ADC TELECOMMUNICATIONS INC
S-3/A, 1996-11-22
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>
   
    As filed with the Securities and Exchange Commission on November 22, 1996
                                        
                                                     Registration No. 333- 15283
    
================================================================================
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                 AMENDMENT NO. 1
                                       TO
    
                                    FORM S-3
                             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.)

                             12501 Whitewater Drive
                           Minnetonka, Minnesota 55343
                                 (612) 938-8080
   (Address, including zip code, and telephone number, including area code, of
                                  registrant's
                          principal executive offices)

                                   Copies to:
         David F. Fisher, Esq.                   Robert A. Rosenbaum, Esq.
  Vice President, General Counsel and               Dorsey & Whitney LLP
          Corporate Secretary                      Pillsbury Center South
      ADC Telecommunications, Inc.                 220 South Sixth Street
         12501 Whitewater Drive                 Minneapolis, Minnesota 55402
      Minnetonka, Minnesota 55343                      (612) 340-5681
             (612) 938-8080
 (Name, address, including zip code,  and 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.

   If  the  only  securities being registered on this  Form  are  being  offered
pursuant  to dividend or interest reinvestment plans, please check the following
box.  /  /

   If any of the securities being registered on this Form are to be offered on a
delayed  or  continuous basis pursuant to Rule 415 under the Securities  Act  of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  /  /

   If  this  Form  is filed to register additional securities  for  an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act registration statement  number  of  the  earlier
effective registration statement for the same offering.  /  /

  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the following box  and  list  the  Securities  Act
registration  statement  number of the earlier effective registration  statement
for the same offering.  /  /

   If  delivery of the prospectus is expected to be made pursuant to  Rule  434,
please check the following box.  /  /

   
    

    The  Registrant hereby amends this Registration Statement on  such  date  or
dates as may be necessary to delay its effective date until the Registrant shall
file  a  further  amendment  which specifically states  that  this  Registration
Statement shall thereafter become effective in accordance with Section  8(a)  of
the  Securities  Act  of 1933 or until the Registration Statement  shall  become
effective on such date as the Commission, acting pursuant to said Section  8(a),
may determine.
================================================================================

<PAGE>

Information contained herein is subject to completion or amendment.  A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission.  These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective.  This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

   
                 Subject to Completion:  dated November 22, 1996
    

PROSPECTUS
                                        
                          ADC TELECOMMUNICATIONS, INC.
                                   ----------
                                        
                                1,468,030 Shares
                                       of
                                  Common Stock
                                ($.20 par value)
                                   ----------
   
     This Prospectus relates to an aggregate of 1,468,030 shares (the "Shares")
of Common Stock, par value $.20 per share (the "Common Stock"), of ADC
Telecommunications, Inc., a Minnesota corporation ("ADC" or the "Company"), that
may be sold from time to time by the shareholders named herein (the "Selling
Shareholders").  See "Selling Shareholders."  The Company will not receive any
proceeds from the sale of the Shares.  The Company has agreed to pay the
expenses of registration of the Shares, including certain legal and accounting
fees.  The aggregate number of the shares has been adjusted to account for the
Company's two-for-one stock split in the form of a one hundred percent (100%)
stock dividend which was paid on October 31, 1996 to shareholders of record on
October 15, 1996.
    

     Any or all of the Shares may be offered from time to time in transactions
on the Nasdaq National Market, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices.  See "Plan of Distribution."

     The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.  The Common Stock is traded on
the Nasdaq National Market under the symbol "ADCT."
                                   ----------
                                        
       For information concerning certain risks related to this offering,
           see "Risk Factors" beginning on page 3 of this Prospectus.
                                   ----------
                                        
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                   ----------

     No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company.  This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation.  Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof.

   
                The date of this Prospectus is November --, 1996.
    

<PAGE>
                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act"),  and  in  accordance
therewith  files  reports,  proxy  statements and  other  information  with  the
Securities  and  Exchange Commission (the "Commission").   Such  reports,  proxy
statements  and  other  information filed by the Company can  be  inspected  and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, and at the Commission's regional  offices  at  7
World  Trade  Center, Suite 1300, New York, New York 10048 and CitiCorp  Center,
500  West Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies  of  such
materials can be obtained from the Public Reference Section of the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549, at  prescribed  rates.   The
Commission also maintains a World Wide Web site which provides on-line access to
reports,  proxy  and  information  statements and  other  information  regarding
registrants  that  file  electronically  with  the  Commission  at  the  address
"http://www.sec.gov."  In addition, the Common Stock of ADC  is  listed  on  the
Nasdaq  National  Market, and reports, proxy statements  and  other  information
concerning  the  Company can also be inspected at the offices  of  the  National
Association of Securities Dealers, 1735 K. Street N.W., Washington, D.C.  20006.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities  Act"),
and to which reference is hereby made.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents of the Company which have been  filed  with  the
Commission are hereby incorporated by reference in this Prospectus:

     (a)  the Annual Report on Form 10-K for the year ended October 31, 1995;

     (b)   the Quarterly Report on Form 10-Q for the quarter ended January  31,
           1996;

     (c)   the  Quarterly Report on Form 10-Q for the quarter ended  April  30,
           1996;

     (d)  the Quarterly Report on Form 10-Q for the quarter ended July 31, 1996;

     (e)  the Current Report on Form 8-K dated July 1, 1996;

     (f)  the Current Report on Form 8-K/A dated July 1, 1996;

     (g)  the Current Report on Form 8-K dated September 24, 1996; and

     (h)  the  description of ADC's Common Stock and Common Stock Purchase
          Rights  contained  in  the  Company's  Registration  Statement   filed
          pursuant to Section 12 of 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 Prospectus and prior to
the  termination  of  the offering of the Common Stock shall  be  deemed  to  be
incorporated by reference into this Prospectus 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  Prospectus  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 Prospectus.

     The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents).  Requests for such copies should be
directed to David F. Fisher, Esq., Vice President, General Counsel and Corporate
Secretary, ADC Telecommunications, Inc., 12501 Whitewater Drive, Minnetonka,
Minnesota 55343, telephone number (612) 938-8080.

                                       -2-

<PAGE>

                                  RISK FACTORS

      The  following risk factors should be considered carefully in addition  to
the  other  information  contained in or incorporated  by  reference  into  this
Prospectus  before purchasing the Common Stock offered hereby.  This Prospectus,
including  the  information incorporated herein by reference, contains  forward-
looking  statements within the meaning of Section 27A of the Securities  Act  of
1933  and  Section 21E of the Securities Exchange Act of 1934.   Forward-looking
statements  represent  the Company's expectations or beliefs  concerning  future
events,  including  the following:  any statements regarding  future  sales  and
gross   profit  percentages,  any  statements  regarding  the  continuation   of
historical  trends, any statements regarding the sufficiency  of  the  Company's
cash balances and cash generated from operating and financing activities for the
Company's  future  liquidity and capital resource needs.  The  Company  cautions
that  these  statements are further qualified by important  factors  that  could
cause  actual results to differ materially from those projected in the  forward-
looking  statements as a result, in part, of the risk factors set  forth  below.
In   connection  with  the  forward-looking  statements  which  appear  in  this
Prospectus,   including  the  information  incorporated  herein  by   reference,
prospective  purchasers  of  ADC Common Stock offered  hereby  should  carefully
review the factors set forth below.


Rapid Technological Change and Importance of New Products

      The  telecommunications  equipment  industry  is  characterized  by  rapid
technological  change, evolving industry standards, changing  market  conditions
and  frequent  new product introductions and enhancements.  The introduction  of
products  embodying new technologies or the emergence of new industry  standards
can  render  existing  products  or  products  under  development  obsolete   or
unmarketable.   ADC's ability to anticipate changes in technology  and  industry
standards  and successfully to develop and introduce new products  on  a  timely
basis  will  be  a  significant  factor in ADC's  ability  to  grow  and  remain
competitive.   New product development often requires long-term  forecasting  of
market  trends, development and implementation of new technologies and processes
and  a substantial capital commitment.  In particular, ADC has recently invested
substantial  resources  toward the development  of  new  products  such  as  its
Homeworx  -TM- product utilizing hybrid fiber coax technology.  ADC is  engaging
in  extensive field testing and evaluation of its Homeworx -TM- system for video
and  telephony applications, and has shipped the Homeworx -TM- system for  video
applications to customers for initial deployment.  In addition, ADC is currently
deploying  the  Homeworx  -TM- system for telephony applications  to  a  limited
number of customers for field trial.  Development and customer acceptance of new
products  is inherently uncertain, and there can be no assurance that  ADC  will
successfully  complete  the commercialization of the Homeworx  -TM-  system  for
telephony  applications or other new products on a timely  basis  or  that  such
products  will be commercially successful.  Any failure by ADC to anticipate  or
respond  on  a  cost-effective  and timely basis to technological  developments,
changes  in  industry  standards or customer requirements,  or  any  significant
delays  in  product development or introduction, could have a  material  adverse
effect on ADC's business, operating results and financial condition.


Uncertain Market for Broadband Network Products

      Over  the  past  several  years, ADC's principal  product  offerings  have
generally consisted of copper-based and fiber-based products designed to address
the  needs  of  its  customers  for connectivity,  transmission  and  networking
applications  on traditional telephony networks.  However, with  the  growth  of
multimedia  and  the associated development of enhanced voice,  video  and  data
transmission  technologies,  ADC's recent product  offerings  and  research  and
development  efforts have been increasingly focused on addressing the  broadband
telecommunications  equipment  market  through  the  use  of  new  or  different
technologies.  The market for broadband telecommunications products is  emerging
and  rapidly changing.  ADC's future growth is dependent in part on its  ability
to  successfully develop and commercially introduce new products in each of  its
product  groups  addressing this market, as well as the growth in  this  market.
The  growth  in  the  market for such broadband telecommunications  products  is
dependent  on  a number of factors, including the amount of capital expenditures
by  public  network  providers, regulatory and legal developments  and  end-user
demand for integrated voice, video, data and other network services.  There  can
be  no assurance that the market for broadband telecommunications products  will
develop rapidly.  In addition, to the extent this market develops, there can  be
no  assurance  that  ADC's  products will meet  with  market  acceptance  or  be
profitable.

                                       -3-

<PAGE>

Competition

      Competition  in the telecommunications equipment industry is intense,  and
ADC believes that competition may increase substantially with the deployment  of
broadband  networks and the recent regulatory changes.  See "Changing Regulatory
Environment."   Many  of  ADC's  foreign  and  domestic  competitors  have  more
extensive   engineering,  manufacturing,  marketing,  financial  and   personnel
resources  than those of ADC.  ADC believes its success in competing with  other
manufacturers   of   telecommunications  products  depends  primarily   on   its
engineering,  manufacturing  and  marketing  skills,  the  price,  quality   and
reliability  of its products, and its delivery and service capabilities.   While
the  market  for  ADC's  products  has not historically  been  characterized  by
significant price competition, ADC anticipates increasing pricing pressures from
current  and future competitors in certain of the markets for its products.   In
addition,  ADC  believes that technological change, the increasing  addition  of
data,  video  and other services to networks, continuing regulatory  change  and
industry consolidation or new entrants will continue to cause rapid evolution in
the competitive environment of the telecommunications equipment market, the full
scope  and  nature  of  which is difficult to predict at this  time.   Increased
competition could result in price reductions, reduced margins and loss of market
share  by  ADC.   There can be no assurance that ADC will  be  able  to  compete
successfully with its existing or new competitors or that competitive  pressures
faced  by  ADC will not materially and adversely affect its business,  operating
results and financial condition.


Fluctuations in Operating Results

     ADC's operating results may fluctuate significantly from quarter to quarter
due to several factors, including, without limitation, the volume and timing  of
orders  from,  and  shipments to, major customers, the  timing  of  new  product
announcements and the availability of product by ADC or its competitors, overall
level of capital expenditures by public network providers, market acceptance  of
new  and  enhanced versions of ADC's products, variations in the mix of products
ADC  sells  or  its  sales  channels,  and the  availability  and  cost  of  key
components.   In  addition, ADC is experiencing growth through  acquisition  and
expansion, and its recent results of operations may not be indicative of results
to  be  achieved in future periods.  ADC's expense levels are based in  part  on
expectations  of future revenues.  If revenue levels in a particular  period  do
not  meet  expectations,  operating  results  will  be  adversely  affected.  In
addition,  ADC's  results of operations are subject to  seasonal  factors.   ADC
historically  has experienced a stronger demand for its products in  the  fourth
fiscal  quarter, primarily as a result of ADC year-end incentives  and  customer
budget cycles, and has experienced a weaker demand for its products in the first
fiscal  quarter,  primarily  as  a result of the  number  of  holidays  in  late
November, December and early January and a general industry slowdown during that
period.   There can be no assurance that these historical seasonal  trends  will
continue in the future.


Changing Regulatory Environment

      The  telecommunications industry is subject to regulation  in  the  United
States  and  other  countries.  ADC's business is dependent upon  the  continued
growth   of   the   telecommunications  industry  in  the  United   States   and
internationally.  Federal and state regulatory agencies regulate most  of  ADC's
domestic  customers.   On  January  3,  1996,  the  U.S.  Congress  passed   the
Telecommunications Act of 1996 (the "Telecommunications Act").  The President of
the  United  States signed the Telecommunications Act into law  on  February  8,
1996.   The Telecommunications Act will lift certain restrictions on the ability
of  companies, including Regional Bell Operating Companies ("RBOCs")  and  other
customers  of  ADC,  to compete with one another and will generally  reduce  the
regulation  of  the  telecommunications industry.  While ADC believes  that  the
deregulation of the telecommunications industry may increase ADC's opportunities
to  provide solutions for its customers' voice, data and video needs, the effect
on the market for ADC's products is difficult to predict at this time, and there
can  be no assurance that competition in ADC's product market will not intensify
as  a  result  of  such  deregulation.  Changes in current  or  future  laws  or
regulations,  in the United States or elsewhere, could materially and  adversely
affect ADC's business.


International Operations

      Export  sales accounted for 16.1%, 15.0% and 18.2% of ADC's net  sales  in
fiscal 1993, 1994, and 1995, respectively, and ADC expects that export sales may
increase as a percentage of net sales in the future.  In addition, ADC  owns  or
subcontracts  manufacturing operations located in Mexico, Australia  and  China.
Due  to its export sales and its international manufacturing operations, ADC  is
subject   to  the  risks  of  conducting  business  internationally,   including
unexpected   changes   in,   or  impositions  of,  legislative   or   regulatory
requirements, fluctuations in the U.S.

                                       -4-

<PAGE>

dollar  that  could  materially and adversely affect  U.S.  dollar  revenues  or
operating  expenses,  tariffs and other barriers and  restrictions,  potentially
longer  payment  cycles,  greater difficulty in accounts receivable  collection,
potentially  adverse  taxes,  and the burdens of complying  with  a  variety  of
foreign  laws and telecommunications standards.  ADC also is subject to  general
geopolitical  risks, such as political and economic instability and  changes  in
diplomatic  and  trade  relationships,  in  connection  with  its  international
operations.  There can be no assurance that such factors will not materially and
adversely  affect  ADC's  operations in the future  or  require  ADC  to  modify
significantly its current business practices.  In addition, the laws of  certain
foreign  countries  may  not protect ADC's proprietary technology  to  the  same
extent as do the laws of the United States.


Dependence on Proprietary Technology

      ADC's  future  success  depends in part upon its  proprietary  technology.
Although  ADC  attempts to protect its proprietary technology  through  patents,
copyrights  and  trade secrets, it also believes that its  future  success  will
depend  upon  product  development,  technological  expertise  and  distribution
channels.   There  can  be no assurance that ADC will be  able  to  protect  its
technology,  or that competitors will not be able to develop similar  technology
independently.   ADC  has  received and may in the  future  receive  from  third
parties,  including  some  of  its competitors,  notices  claiming  that  it  is
infringing  third-party patents or other proprietary rights.  There  can  be  no
assurance  that ADC would prevail in any litigation over third-party claims,  or
that it would be able to license any valid and infringed patents on commercially
reasonable  terms.   Furthermore, litigation, regardless of its  outcome,  could
result in substantial cost to and diversion of effort by ADC.  Any litigation or
successful  infringement claims by third parties could materially and  adversely
affect ADC's business, operating results and financial condition.


Volatility of Stock Price

      Based  on the trading history of its stock, ADC believes factors  such  as
announcements of new products by ADC or its competitors, quarterly  fluctuations
in   ADC's   financial  results,  customer  contract  awards,  developments   in
telecommunications  regulation and general conditions in the  telecommunications
equipment  industry have caused and are likely to continue to cause  the  market
price   of   ADC's  Common  Stock  to  fluctuate  substantially.   In  addition,
telecommunications equipment company stocks have experienced  significant  price
and  volume  fluctuations  that  often have  been  unrelated  to  the  operating
performance of such companies. This market volatility may adversely  affect  the
market price of ADC's Common Stock.

                          ADC TELECOMMUNICATIONS, INC.

General

      ADC  designs, manufactures and markets transmission, enterprise networking
and connectivity products for use in broadband global markets.  ADC's wide range
of  products  employ fiber, hybrid fiber coax, wireless and traditional  copper-
based  technologies.  ADC's customers include:  public network providers,  which
consist  of  all  seven of the RBOCs, other telephone companies,  long  distance
carriers,  wireless  service providers, the major cable TV operators  and  other
domestic  public  network providers; private and governmental network  providers
(such  as  various  large  business customers and  governmental  agencies);  and
international  network operators.  ADC also sells indirectly to these  customers
through  the major telecommunications original equipment manufacturers ("OEMs").
ADC's  products  enable  these network providers  to  build  and  upgrade  their
networks to support increasing user demand for voice, data and video services.

       ADC   seeks  to  capitalize  on  opportunities  in  the  evolving  global
telecommunications  market  by  providing  equipment,  services  and  integrated
solutions  for  its customers' voice, data and video needs.  Key  components  of
ADC's  strategy  include:   (i) focusing on broadband  (1,544  Mbps  or  higher)
network  opportunities,  (ii)  providing  end-to-end  network  solutions,  (iii)
leveraging  technological  capabilities across product  groups,  (iv)  expanding
international  presence and (v) pursuing strategic alliances  and  acquisitions.
ADC  offers a broad line of telecommunications equipment that provides customers
with  solutions for key network needs from the central office, through the local
loop,  into the customer premises and across the enterprise network.  ADC  seeks
to  leverage  its  substantial expertise in fiber optics, broadband,  video  and
wireless technologies across its product groups in order to develop new  product
architectures  and network management tools for its customers'  evolving  voice,
data and video network needs in a variety of applications.

                                       -5-

<PAGE>

      ADC's  products  can  be  categorized into three general  product  groups:
transmission,  enterprise networking and broadband connectivity.  These  product
groups accounted for 31%, 22% and 47%, respectively, of ADC's net sales for  the
year  ended  October  31,  1995.  ADC's emphasis  on  fiber  optic  products  is
demonstrated by ADC's increasing net sales of fiber optic products over each  of
the last three years.

      ADC  sells  its products to customers in three primary markets:   (i)  the
United  States public telecommunications network market, which consists  of  all
seven  of the RBOCs, other telephone companies, long distance carriers, wireless
service  providers,  the  major cable TV operators  and  other  domestic  public
network  providers;  (ii) the private and governmental  voice,  data  and  video
network  market  in the United States, such as various large business  customers
and  governmental agencies that own and operate their own voice, data and  video
networks  for  internal  use;  and (iii) the international  public  and  private
network market.  A majority of ADC's sales are made by a direct sales force, and
ADC  maintains  sales offices throughout the United States  and  also  maintains
offices  in  Canada, Europe, the Pacific Rim, Australia and  Central  and  South
America.   The  public  network  providers,  private  and  governmental  network
providers  and international sales accounted for 58%, 24% and 18%, respectively,
of  ADC's  net  sales for the year ended October 31, 1995;  57%,  28%  and  15%,
respectively, of ADC's net sales for the year ended October 31, 1994;  and  56%,
28%  and  16%, respectively, of ADC's net sales for the year ended  October  31,
1993.

      ADC  was  incorporated under the laws of the State of Minnesota  in  1953.
ADC's  principal  offices  are  located at 12501 Whitewater  Drive,  Minnetonka,
Minnesota 55343, and its telephone number at that location is (612) 938-8080.


Recent Developments

   
      On  September  24, 1996, ADC declared a two-for-one split  of  its  Common
Stock,  in  the form of a one-hundred percent (100%) stock dividend.  The  stock
dividend  was paid on October 31, 1996 to shareholders of record on October  15,
1996.
    

   
      On  November  14, 1996, ADC announced that it had entered  into  an  asset
purchase  agreement  to acquire the infrastructure equipment  group  of  Pacific
Communication  Systems, Inc. ("PCSI"), for approximately $23  million  in  cash.
Based  in  San  Diego, California, PCSI is a wholly owned subsidiary  of  Cirrus
Logic,  Inc.   PCSI's infrastructure equipment group includes  Cellular  Digital
Packet  Data (CDPD) base station products and technologies, as well  as,  design
capabilities and technologies related to Personal Handyphone System  (PHS)  base
stations and personal Air Communications Technology (pACT) advanced paging  base
stations.  ADC currently anticipates that this acquisition will be completed  in
December 1996, subject to the satisfaction of certain conditions to closing.
    

                                       -6-

<PAGE>

                              SELLING SHAREHOLDERS

   
     The following table sets forth certain information as to the maximum number
of  Shares that may be sold by each of the Selling Shareholders pursuant to this
Prospectus.  The Share numbers set forth below have been adjusted to account for
the  two-for-one  stock  split of Common Stock, in the  form  of  a  100%  stock
dividend which was paid on October 31, 1996 to shareholders of record on October
15, 1996.
    

<TABLE>
<CAPTION>

                              Number of
                             Shares Owned    Number of
                             Prior to the  Shares Offered
           Name                Offering        Hereby
           ----                --------        ------

     <S>                      <C>             <C>
     J. Michael Berman        494,190         494,190
     Michael S. Cole          218,024         218,024
     Roger M. McPeek          218,024         218,024
     David J. Heaps            58,140          58,140
     Peter G.B. Jones         218,024         218,024
     Mark Farmer              145,350         145,350
     Simon F. Dakin            14,534          14,534
     Martin Osborne            14,534          14,534
     J. Michael Berman and
       Katherine P. Berman,
       as Trustees of the
       Berman Life Trust       29,070          29,070
     J. Michael Berman and
       Katherine P. Berman,
       as Trustees of the
       Berman Family Trust     58,140          58,140
                           ----------      ----------
     Totals                 1,468,030       1,468,030
                           ==========      ==========
- ----------
</TABLE>

      The  Selling  Shareholders  are the sole former  shareholders  of  Metrica
Systems ("Metrica").  The Selling Shareholders acquired the Shares in connection
with  ADC's  acquisition of Metrica on May 31, 1996.  Pursuant  to  the  Metrica
acquisition,  ADC purchased all of the issued and outstanding shares  of  common
stock of Metrica in exchange for the Shares.


                              PLAN OF DISTRIBUTION

      The  Shares will be offered and sold by the Selling Shareholders for their
own  accounts.  The Company will not receive any proceeds from the sale  of  the
Shares  pursuant to this Prospectus.  The Company has agreed to pay the expenses
of  registration  of  the  Shares, including  a  certain  amount  of  legal  and
accounting fees.

     The Selling Shareholders may offer and sell the Shares from time to time in
transactions  on  the  Nasdaq  National Market,  in  brokerage  transactions  at
prevailing market prices or in transactions at negotiated prices.  Sales may  be
made  to or through brokers or dealers who may receive compensation in the  form
of  discounts, concessions or commissions from the Selling Shareholders  or  the
purchasers  of Shares for whom such brokers or dealers may act as  agent  or  to
whom  they  may sell as principal, or both.  As of the date of this  Prospectus,
the  Company is not aware of any agreement, arrangement or understanding between
any broker or dealer and the Selling Shareholders.

      The  Selling Shareholders and any brokers or dealers acting in  connection
with  the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by  them  and any profit realized by them on the resale of Shares as  principals
may be deemed underwriting compensation under the Securities Act.
                                        
                                       -7-

<PAGE>

                                     EXPERTS

      The  consolidated financial statements incorporated by reference  in  this
Prospectus  have  been  audited  by  Arthur  Andersen  LLP,  independent  public
accountants,  as  indicated  in  their report  with  respect  thereto,  and  are
incorporated herein by reference in reliance upon the authority of said firm  as
experts in giving said reports.


                                  LEGAL MATTERS

      The  validity of the Shares offered hereby has been passed  upon  for  the
Company  by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.

                                       -8-

<PAGE>

================================================================================

      No dealer, salesperson or any other person has been authorized to give any
information  or to make any representations other than those contained  in  this
Prospectus, and, if given or made, such information or representations must  not
be relied upon as having been authorized by the Company, any Selling Shareholder
or any other person.  This Prospectus does not constitute an offer to sell or  a
solicitation of an offer to buy to any person in any jurisdiction in which  such
offer or solicitation would be unlawful or to any person to whom it is unlawful.
Neither  the  delivery of this Prospectus nor any offer or sale  made  hereunder
shall,  under any circumstances, create any implication that there has  been  no
change in the affairs of the Company or that the information contained herein is
correct as of any time subsequent to the date hereof.

<TABLE>
<CAPTION>
                   TABLE OF CONTENTS
                                        
                                                Page
                                                ----
<S>                                              <C>
Available Information                             2
Incorporation of Certain Documents By
  Reference                                       2
Risk Factors                                      3
ADC Telecommunications, Inc.                      5
Selling Shareholders                              7
Plan of Distribution                              7
Experts                                           8
Legal Matters                                     8
</TABLE>

================================================================================
================================================================================

                                1,468,030 Shares
                                        
                                        
                                       ADC
                            TELECOMMUNICATIONS, INC.
                                        
                                        
                                        
                                  Common Stock
                                        
                                        
                                   ----------
                                        
                                   PROSPECTUS
                                        
                                   ----------
                                        
                                        
   
                               November ----, 1996
    
                                        
                                        
================================================================================

<PAGE>
                                        
                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

<TABLE>
<CAPTION>
          <S>                             <C>
          SEC Registration Fee             $363
          Accounting Fees and Expenses    2,500
          Legal Fees and Expenses         4,000
          Miscellaneous                     637
                                     ----------
               Total                     $7,500
</TABLE>

      All  fees  and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.


Item 15.  Indemnification of Officers and Directors

      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.

      ADC  also  maintains an insurance policy or policies to assist in  funding
indemnification of directors and officers for certain liabilities.


Item 16.  List of Exhibits

   
      *     5  Opinion of Dorsey & Whitney LLP regarding legality.

     **   23.1 Consent of Arthur Andersen LLP.

      *   23.2 Consent  of Dorsey & Whitney LLP  (included  in
               Exhibit 5 to this Registration Statement).

      *   24   Power of Attorney.

      *   Previously filed.
     **   Filed herewith.
    


Item 17.  Undertakings

     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:
                                        
                                      II-1

<PAGE>

                (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 to such information  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 paragraphs (a)(1)(i) and (a)(1)(ii) 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  registrant  pursuant  to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the 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.

      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 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.

     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
liabilities  (other than the payment by the registrant of expenses  incurred  or
paid  by  a  director, officer or controlling person of the  registrant  in  the
successful  defense  of  any action, suit or proceeding)  is  asserted  by  such
director, officer or controlling person in connection with the securities  being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by controlling precedent, submit to a court  of  appropriate
jurisdiction  the question whether such indemnification by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
                                        
                                      II-2

<PAGE>

                                   SIGNATURES

   
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has  caused this Amendment No. 1 to the Registration Statement to be  signed  on
its  behalf  by  the  undersigned, thereunto duly authorized,  in  the  City  of
Minnetonka, State of Minnesota, on November 22, 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 Amendment
No. 1 to the Registration Statement has been signed by the following persons  in
the capacities and on the dates indicated.
    

   
By       /s/   William J. Cadogan                 Dated:  November 22, 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:  November 22, 1996
   --------------------------------------
   Robert E. Switz
   Vice President, Chief Financial Officer
   (principal financial officer)
    

   
By       /s/   Charles T. Roehrick                Dated:  November 22, 1996
   --------------------------------------
   Charles T. Roehrick
   Vice President and Controller
   (principal accounting officer)
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   James C. Castle, Ph.D.
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Thomas E. Holloran
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   B. Kristine Johnson
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Charles W. Oswald
   Director
    

                                      II-3

<PAGE>

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Irene M. Qualters
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Alan E. Ross
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Jean-Pierre Rosso
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Donald M. Sullivan
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   Warde F. Wheaton
   Director
    

   
By        *                                       Dated:  November 22, 1996
   --------------------------------------
   John D. Wunsch
   Director
    

   
By      /s/ Robert E. Switz                       Dated:  November 22, 1996
   --------------------------------------
   Robert E. Switz
   As Attorney-In-Fact
    

                                      II-4

<PAGE>

                                  EXHIBIT INDEX


   Exhibit No.  Description                                                Page
   -----------  -----------                                                ----

     *  5       Opinion of Dorsey & Whitney LLP regarding legality

    **  23.1    Consent of Arthur Andersen LLP ............................

     *  23.2    Consent of Dorsey & Whitney LLP (included in Exhibit 5)

     *  24      Power of Attorney


     *  Previously filed.
    **  Filed herewith.


                                      II-5



<PAGE>

Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                        
                                        
      As  independent public accountants, we hereby 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
November 22, 1996




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