafter defined) which requires the approval or authorization of the
shareholders of the Subsidiary; provided, however, that the 80 percent voting
requirement shall not be applicable if:
(a) The "Continuing Directors" (as hereinafter defined) by a majority
vote have expressly approved the Business Combination; or
(b) The Business Combination is a merger, consolidation, exchange of
shares or sale of all or substantially all of the assets of the corporation
and the cash or fair market value of the property, securities or other
consideration to be received per share by holders of common stock of the
corporation other than the Related Person is not less than the highest per
share price (with appropriate adjustments for recapitalizations, stock
splits, stock dividends and like distributions), paid by the Related Person
in acquiring any of its holdings of the corporation's common stock.
5.2 For the purpose of this Article 5:
(a) The term "Business Combination" shall mean:
-4-
<PAGE>
(i) any merger or consolidation of the corporation or a
Subsidiary with or into a Related Person;
(ii) any exchange of shares of the corporation or a Subsidiary
for shares of a Related Person which, in the absence of this
Article, would have required the affirmative vote of at least a
majority of the voting power of the outstanding shares of the
corporation entitled to vote or the affirmative vote of the
corporation, in its capacity as a shareholder of the Subsidiary;
(iii) any sale, lease, exchange, transfer or other disposition
(in one transaction or in a series of transactions), including
without limitation a mortgage or any other security device, of all
or any "Substantial Part" (as hereinafter defined) of the assets
either of the corporation (including without limitation any voting
securities of a Subsidiary) or of a Subsidiary, to or with a
Related Person;
(iv) any sale, lease, exchange, transfer or other disposition
(in one transaction or a series of transactions) of all or any
Substantial Part of the assets of a Related Person to or with the
corporation or a Subsidiary;
(v) the issuance to a Related Person of any securities (except
pursuant to stock dividends, stock splits or similar transactions
which would not have the effect of increasing the proportionate
voting power of a Related Person) of the corporation or of a
Subsidiary (except pursuant to a pro rata distribution to all
holders of common stock of the corporation);
(vi) any recapitalization or reclassification that would have
the effect of increasing the voting power of a Related Person; and
(vii) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of Business
Combination.
(b) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with its
"Affiliates" and "Associates" (as defined on January 16, 1984 by Rule
12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as
defined on January 16, 1984 by Rule 13d-3 under the Securities Exchange Act
of 1934) in the aggregate 15 percent or more of the outstanding
-5-
<PAGE>
Voting Stock of the corporation, and any Affiliate or Associate (other than
the corporation, or a wholly-owned subsidiary of the corporation) of any
such individual, corporation, partnership or other person or entity.
(c) The term "Substantial Part" shall mean more than 30 percent of
the fair market value of the total assets of the corporation in question,
as of the end of its most recent fiscal year ending prior to the time the
determination is being made.
(d) Without limitation, any shares of common stock of the corporation
that any Related Person has the right to acquire pursuant to any agreement,
or upon exercise of conversion rights, warrants or options, or otherwise,
shall be deemed beneficially owned by the Related Person.
(c) The term "Subsidiary" shall mean any corporation, a majority of
the equity securities of any class of which are owned by the corporation,
by another Subsidiary, or in the aggregate by the corporation and one or
more of its Subsidiaries.
(f) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the corporation entitled to vote generally in the election
of directors and each reference to a proportion of shares of Voting Stock
shall refer to such proportion of the votes entitled to be cast by such
shares.
(g) The term "Continuing Director" shall mean (i) a director who was
a member of the Board of Directors of the corporation either on January 16,
1984 or immediately prior to the time that any Related Person involved in
the Business Combination in question became a Related Person or (ii) any
person becoming a director whose election, or nomination for election by
the corporation's shareholders, was approved by a vote of a majority of the
Continuing Directors; provided, however, that in no event shall a Related
Person involved in the Business Combination in question be deemed to be a
Continuing Director.
5.3 For the purposes of this Article 5 the Continuing Directors by a
majority vote shall have the power to make a good faith determination, on the
basis of information known to them of: (i) the number of shares of Voting Stock
of the corporation that any person or entity Beneficially Owns; (ii) whether a
person or entity is an Affiliate or Associate of another; (iii) whether the
assets subject to any Business Combination constitute a Substantial Part; (iv)
whether any business transaction is one in which a Related Person has an
interest; (v) whether the cash or fair market value of the
-6-
<PAGE>
property, securities or other consideration to be received per share by holders
of common stock of the corporation other than the Related Person in a Business
Combination is an amount at least equal to the highest per share price paid by
the Related Person; and (vi) such other matters with respect to which a
determination is required under this Article 5.
5.4 The provisions set forth in this Article 5 may not be repealed or amended
in any respect, unless such action is approved by the affirmative vote of the
holders of not less than 80 percent of the outstanding shares of Voting Stock of
this corporation.
6.1 The number of directors may be increased or decreased from time to time by
a resolution adopted by the holders of at least 80 percent of the shares of
outstanding "Voting Stock" (as defined in Article 5 hereof) of the corporation
entitled to vote (unless the proposed increase or decrease has been expressly
approved by a majority vote of all members of the Board of Directors in which
case such an increase or decrease shall be approved by the holders of a
majority of the shares of outstanding Voting Stock of the corporation) or such
number may be increased by the majority vote of all members of the Board of
Directors. The directors shall be divided into three classes as equal in number
as possible.
At each regular meeting of the shareholders following the 1984 regular
shareholders' meeting (at which meeting the directors were divided into three
classes with directors in the first class, second class and third class elected
to serve until the regular meetings of shareholders held in 1985, 1986 and 1987,
respectively), each director elected to succeed a director whose term has
expired shall hold office until the third succeeding regular meeting of the
shareholders after such director's election and until such director's successors
have been duly elected and qualified, or until the earlier death, resignation,
removal or disqualification of such director. In case of any increase or
decrease in the number of directors, the increase or decrease shall be
distributed among the several classes as equally as possible as shall be
determined by a majority vote of all members of the Board of Directors or by the
holders of at least 80 percent of the shares of outstanding Voting Stock of the
corporation.
6.2 Vacancies in the Board of Directors of this corporation occurring by reason
of death, resignation, removal or disqualification shall be filled for the
unexpired term by a majority of the remaining directors, even though less than a
quorum. Vacancies resulting from newly created directorships resulting from an
increase in the authorized number of directors by action of the Board of
Directors may be filled by a majority vote of the remaining directors. Each
director elected to fill a vacancy shall hold office until a qualified successor
is elected by the shareholders at
-7-
<PAGE>
their next regular meeting. At such next regular meeting, the shareholders shall
elect a director to fill the remainder of any unexpired term for which a
director has been elected to fill a vacancy by the Board of Directors.
6.3 Any or all of the directors may be removed from office at any time, with
or without cause, by the affirmative vote of the shareholders holding 80
percent of the shares of outstanding Voting Stock (unless the removal has been
expressly approved by the majority vote of all members of the Board of
Directors in which case the removal shall require the affirmative vote of the
shareholders holding a majority of the outstanding shares of Voting Stock of
the corporation). A director named by the Board of Directors to fill a vacancy
may be removed from office at any time, with or without cause, by the
affirmative vote of a majority of the remaining directors if the shareholders
have not elected directors in the interim between the time of the appointment
to fill such vacancy and the time of removal. In the event that any one or more
directors or the entire Board is removed at a shareholders' meeting, a new
director or new directors shall be elected at the same meeting.
6.4 No provision of this Article 6 may be repealed or amended in any respect
except by the affirmative vote of the holders of not less than 80 percent of the
outstanding shares of Voting Stock of the corporation (unless the proposed
repeal or amendment has been expressly approved by a majority of all members of
the Board of Directors in which case such a repeal or amendment shall be
approved by the holders of a majority of the outstanding shares of Voting Stock
of the corporation).
7. A director of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota
Statues; (iv) for any transaction from which the director derived an improper
personal benefit; or (v) for any act or omission occurring prior to the date
when this Article 7 became effective.
Any repeal or modification of the foregoing provisions of this Article 7
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
-8-
<PAGE>
IN WITNESS WHEREOF, we have hereunto subscribed our hands and affixed the
seal of the corporation this 24th day of May, 1988.
/s/Charles M. Denny, Jr.
---------------------------------
Charles M. Denny, Jr.
President
/s/Kathie Mikucki
---------------------------------
Kathie Mikucki
Secretary
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On this 24th day of May, 1988, before me, a Notary Public within and for
said County, Personally appeared Charles M. Denny, Jr. and Kathie Mikucki, to me
personally known, who, being each by me duly sworn, did say that they are
respectively the President and Secretary of ADC Telecommunications, Inc., the
corporation named in the foregoing instrument; that the seal affixed to the
instrument is the corporate seal of the corporation, that the instrument was
signed and sealed in behalf of the corporation by authority of its shareholders;
and they acknowledged the instrument to be the free act and deed of the
corporation.
/s/ Mary M. Murphy
---------------------------------
Notary Public
MARY M. MURPHY
NOTARY PUBLIC - MINNESOTA
HENNEPIN COUNTY
My Commission Expires Jan. 6, 1993
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED MAY 27, 1988
Joan Anderson Growe
Secretary of State
-9-
<PAGE>
STATE OF MINNESOTA
SECRETARY OF STATE
Certificate of Merger
I, Joan Anderson Growe, Secretary of State of Minnesota, do certify that:
An Agreement and Plan of Merger between the following corporations has been
approved pursuant to the procedures required by the chapter indicated. The
Agreement and Plan of Merger was filed in this office on this date. Each of the
merging corporations have been merged into the surviving corporation listed
below on the effective date listed below.
Merger Filed Pursuant to Minnesota Statues, Chapter: 302A
State of Incorporation and Names of Merging Corporations:
MN: Data Search Inc.
MN: ADC Telecommunications, Inc.
State of Incorporation and Name of Surviving Corporation:
MN: ADC Telecommunications, Inc.
Effective Date of Merger: January 11, 1989
Name of Surviving Corporation After Effective Date of Merger:
ADC Telecommunications, Inc.
The surviving corporation, if a non-Minnesota corporation qualified to do
business in Minnesota.
This certificate has been issued on: January 11, 1989
/s/Joan Anderson Growe
--------------------------------------
Secretary of State
<PAGE>
ARTICLES OF MERGER
Pursuant to the provisions of the Minnesota Business Corporation Act, the
undersigned corporations adopt the following articles of merger for the purpose
of merging Data Search, Inc. into ADC Telecommunications, Inc.:
1. The following plan of merger was approved by the undersigned
corporations in the manner prescribed by the Minnesota Business
Corporation Act:
(a) This Plan of Merger is for the merger of Data Search,
Inc. into ADC Telecommunications, Inc., the latter being the
surviving corporation;
(b) At the time of merger all shares of Data Search, Inc.
which are currently issued and outstanding, 100,000 shares of
common, will be cancelled;
(c) No payment will be made to any of the shareholders for
said cancellation of shares because there are no assets of
value in Data Search, Inc., the consideration to all the
shareholders being the elimination of the shell corporation
so as to ease personal and corporate accounting burdens;
(d) There will be no amendments to the articles of ADC
Telecommunications, Inc. as a result of this merger.
2. A vote of the shareholders of ADC Telecommunications, Inc. is not
required by virtue of section 302A.613, Subdivision 3 of the
Minnesota Business Corporation Act. With regard to Data Search,
Inc., the number of shares outstanding and entitled to vote on
such plan are 100,000 shares and 95,000 shares were represented
either in person or by proxy at a special meeting of the
shareholders to consider such plan and all such shares represented
at such meeting were voted in favor of such plan.
<PAGE>
Dated September 28, 1988
ADC TELECOMMUNICATIONS, INC.
By /s/Charles M. Denny, Jr.
-------------------------------
Charles M. Denny, Jr.
Chief Executive Officer
By /s/Kathy J. Mikucki
-------------------------------
Kathy J. Mikucki
Secretary
STATE OF MINNESOTA)
: SS.
COUNTY OF HENNEPIN)
On this 28th day of September, 1988, before me appeared CHARLES M. DENNY,
JR. and KATHIE J. MIKUCKI, to me personally known, who, being by me duly sworn,
did say that they are the chief executive officer and secretary, respectively,
of ADC Telecommunications, Inc.; that the foregoing articles of merger was
executed on behalf of the corporation by authority of its board of directors;
and that the execution of such articles was the free act and deed of the
corporation.
/s/ Connie M. Carlson
--------------------------------
CONNIE M. CARLSON Notary Public
NOTARY PUBLIC - MINNESOTA
HENNEPIN COUNTY
My Commission Expires Dec. 10, 1992
DATA SEARCH, INC.
By /s/LeRoy J. Morgan By /s/Kathie J. Mikucki
------------------------------------- -----------------------------
LeRoy J. Morgan Kathie J. Mikucki
Vice President Secretary
STATE OF MINNESOTA)
: SS.
COUNTY OF HENNEPIN)
On this 28th day of September, 1988, before me appeared LeROY J. MORGAN and
KATHIE J. MIKUCKI, to me personally known, who, being by me duly sworn, did say
that they are the vice president and secretary, respectively, of Data Search,
Inc.; that the foregoing articles of merger was executed on behalf of the
corporation by authority of its board of directors; and that the execution of
such articles was the free act and deed of the corporation.
/s/Connie M. Carlson
--------------------------------
Notorary Public
STATE OF MINNESOTA
DEPARTMENT OF STATE
CONNIE M. CARLSON FILED
NOTARY PUBLIC - MINNESOTA JAN 11 1989
HENNEPIN COUNTY /s/ Joan Anderson Growe
My Commission Expires Dec. 10, 1992 Secretary of State
-2-
<PAGE>
State of Minnesota
Office of the Secretary of State
NOTICE OF CHANGE OF
REGISTERED OFFICE - REGISTERED AGENT OR BOTH
BY
- --------------------------------------------------------------------------------
Name of Corporation
ADC Telecommunications, Inc.
- --------------------------------------------------------------------------------
Pursuant to Minnesota Statutes, Section 302A.123, 303.10, 317.19, 317A.123 or
308A.025 the undersigned hereby certifies that the Board of Directors of the
above named Corporation has resolved to change the corporation's registered
office and/or agent to:
- --------------------------------------------------------------------------------
Agent's If you do not wish to designate an agent, you must list "NONE"
Name in this box DO NOT LIST THE CORPORATE NAME
None
- --------------------------------------------------------------------------------
Address (You may not list a P.O. Box, but you may list a rural route
and box number.)
(No & Street) 4900 West 78th Street
- --------------------------------------------------------------------------------
City County MN Zip
Minneapolis Hennepin 55435
- --------------------------------------------------------------------------------
Mailing Address (If different then address above-P.O. Box is acceptable) Do
NOT list a different street address or location
- --------------------------------------------------------------------------------
City County MN Zip
- --------------------------------------------------------------------------------
The new address may not be a post office box. It must be a street address,
pursuant to Minnesota Statutes, Section 302A.011, Subd 3,303.02, Subd 5,317.02
Subd 13,317A.01 Subd 2.
This change is effective on the day it is filed with the Secretary of
State, unless you indicate another date, no later than 30 days after filing
with the Secretary of State, in this box:
9/3/91
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this certificate
under oath.
Name of Officer or Other Authorized Agent of Corporation
Kathie J. Mikucki
Signature
/s/Kathie J. Mikucki
Title of Officer
Secretary
Data
9/11/91
Do not write below this line. For Secretary of State's use only.
- --------------------------------------------------------------------------------
Receipt Number
633406
File Data
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
SEP 13 1991
/s/Joan Anderson Growe
Secretary of State
Filing Fee $35.00
Return to Business Services Division
Office of the Secretary of State
180 Sate Office Building
St. Paul, MN 55155
(612) 296-2803
Make checks payable to Secretary of State
<PAGE>
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that this is a
true and complete copy of the
document as filed for record in
this office.
DATED Mar 8 19 94
---------- ---
/s/ Joan Anderson Growe
- -----------------------
Secretary of State
BY /s/ M. Meek
------------------
<PAGE>
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
The undersigned, the Vice President, Chief Financial Officer of ADC
Telecommunications, Inc., a Minnesota corporation (the "Company"), hereby
certifies that:
1. The name of the Company is ADC Telecommunications, Inc.
2. The Company is a Minnesota corporation.
3. The following sentence, replacing in its entirety the first sentence
of Article 3 of the Company's Restated Articles of Incorporation,
contains the full text of the amendment to the Restated Articles of
Incorporation of ADC Telecommunications, Inc. approved by the
Company's shareholders at its Annual Meeting of Shareholders held on
February 22, 1994:
The aggregate number of shares which this corporation shall have
authority to issue is 110,000,000 shares, divided into
100,000,000 shares of Common Stock, par value $.20 per share, and
10,000,000 shares of Preferred Stock, no par value.
4. The amendment has been adopted pursuant to Chapter 302A of the
Minnesota Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, Robert E. Switz, the Vice
President, Chief Financial Officer of ADC Telecommunications, Inc., being duly
authorized on behalf of the Company, has executed this document effective as of
the 28th day of February, 1994.
By: /s/Robert E. Switz
-----------------------
Robert E. Switz
Vice President, Chief Financial Officer
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED FEBRUARY 28, 1994
Joan Anderson Growe
Secretary of State
<PAGE>
Exhibit 5
March 11, 1994
ADC Telecommunications, Inc.
4900 West 78th Street
Minneapolis, Minnesota 55435
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of registering 500,000
shares of Common Stock, $.20 par value, of ADC Telecommunications, Inc. (the
"Company"), to be sold to employees pursuant to the ADC Telecommunications, Inc.
1994 Employee Stock Purchase Plan (the "Plan"). We have examined such documents
and have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of this opinion.
We are of the opinion that the shares of Common Stock to be sold to
employees pursuant to the Plan, will, when sold, be legally issued, fully paid
and nonassessable, provided (i) the purchase price of newly issued shares is at
least equal to the par value of the shares of Common Stock and (ii) the
Registration Statement, as then amended, shall remain effective under the
Securities Act of 1933, as amended.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney
RAR
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ADC Telecommunications, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
December 15, 1993, included in ADC Telecommunication, Inc.'s Form 10-K for the
year ended October 31, 1993 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN & CO.
Minneapolis, Minnesota
March 11, 1994
<PAGE>
Exhibit 24
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert E. Switz and Kathie J.
Mikucki, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933 for the registration of 500,000 shares
of Common Stock of ADC Telecommunications, Inc. under the ADC
Telecommunications, Inc. 1994 Employee Stock Purchase Plan and any and all
post-effective amendments thereto, and to file such registration statement,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Dated: March 11, 1994
/s/William J. Cadogan /s/Charles W. Oswald
- ---------------------------------------- -----------------------------------
William J. Cadogan Charles W. Oswald
/s/Robert E. Switz /s/Jean-Pierre Rosso
- ---------------------------------------- -----------------------------------
Robert E. Switz Jean-Pierre Rosso
/s/Joan K. Berg /s/Donald M. Sullivan
- ---------------------------------------- -----------------------------------
Joan K. Berg Donald M. Sullivan
/s/Thomas E. Holloran
- ---------------------------------------- -----------------------------------
Thomas E. Holloran Warde F. Wheaton
/s/B. Kristine Johnson /s/John D. Wunsch
- ---------------------------------------- -----------------------------------
B. Kristine Johnson John D. Wunsch
