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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
incorporation or organization) Identification No.)
4900 West 78th Street
Minneapolis, Minnesota 55435
(Address of principal executive offices) (Zip Code)
ADC TELECOMMUNICATIONS, INC. 1991 STOCK INCENTIVE 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>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
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 2,729,734 shares $30.50 $83,256,887.00 $28,724.00
($.20 par value)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
<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.
</TABLE>
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Pursuant to Instruction E to Form S-8 under the Securities Act of 1933, as
amended, this Registration Statement relates to the registration of additional
shares of Common Stock, $.20 par value (the "Common Stock"), of ADC
Telecommunications, Inc. (the "Company") under the ADC Telecommunications, Inc.
1991 Stock Incentive Plan, a stock-based employee benefit plan for which the
Company registered 2,795,712 shares of Common Stock under a Registration
Statement filed with the Securities and Exchange Commission (the "SEC") on May
3, 1991 (Registration No. 33-40356) and 2,690,408 shares of Common Stock under a
Registration Statement filed with the SEC on March 11, 1994 (Registration No.
33-52637), the contents of which are incorporated herein by reference. The
number of shares set forth in the preceding sentence have been adjusted to
reflect dividends, declared by the Company, of one share for each share held,
effective in June 1993 and February 1995.
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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 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 8. EXHIBITS.
5 Opinion of Dorsey & Whitney P.L.L.P.
23-a Consent of Arthur Andersen LLP
23-b Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5
above)
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;
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(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 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 officer)
Robert E. Switz
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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EXHIBIT INDEX
Exhibit Page
- ------- ----
5 Opinion of Dorsey & Whitney P.L.L.P
23-a Consent of Arthur Andersen LLP
24 Power of Attorney
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Exhibit 5
DORSEY & WHITNEY
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-1498
(612) 340-2600
Fax (612) 340-2868
ADC Telecommunications, Inc.
4900 West 78th Street
Minneapolis, Minnesota 55435
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ADC Telecommunications, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the issuance by the Company from time to time of up to 2,729,734
shares of Common Stock, $.20 par value, of the Company (the "Shares"), pursuant
to the Company's 1991 Stock Incentive Plan (as amended to date, 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 the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
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ADC Telecommunications, Inc.
Page 2
accordance with terms of the Plan will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above.
Dated: April 3, 1995
Very truly yours,
/s/Dorsey & Whitney P.L.L.P.
JLS
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Exhibit 23(a)
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
<PAGE>
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 2,729,734 shares of Common
Stock of ADC Telecommunications, Inc. under the ADC Telecommunications, Inc.
1991 Stock Incentive 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: April 3, 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
