<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 333_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0743912
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
ADC TELECOMMUNICATIONS, INC.
NON-INCENTIVE STOCK OPTION
AND INDEMNIFICATION AGREEMENT
(Full title of the plan)
David F. Fisher, Esq. Copy to:
Vice President, General Robert A. Rosenbaum, Esq.
Counsel and Corporate Secretary Dorsey & Whitney LLP
ADC Telecommunications, Inc. Pillsbury Center South
12501 Whitewater Drive 220 South Sixth Street
Minnetonka, Minnesota 55343 Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 938-8080
(Telephone number, including area code, of agent for service)
----------
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed maximum Proposed maximum Amount of
Title of securities Amount to offering price aggregate offering registration
to be registered be registered per share(1) price fee (2)
===============================================================================
Common Stock,
$.20 par value 69,456 $2.914 $202,394 $100
===============================================================================
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Act"), based on the per share prices at which the options granted under
the Plan may be exercised.
(2) Pursuant to Section 6(b) of the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of ADC Telecommunications, Inc. ("ADC" or the
"Company") which have been filed with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended October
31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996; and
(c) the description of ADC's Common Stock and Common Stock Purchase
Rights contained in any Registration Statement of the Company filed
under the Exchange Act and any amendment or report filed for the
purpose of updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents. Any statement contained herein or in a document all
or part of which is 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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the conduct
was not opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated
organizations. Article IX of the Bylaws of ADC provides that ADC shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.
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ADC also maintains an insurance policy or policies to assist in funding
indemnification of directors and officers for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Restated Articles of Incorporation of ADC Telecommunications,
Inc., as amended to date.
4.2 Composite Restated Bylaws of ADC Telecommunications, Inc., as
amended to date. (Incorporated by reference to Exhibit 3-b
to ADC's Annual Report on Form 10-K for the fiscal year
ended October 31, 1989, File No. 0-1424.)
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
-------------------------
The Company 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.
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 Commission pursuant to Rule 424(b)
under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% 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 in the information
set forth in the Registration Statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
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(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 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 Minnetonka, State of Minnesota, on May 24, 1996.
ADC TELECOMMUNICATIONS, INC.
By /s/ William J. Cadogan
------------------------------------
William J. Cadogan
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By /s/ William J. Cadogan Dated: May 24, 1996
---------------------------------------
William J. Cadogan
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
(principal executive officer)
By /s/ Robert E. Switz Dated: May 24, 1996
---------------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
(principal financial officer)
By /s/ Charles T. Roehrick Dated: May 24, 1996
---------------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: May 24, 1996
---------------------------------------
James C. Castle, Ph.D.
Director
By * Dated: May 24, 1996
---------------------------------------
Thomas E. Holloran
Director
By * Dated: May 24, 1996
---------------------------------------
B. Kristine Johnson
Director
By * Dated: May 24, 1996
---------------------------------------
Charles W. Oswald
Director
<PAGE>
By * Dated: May 24, 1996
---------------------------------------
Alan E. Ross
Director
By * Dated: May 24, 1996
---------------------------------------
Jean-Pierre Rosso
Director
By * Dated: May 24, 1996
---------------------------------------
Donald M. Sullivan
Director
By * Dated: May 24, 1996
---------------------------------------
Warde F. Wheaton
Director
By * Dated: May 24, 1996
---------------------------------------
John D. Wunsch
Director
*By /s/ Robert E. Switz
---------------------------------------
Robert E. Switz
As Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
4.1 Restated Articles of Incorporation of ADC
Telecommunications, Inc., as amended to date .............
4.2 Composite Restated Bylaws of ADC Telecommunications,
Inc., as amended to date. (Incorporated by reference
to Exhibit 3-b to ADC's Annual Report on Form 10-K for
the fiscal year ended October 31, 1989, File No. 0-1424.)
5.1 Opinion of Dorsey & Whitney LLP ..........................
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public
accountants ..............................................
24.1 Powers of Attorney .......................................
<PAGE>
Exhibit 4.1
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
We, the undersigned, being respectively the President and Secretary of ADC
Telecommunication, 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 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;
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(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 extend 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 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 power, 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 share of such series.
The Board of Directors is expressly authorized to vary the provision
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. 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.
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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 percent 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:
(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);
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(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 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 commons 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.
(e) 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 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.
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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 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 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 member 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 Section 302A.559 or 80A.23 of the
Minnesota Statutes; (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.
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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
[STAMP OF NOTARY PUBLIC]
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ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
The undersigned, the Vice President, Chief Financial Officer of ADC
Telecommunication, 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 Telecommunication, 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
<PAGE>
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
The undersigned, Vice President, Corporate Secretary and General Counsel
of ADC Telecommunication, 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 Shareholders' Meeting held on
February 27, 1996:
The aggregate number of shares which this corporation shall
have authority to issue is 310,000,000 shares, divided into
300,000,000 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, David F. Fisher, Vice President,
Corporate Secretary and General Counsel of ADC Telecommunication, Inc., being
duly authorized on behalf of the Company has executed this document effective
as of the 15th day of April, 1996.
By: /s/ David F. Fisher
--------------------------------------
David F. Fisher
Vice President, Corporate Secretary
and General Counsel
<PAGE>
Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
May 23, 1996
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
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 69,456
shares of Common Stock, $.20 par value (the "Shares") of ADC
Telecommunications, Inc., a Minnesota corporation (the "Company"), initially
issuable upon the exercise of stock options granted pursuant to the ADC
Telecommunications, Inc. Non-Incentive Stock Option and Indemnification
Agreement between the Company and G. Atmar Thompson, dated March 1, 1996 (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
opinion set forth below.
In rendering our opinion 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
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above is 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.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
RAR
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in this Registration Statement of our report dated December 13, 1995,
included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October
31, 1995, and to all references to our firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 24, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of William J. Cadogan, Robert E. Switz and David
F. Fisher, with full power to each to act without the other, his or her true
and lawful attorney-in-fact and agent with full power of substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statements on Forms S-3 and S-8 relating to the
acquisition of the shares of Da Tel Fibernet, Inc. and any or all amendments or
post-effective amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and to file the same with such state commissions and other
agencies as necessary, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each such attorney-in-fact and agent, or his substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this 28th
day of March 1996, by the following persons.
/s/ William J. Cadogan /s/ Robert E. Switz
- --------------------------------- ----------------------------------
William J. Cadogan Robert E. Switz
/s/ Charles T. Roehrick /s/ James C. Castle, Ph.D.
- --------------------------------- ----------------------------------
Charles T. Roehrick James C. Castle, Ph.D.
/s/ Thomas E. Holloran /s/ B. Kristine Johnson
- --------------------------------- ----------------------------------
Thomas E. Holloran B. Kristine Johnson
/s/ Charles W. Oswald /s/ Alan E. Ross
- --------------------------------- ----------------------------------
Charles W. Oswald Alan E. Ross
/s/ Jean-Pierre Rosso /s/ Donald M. Sullivan
- --------------------------------- ----------------------------------
Jean-Pierre Rosso Donald M. Sullivan
/s/ Warde F. Wheaton /s/ John D. Wunsch
- --------------------------------- ----------------------------------
Warde F. Wheaton John D. Wunsch
