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As filed with the Securities and Exchange Commission on April 15, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (I.R.S Employer
of 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)
David F. Fisher, Esq. Copies to: 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. /X/
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. / /
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share * Offering Price * Fee
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Common Stock
($.20 par value) 925,508 $25.5625 $23,658,299 $7,170
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* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
April 11, 1997, as reported on the Nasdaq National Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, dated April 15, 1997
PROSPECTUS
ADC TELECOMMUNICATIONS, INC.
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925,508 Shares
of
Common Stock
($.20 par value)
----------
This Prospectus relates to an aggregate of 925,508 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.
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." On April 11, 1997, the last reported sale price of the Common Stock as
reported on the Nasdaq National Market was $25.50 per share.
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For information concerning certain risks related to this offering,
see "Risk Factors" beginning on page 2 of this Prospectus.
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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.
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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 ------, 1997.
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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 maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at (http://www.sec.gov). In addition, the
Common Stock of the Company 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, 1996;
(b) the Quarterly Report on Form 10-Q for the quarter ended January 31,
1997; and
(c) 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.
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 and
Section 21E of the Exchange Act. Forward-looking statements represent ADC'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 ADC's cash balances and cash generated from operating and
financing
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activities for ADC's future liquidity and capital resource needs and any other
statements regarding future events or financial performance. ADC 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 a limited number of customers for initial deployment.
Development and customer acceptance of new products is inherently uncertain,
and there can be no assurance that ADC will successfully complete the
development 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, or that there can be reliable predictions made
of technological trends or products in this field. 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.
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. 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
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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 and the
ability to obtain new customer contracts, 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 could increase ADC's
opportunities to provide solutions for its customers' voice, data and video
needs, this is dependent on the reaction of ADC's existing and prospective
customers to such regulatory trends. 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 15%, 18% and 21% of ADC's net sales in fiscal
1994, 1995 and 1996, 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, China,
Finland and the United Kingdom. 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. dollar, which
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.
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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.
ADC's products can be categorized into three general product groups:
transmission, enterprise networking and broadband connectivity. These product
groups accounted for 37%, 18% and 45%, respectively, of ADC's net sales for the
year ended October 31, 1996. 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
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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, Asia, Australia and
Central and South America. The public network providers, private and
governmental network providers and international sales accounted for 58%, 21%
and 21%, respectively, of ADC's net sales for the year ended October 31, 1996;
58%, 24% and 18%, respectively, of ADC's net sales for the year ended October
31, 1995; and 57%, 28% and 15%, respectively, of ADC's net sales for the year
ended October 31, 1994.
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 March 31, 1997, ADC completed the purchase of all of the outstanding
stock of The Apex Group, Inc. ("Apex") for approximately $26 million, paid in
shares of ADC Common Stock. Apex, based in Columbia, Maryland, provides
software development, network products, cabling technologies, systems
integration, and management consulting services. The Apex transaction will be
accounted for using the pooling-of-interest method.
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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.
Number of
Shares Owned Number of
Prior to the Shares Offered
Name Offering Hereby
---- -------- ------
Donn A. Lewis 231,377 231,377
R. Samuel Fine 231,377 231,377
John L. Shetrone, Jr. 231,377 231,377
James W. Swearingen 231,377 231,377
- ----------
The Selling Shareholders are the sole former shareholders of Apex and
continue to be officers of Apex, which is now a wholly owned subsidiary of ADC.
The Selling Shareholders acquired the Shares in connection with ADC's
acquisition of Apex on March 31, 1997. See "ADC Telecommunications, Inc. -
Recent Developments." Pursuant to the Apex acquisition, ADC purchased all of
the issued and outstanding shares of common stock of Apex 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.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein 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.
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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.
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TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain Documents
By Reference 2
Risk Factors 2
ADC Telecommunications, Inc. 5
Selling Shareholders 7
Plan of Distribution 7
Experts 7
Legal Matters 7
===============================================================================
===============================================================================
925,508 Shares
ADC
TELECOMMUNICATIONS, INC.
Common Stock
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PROSPECTUS
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, 1997
===============================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee $7,170
Accounting Fees and Expenses 1,000
Legal Fees and Expenses 5,000
Miscellaneous 1,830
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Total $15,000
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 Composite Restated 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
4.1 Restated Articles of Incorporation of the Company,
as amended to date.
4.2 Restated Bylaws of the Company, as amended to date.
5.1 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
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(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 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 April 15, 1997.
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: April 15, 1997
-----------------------------------
William J. Cadogan
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
(principal executive officer)
By /s/ Robert E. Switz Dated: April 15, 1997
-----------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
(principal financial officer)
By /s/ Charles T. Roehrick Dated: April 15, 1997
-----------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: April 15, 1997
-----------------------------------
James C. Castle, Ph.D.
Director
By * Dated: April 15, 1997
-----------------------------------
Thomas E. Holloran
Director
By * Dated: April 15, 1997
-----------------------------------
B. Kristine Johnson
Director
II-3
<PAGE>
By * Dated: April 15, 1997
-----------------------------------
Charles W. Oswald
Director
By * Dated: April 15, 1997
-----------------------------------
Irene M. Qualters
Director
By * Dated: April 15, 1997
-----------------------------------
Alan E. Ross
Director
By * Dated: April 15, 1997
-----------------------------------
Jean-Pierre Rosso
Director
By * Dated: April 15, 1997
-----------------------------------
Donald M. Sullivan
Director
By * Dated: April 15, 1997
-----------------------------------
Warde F. Wheaton
Director
By * Dated: April 15, 1997
-----------------------------------
John D. Wunsch
Director
*By /s/ Robert E. Switz
-----------------------------------
Robert E. Switz
As Attorney-In-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
4.1 Restated Articles of Incorporation of the Company, as
amended to date ........................................
4.2 Restated Bylaws of the Company, as amended to date .....
5.1 Opinion of Dorsey & Whitney LLP ........................
23.1 Consent of Arthur Andersen LLP .........................
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney ......................................
<PAGE>
Exhibit 4.1
- -----------
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
The undersigned, duly elected Vice President, Corporate Secretary and
General Counsel of ADC Telecommunication, Inc., a Minnesota corporation (the
"Company"), hereby certifies that the following Restated Articles of
Incorporation of ADC Telecommunications, Inc. were authorized by a resolution
approved by the Board of Directors of the Company on April 1, 1997 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 12501 Whitewater Drive, Minnetonka, Minnesota 55343.
3. 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.
(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
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shares of any such series of Preferred Stock are issued, the Board of
Directors shall fix and determine, and is hereby expressly empowered to
fix and determine, by resolution or resolutions, the designations, powers,
preferences and relative, participating, optional and other special
rights, and the qualifications, limitations and restrictions thereof, of
the shares of such series, including, without limiting the generality of
the foregoing, any of the following provisions with respect to which the
Board of Directors shall determine to make affirmative provision:
(i) The designation and name of such series and the number of
shares that shall constitute such series;
(ii) The annual dividend rate or rates payable on shares of such
series, the date or dates from which such dividends shall commence to
accrue and the dividend payment dates for such dividends;
(iii) Whether dividends on such series are to be cumulative
or noncumulative, and the participating or other special rights, if
any, with respect to the payment of dividends;
(iv) Whether such series shall be subject to redemption and, if
so, the manner of redemption, the redemption price or prices and the
terms and conditions on which shares of such series may be redeemed;
(v) Whether such series shall have a sinking fund or other
retirement provisions for the redemption or purchase of shares of
such series and, if so, the terms and amount of such sinking fund and
other retirement provisions and the extent to which the charges
therefor are to have priority over the payment of dividends on, or
the making of sinking fund or other like retirement provisions for,
shares of any other series or over dividends on the Common Stock;
(vi) The amounts payable on shares of such series on voluntary
or involuntary dissolution, liquidation or winding up of the affairs
of the corporation and the extent to which such payment shall have
priority over the payment of any amount on voluntary or involuntary
dissolution, liquidation or winding up of the affairs of 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;
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(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.
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
3
<PAGE>
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)
4
<PAGE>
of the corporation or of a Subsidiary (except pursuant to a pro
rata distribution to all holders of common stock of the corporation);
(vi) any recapitalization or reclassification that would have
the effect of increasing the voting power of a Related Person; and
(vii) any agreement, contract or other arrangement providing
for any of the transactions described in this definition of Business
Combination.
(b) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with
its "Affiliates" and "Associates" (as defined on January 16, 1984 by Rule
12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as
defined on January 16, 1984 by Rule 13d-3 under the Securities Exchange
Act of 1934) in the aggregate 15 percent or more of the outstanding Voting
Stock of the corporation, and any Affiliate or Associate (other than the
corporation, or a wholly-owned subsidiary of the corporation) of any such
individual, corporation, partnership or other person or entity.
(c) The term "Substantial Part" shall mean more than 30 percent of the
fair market value of the total assets of the corporation in question, as
of the end of its most recent fiscal year ending prior to the time the
determination is being made.
(d) Without limitation, any shares of common stock of the corporation
that any Related Person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, shall be deemed beneficially owned by the Related Person.
(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
<PAGE>
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.
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
6
<PAGE>
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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<PAGE>
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 as of the
10th day of April, 1997.
By: /s/ David F. Fisher
-------------------------------
David F. Fisher
Vice President, Corporate Secretary
and General Counsel
8
<PAGE>
Exhibit 4.2
- -----------
RESTATED BYLAWS
OF
ADC TELECOMMUNICATIONS, INC.
April 1, 1997
ARTICLE I.
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment or restatement of the Articles of
Incorporation or resolution of the directors filing with the Secretary of State
of Minnesota changing the registered office.
Section 1.02. Other Offices. The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.
Section 1.03. Corporate Seal. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the corporation and the word
"Minnesota" and the words "Corporate Seal."
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise
by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at
any place, within or without the State of Minnesota, as may from time to time
be designated by the directors and, in the absence of such designation, shall
be held at the registered office of the corporation in the State of Minnesota.
The directors shall designate the time of day of each meeting and, in the
absence of such designation, every meeting of shareholders shall be held at ten
o'clock a.m.
Section 2.02. Regular Meetings.
(a) A regular meeting of the shareholders shall be held on such date
as the Board of Directors shall by resolution establish.
(b) At a regular meeting the shareholders, voting as provided in the
Articles of Incorporation and these Bylaws, shall designate the number of
directors to constitute the Board of Directors (subject to the authority of the
Board of Directors thereafter to increase or decrease the number of directors
as permitted by law), shall elect qualified successors for directors who serve
for an indefinite term or whose terms have expired or are due to expire within
six months after the date of the meeting and shall transact such other business
as may properly come before them.
Section 2.03. Special Meetings. Special meetings of the shareholders
may be held at any time and for any proper purpose and may be called by the
Chairman of the Board of Directors, the President, the Treasurer, any two
directors or a shareholder or shareholders holding 10% or more of the voting
power of all shares entitled to vote, except that a special meeting called by a
shareholder or shareholders for the purpose of considering any action to
directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board of
Directors for that purpose, must be called by a shareholder or shareholders
holding 25% or more of the voting power of all shares entitled to vote. A
shareholder or shareholders holding the requisite percentage of the voting
power may demand a special meeting of the shareholders by written notice given
to the chief executive officer or chief financial officer of the corporation
stating the purposes of the meeting. Within 30 days after receipt of such a
demand
1
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by one of those officers, the Board of Directors shall cause a special meeting
of shareholders to be called and held on notice no later than 90 days after
receipt of the demand, at the expense of the corporation. Special meetings
shall be held on the date and at the time and place fixed by the Chairman of
the Board of Directors, the President, the Treasurer, or the Board of
Directors, except that a special meeting called by or at demand of a
shareholder or shareholders shall be held in the county where the principal
executive office is located. The business transacted at a special meeting
shall be limited to the purposes stated in the notice of the meeting.
Section 2.04. Quorum, Adjourned Meetings. The holders of a majority of
the shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, those present may adjourn the meeting to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment and the
date and time at which such meeting shall be reconvened shall be mailed to each
shareholder entitled to vote at least 5 days before such adjourned meeting. If
a quorum is present, a meeting may be adjourned from time to time without
notice other than announcement at the meeting. At adjourned meetings at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. If a quorum is present, the
shareholders may continue to transact business until adjournment notwith
standing the withdrawal of enough shareholders to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation or statute
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder's name on the books of the corporation. Jointly
owned shares may be voted by any joint owner unless the corporation receives
written notice from any one of them denying the authority of that person to
vote those shares. Upon demand of any shareholder, the vote upon any question
before the meeting shall be by ballot. All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the
Articles of Incorporation, or these Bylaws.
Section 2.06. Closing of Books. The Board of Directors may fix a time,
not exceeding 60 days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during
the whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the 20th day
preceding the date of such meeting.
Section 2.07. Notice of Meetings. (a) Except as provided in Section
2.07(b) there shall be mailed to each shareholder, shown by the books of the
corporation to be a holder of record of voting shares, at his or her address as
shown by the books of the corporation, a notice setting out the time and place
of each regular meeting and each special meeting, which notice shall be mailed
at least ten days but not more than 60 days prior thereto; except that notice
of a meeting at which an agreement of merger or exchange is to be considered
shall be mailed to all shareholders of record, whether entitled to vote or not,
at least fourteen days prior thereto. Every notice of any special meeting
called pursuant to Section 2.03 hereof shall state the purpose or purposes for
which the meeting has been called, and the business transacted at all special
meetings shall be confined to the purpose stated in the notice.
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(b) The written notice required by Section 2.07(a) need not be given
when the meeting is an adjourned meeting and the date, time and place of the
meeting were announced at the time of adjournment.
Section 2.08. Waiver of Notice. Notice of any regular or special
meeting may be waived by any shareholder either before, at or after such
meeting orally or in a writing signed by such shareholder or a representative
entitled to vote the shares of such shareholder. A shareholder, by his or her
attendance at any meeting of shareholders, shall be deemed to have waived
notice of such meeting, except where the shareholder objects at the beginning
of the meeting to the transaction of business because the item may not lawfully
be considered at that meeting and does not participate in the consideration of
the item at that meeting.
Section 2.09. Written Action. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action.
ARTICLE III.
DIRECTORS
Section 3.01. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors, except as otherwise permitted by statute.
Section 3.02. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
Section 3.03. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the Chairman of the Board by giving at least twenty-
four hours' notice, or by any other director by giving at least five days'
notice, of the date, time and place thereof, to each director by mail,
telephone, telegram or in person.
Section 3.04. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such
meeting orally or in a writing signed by such director. A director, by his or
her attendance at any meeting of the Board of Directors, shall be deemed to
have waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.
Section 3.05. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.
Section 3.06. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purpose of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect
as the proposal to which the director has consented or objected.
Section 3.07. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly
constituted committee thereof, by any means of
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communication through which the directors may simultaneously hear each other
during such meeting. For the purposes of establishing a quorum and taking any
action at the meeting, such directors participating pursuant to this Section
3.07 shall be deemed present in person at the meeting, and the place of the
meeting shall be the place of origination of the conference communication.
Section 3.08. Vacancies; Newly Created Directorships. 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 of the Board although less than a
quorum; 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 two-thirds vote of the directors serving at the time of such
increase; and each director elected pursuant to this Section 3.08 shall be a
director until such director's successor is elected by the shareholders at
their next regular or special meeting.
Section 3.09 Committees. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the Board of Directors in the management of the business of the
corporation to the extent provided in the resolution. A committee shall consist
of one or more persons, who need not be directors, appointed by affirmative
vote of the majority of the directors present. Each committee (except any
committee established pursuant to Minnesota Statutes Section 302A.243) shall be
subject to the direction and control of, and vacancies in the membership
thereof shall be filled by, the Board of Directors. A majority of the members
of the committee present at a meeting is a quorum for the transaction of
business, unless a larger or smaller proportion or number is provided in the
resolution approved by the affirmative vote of the majority of the Board of
Directors.
Section 3.10. Written Action. Any action which might be taken at a
meeting of the Board of Directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by all of the
directors or committee members, unless the Articles of Incorporation provide
otherwise and the action need not be approved by the shareholders.
Section 3.11. Compensation. Directors who are not salaried officers of
this corporation shall receive such fixed sum per meeting attended or such
fixed annual sum as shall be determined, from time to time, by resolution of
the Board of Directors. The Board of Directors may, by resolution provide that
all directors shall receive their expenses, if any, of attendance at meetings
of the Board of Directors or any committee thereof. Nothing herein contained
shall be construed to preclude any director from serving this corporation in
any other capacity and receiving proper compensation therefor.
ARTICLE IV.
OFFICERS
Section 4.01. Number. The officers of the corporation shall consist of
a Chairman of the Board (if one is elected by the Board), a President, a
Treasurer, a Secretary (if one is elected by the Board), and such other
officers and agents as may, from time to time, be elected or appointed by the
Board of Directors. Any number of offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualifications. The Board of
Directors shall elect or appoint, by resolution approved by the affirmative
vote of a majority of the directors present, from within and without their
number, the President, Treasurer and such other officers as may be deemed
advisable, each of whom shall have the powers, rights, duties,
responsibilities, and terms in office provided for in these Bylaws or a
resolution of the Board of Directors not
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inconsistent therewith. The President and all other officers who may be
directors shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their
directorships.
Section 4.03. Removal and Vacancies. Any officer may be removed from
his or her office by the Board of Directors at any time, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy may be filled for
the unexpired term by the Board of Directors.
Section 4.04. Chief Executive Officer. Either the Chairman of the
Board or the President of the corporation may be designated from time to time
by the Board to be the Chief Executive Officer of the corporation. Unless
provided otherwise by a resolution adopted by the Board of Directors, the Chief
Executive Officer (a) shall have general active management of the business of
the corporation; (b) shall, when present, preside at all meetings of the
shareholders; (c) shall see that all orders and resolutions of the Board are
carried into effect; (d) shall sign and deliver in the name of the corporation
any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation except in cases in which the authority to sign and
deliver is required by law to be exercised by another person or is expressly
delegated by these Bylaws or the Board to some other officer or agent of the
corporation; (e) may maintain records of and certify proceedings of the Board
and shareholders; and (f) shall perform such other duties as may from time to
time be assigned to him or her by the Board.
Section 4.05. Chief Operating Officer. The Chief Operating Officer, if
one is elected by the Board, can be either the President or a Vice President.
He or she shall be responsible for the management of all of the operations of
the corporation's business and shall have such other authority and duties as
the Board of Directors or the Chief Executive officer from time to time may
prescribe. He or she shall report to the Chief Executive Officer and be
responsible to him or her. He or she may also execute and deliver in the name
of the corporation any instruments or documents pertaining to the business of
the corporation which could be executed by the Chief Executive Officer.
Section 4.06. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the corporation; (b) shall render to
the Chief Executive Officer and the Board of Directors, whenever requested, an
account of all of his or her transactions as Chief Financial Officer and of the
financial condition of the corporation; and (c) shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer
from time to time.
Section 4.07. Chairman of the Board. Unless otherwise determined by
the Board, the Chairman of the Board shall be the Chief Executive Officer of
the corporation and shall preside at all meetings of the directors and shall
have such other duties, as may be prescribed, from time to time, by the Board
of Directors.
Section 4.08. President. Unless otherwise determined by the Board, the
President shall be the Chief Operating Officer of the corporation and shall
supervise and control the operations of the corporation. If an officer other
than the President is designated Chief Operating Officer, the President shall
perform such duties as may from time to time be assigned to him or her by the
Board.
Section 4.09. Vice President. The Board of Directors may designate one
or more Vice Presidents, who shall have such designations and powers and shall
perform such duties as
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prescribed by the Board of Directors or by the President. In the event of the
absence or disability of the President, the Vice Presidents shall succeed to
his or her power and duties in the order designated by the Board of Directors.
Section 4.10. Secretary. The Secretary shall be secretary of and shall
attend all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the corporation. Except
as otherwise required or permitted by statute or by these Bylaws, the Secretary
shall give notice of meetings of shareholders and directors. The Secretary
shall perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President.
Section 4.11. Treasurer. The Treasurer shall (a) deposit all monies,
drafts and checks in the name of, and to the credit of, the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time; (b) shall endorse for deposit all notes, checks and drafts received by
the corporation as ordered by the Board, making proper vouchers therefor; (c)
shall distribute corporate funds and issue checks and drafts in the name of the
corporation as ordered by the Board and shall perform such duties as may from
time to time be assigned to him or her by the Board.
Section 4.12. Removal and Vacancies. Any officer may be removed from
his or her office by the Board of Directors at any time, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4.13. Compensation. The officers of this corporation shall
receive such compensation for their services as may be determined by or in
accordance with resolutions of the Board of Directors.
ARTICLE V.
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. All shares of the corporation
shall be certificated shares. Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the corporation owned by
such shareholder. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
corporation, by the President and by the Secretary or an Assistant Secretary or
by such officers as the Board of Directors may designate. If the certificate is
signed by a transfer agent or registrar, such signatures of the corporate
officers may be by facsimile if authorized by the Board of Directors. Every
certificate surrendered to the corporation for exchanges or transfer shall be
cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 5.04.
Section 5.02. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the corporation up to the full amount
authorized by the Articles of Incorporation in such amounts as may be
determined by the Board of Directors and as may be permitted by law. No shares
shall be allotted except in consideration of cash or other property, tangible
or intangible, received or to be received by the corporation under a written
agreement, of services rendered or to be rendered to the corporation under a
written agreement, or of an amount transferred from surplus to stated capital
upon a share dividend. At the time of such allotment of shares, the Board of
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Directors making such allotments shall state, by resolution, their
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are allotted.
Section 5.03. Transfer of Shares. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares. The corporation may treat as the absolute owner
of shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.
Section 5.04. Loss of Certificates. Except as otherwise provided by
Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen or destroyed shall make an affidavit of that fact in
such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the corporation a bond of indemnity in form, in an
amount, and with one or more sureties satisfactory to the Board of Directors,
to indemnify the corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged
to have been lost, stolen or destroyed.
ARTICLE VI.
DIVIDENDS, RECORD DATE
Section 6.01. Dividends. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of law, the Board of Directors may declare
dividends whenever, and in such amounts as, in its opinion, are deemed
advisable.
Section 6.02. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the corporation after the record date. The
Board of Directors may close the books of the corporation against the transfer
of shares during the whole or any part of such period.
ARTICLE VII.
BOOKS AND RECORDS, FISCAL YEAR
Section 7.0l. Share Register. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place
or places within the United States determined by the Board:
(1) a share register not more than one year old, containing the
names and addresses of the shareholders and the number and
classes of shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Books and Records. The Board of Directors shall
cause to be kept at its principal executive office, or if its principal
executive office is not in Minnesota, shall make available at its registered
office within ten days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by
Minnesota Statutes Section 302A.461, originals or copies of:
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(1) records of all proceedings of shareholders for the last three
years;
(2) records of all proceedings of the board for the last three
years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes Section
302A.463 and the financial statements for the most recent
interim period prepared in the course of the operation of the
corporation for distribution to the shareholders or to a
governmental agency as a matter of public record;
(6) reports made to shareholders generally within the last three
years;
(7) a statement of the names and usual business addresses of its
directors and principal officers;
(8) any shareholder voting or control agreements of which the
corporation is aware; and
(9) such other records and books of account as shall be necessary
and appropriate to the conduct of the corporate business.
Section 7.03. Audit. The Board of Directors shall cause the records and
books of account of the corporation to be audited at least once in each fiscal
year and at such other times as it may deem necessary or appropriate.
Section 7.04. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
ARTICLE VIII.
LOANS, GUARANTEES, SURETYSHIP
Section 8.01. The corporation may lend money to, guarantee an
obligation of or become a surety for, or otherwise financially assist a person
if the transaction, or a class of transactions to which the transaction
belongs, is approved by the affirmative vote of a majority of the directors
present and:
(1) is in the usual and regular course of business of the
corporation;
(2) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest,
an organization with which the corporation has a business
relationship, or an organization to which the corporation has
the power to make donations;
(3) is with, or for the benefit of, an officer or other employee of
the corporation or a subsidiary, including an officer or
employee who is a director of the corporation or a subsidiary,
and may reasonably be expected in the judgment of the board, to
benefit the corporation; or
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(4) has been approved by the affirmative vote of the holders of two-
thirds of the outstanding shares.
The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of
or other security interest in shares of the corporation. Nothing in this
section shall be deemed to deny, limit, or restrict the powers of guaranty or
warranty of the corporation at common law or under a statute of the State of
Minnesota.
ARTICLE IX.
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota Statutes Section 302A.521, as now enacted or
hereafter amended.
ARTICLE X.
AMENDMENTS
Section 10.01. These Bylaws may be amended or altered by a vote of the
majority of the whole Board of Directors at any meeting provided that notice of
such proposed amendment shall have been given in the notice given to the
directors of such meeting. Such authority in the Board of Directors is subject
to the power of the shareholders to change or repeal such Bylaws by a majority
vote of the shareholders present or represented at any regular or special
meeting of shareholders called for such purpose, and the Board of Directors
shall not make or alter any Bylaws fixing a quorum for meetings of
shareholders, prescribing procedures or removing directors or filling vacancies
in the Board of Directors, or fixing the number of directors or their
classifications, qualifications, or terms of office, except that the Board of
Directors may adopt or amend any Bylaw to increase their number.
ARTICLE XI.
SECURITIES OF OTHER CORPORATIONS
Section 11.01. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full
power and authority on behalf of the corporation (a) to attend any meeting of
security holders of other corporations in which the corporation may hold
securities and to vote such securities on behalf of this corporation; (b) to
execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation. At such meeting, the President shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities that the corporation possesses. The Board of Directors may, from
time to time, grant such power and authority to one or more other persons and
may remove such power and authority from the President to the extent granted to
such other person or persons.
Section 11.02. Purchase and Sale of Securities. Unless otherwise
ordered by the Board of Directors, the President shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors may, from time
to time, confer like powers upon any person or persons.
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Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
April 15, 1997
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as outside counsel to ADC Telecommunications, Inc., a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the sale of up to 925,508 shares of common stock of the
Company, par value $.20 per share ("Common Stock"), of which all such shares
will be sold from time to time by the Selling Shareholders named in the
Registration Statement, on the Nasdaq National Market or otherwise, directly or
through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and, with respect to
all parties to agreements or instruments relevant hereto other than the
Company, that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and
that such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
<PAGE>
ADC Telecommunications, Inc.
April 15, 1997
Page 2
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Shareholders pursuant to the
Registration Statement have been duly authorized by all requisite corporate
action and, are validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
RAR
<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 November 26,
1996, included in ADC Telecommunications, Inc.'s Annual Report on Form 10-K for
the year ended October 31, 1996, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 14, 1997
<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, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
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 Apex Group, Inc., and any and all amendments thereto,
including post-effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and with such state securities commissions and other
agencies as necessary, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this 1st day
of April 1997, 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/ Irene M. Qualters
- ------------------------------- -------------------------------
Charles W. Oswald Irene M. Qualters
/s/ Alan E. Ross /s/ Jean-Pierre Rosso
- ------------------------------- -------------------------------
Alan E. Ross Jean-Pierre Rosso
/s/ Donald M. Sullivan /s/ Warde F. Wheaton
- ------------------------------- -------------------------------
Donald M. Sullivan Warde F. Wheaton
/s/ John D. Wunsch
- -------------------------------
John D. Wunsch
