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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 Identification No.)
incorporation or organization)
4900 West 78th Street
Minneapolis, Minnesota 55435
(Address of principal executive offices) (Zip Code)
ADC TELECOMMUNICATIONS, INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
Robert E. Switz Copy to: Lee R. Mitau
Vice President, Chief Financial Officer Dorsey & Whitney
and Secretary 220 South Sixth Street
ADC Telecommunications, Inc. Minneapolis, Minnesota 55402
4900 West 78th Street
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>
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- ---------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 shares $30.50 $61,000,000.00 $21,045.00
($.20 par value)(2)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
<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 on the Nasdaq Stock Market National Market on
March 31, 1995.
(2) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered and sold pursuant to the
registrant's Retirement Savings Plan.
</TABLE>
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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, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1995; and
(c) 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 or the ADC Telecommunications, Inc.
Retirement Savings Plan 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 of the Minnesota Statutes requires, among other things,
the indemnification of persons made or threatened to be made a party to a
proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, believed that
such conduct was in the best interests of the corporation, and, in the case of
criminal proceedings, had no reason to believe the conduct was unlawful. In
addition, Section 302A.521, subd. 3, requires payment by the corporation, upon
written request, of reasonable expenses in advance of final disposition 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 or 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.
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The Company maintains an insurance policy or policies to assist in funding
indemnification of directors and officer for certain liabilities.
Item 8. EXHIBITS.
4-a Restated Articles of Incorporation of ADC
Telecommunications, Inc., as amended to date (Incorporated
by reference to Exhibit 4-b to the Company's Registration
Statement on Form S-8 filed on March 11, 1994).
4-b Composite Restated Bylaws of the Company, as amended to date
(Incorporated by reference to Exhibit 3-b to the Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 1989).
4-c Specimen certificate representing the Common Stock of the
Company (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-d Amended and Restated Rights Agreement, amended and restated
as of August 16, 1989, between the Company 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 on Form 8-A dated
September 23, 1986).
5 Internal Revenue Service determination letter
23 Consent of Arthur Andersen LLP
24 Power 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
subparagraphs is contained in periodic
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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.
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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 3rd day of
April, 1995.
ADC TELECOMMUNICATIONS, INC.
By: /s/ Robert E. Switz
-----------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
and Secretary
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 3rd day of April, 1995.
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, Chief Financial Officer
- ----------------------------------- and Secretary (principal financial
Robert E. Switz officer)
Charles T. Roehrick* Vice President and Controller (principal
accounting officer)
James C. Castle, Ph.D.* Director
Thomas E. Holloran* Director
B. Kristine Johnson* Director
Charles W. Oswald* Director
Alan E. Ross* 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: April 3, 1995
*By Power of Attorney set forth in Exhibit 24 to this registration statement.
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Pursuant to the requirements of the Securities Act of 1933, the Retirement
Savings Plan 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 3rd day of April, 1995.
RETIREMENT SAVINGS PLAN
By: /s/ Pamela J. Nichols
-----------------------------
Pamela J. Nichols
Vice President, Human Resources
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EXHIBIT INDEX
Exhibit Page
- ------- ----
5 Internal Revenue Service determination letter
23 Consent of Arthur Andersen LLP
24 Power of Attorney
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EXHIBIT 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P O Box A-3-617 OPN20-6
Chicago, IL 60690
Employer Identification Number:
Date: Feb 02 1990 41-0743912
File Folder Number:
ADC TELECOMMUNICATIONS INC 410014632
C/O STEPHEN E GOTTSCHALK Person to Contact:
DORSEY & WHITNEY TECHNICAL SCREENER
2200 FIRST BANK PLACE EAST Contact Telephone Number:
MINNEAPOLIS, MN 55402 (312) 435-1040
Plan Name:
RETIREMENT SAVINGS PLAN
Plan Number: 002
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep this
letter in your permanent records.
Continued qualification of the plan will depend on its effect in
operation under its present form. (See section 1.401-1(b)(3) of the Income
Tax Regulations.) The status of the plan in operation will be reviewed
periodically.
The enclosed document describes the impact of Notice 86-13 and some
events that could occur after you receive this letter that would
automatically nullify it without specific notice from us. The document
also explains how operation of the plan may affect a favorable
determination letter, and contains information about filing requirements.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of
other Federal or local statutes.
This determination letter is applicable for the amendment(s) adopted
on September 25, 1989.
The cash or deferred arrangement meets the requirements of section
401(k) as interpreted by the proposed regulations.
The form of the plan satisfies those requirements of the Tax Reform
Act of 1986 and the other laws, regulations, revenue rulings, and notices
listed in section 4.01 of Rev. Proc. 88-42, 1988-35 I.R.B. 27 that are
effective for plan years beginning before 1989.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
Letter 835 (DO/CG)
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-2-
ADC TELECOMMUNICATIONS INC
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ R.S. Wintrode, Jr.
R.S. Wintrode, Jr.
District Director
Enclosures:
Publication 794
PWBA 515
Letter 835 (DO/CG)
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
December 16, 1994, included in ADC Telecommunications, Inc.'s Form 10-K for the
year ended October 31, 1994 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 3, 1995
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert E. Switz his or her true and lawful
attorney-in-fact and agent, 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 1,000,000 shares of Common
Stock of ADC Telecommunications, Inc. and related plan participation interests
under the ADC Telecommunications, Inc. Retirement Savings 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: February 27, 1995
/s/William J. Cadogan /s/Charles W. Oswald
- ---------------------------------- ----------------------------------------
William J. Cadogan Charles W. Oswald
/s/Robert E. Switz /s/Alan E. Ross
- ---------------------------------- ----------------------------------------
Robert E. Switz Alan E. Ross
/s/Charles T. Roehrick /s/Jean-Pierre Rosso
- ---------------------------------- ----------------------------------------
Charles T. Roehrick Jean-Pierre Rosso
/s/James C. Castle, Ph.D. /s/Donald M. Sullivan
- ---------------------------------- ----------------------------------------
James C. Castle, Ph.D. Donald M. Sullivan
/s/Thomas E. Holloran /s/Warde F. Wheaton
- ---------------------------------- ----------------------------------------
Thomas E. Holloran Warde F. Wheaton
/s/B. Kristine Johnson /s/John D. Wunsch
- ---------------------------------- ----------------------------------------
B. Kristine Johnson John D. Wunsch
