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As filed with the Securities and Exchange Commission on April 21, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0743912
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
ADC TELECOMMUNICATIONS, INC.
1991 STOCK INCENTIVE PLAN
(Full title of the plan)
Copies to:
David F. Fisher, Esq. Robert A. Rosenbaum, Esq.
Vice President, General Dorsey & Whitney LLP
Counsel and 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, and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Title of maximum maximum of
securities Amount to offering price aggregate offering registration
to be registered be registered per share (1) price (1) fee
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Common Stock 5,987,300 $24 $143,695,200 $43,544
($.20 par value)
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(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), based upon the average of the high and low prices
of the Common Stock on April 18, 1997, as reported on the Nasdaq National
Market.
Pursuant to General Instruction E of Form S-8, this Registration Statement
relates to the registration of additional shares of Common Stock, $.20 par
value ("Common Stock"), of the Registrant under the Registrant's 1991 Stock
Incentive Plan, a stock-based employee benefit plan for which the Registrant
registered 698,298 shares, 1,345,204 shares and 2,729,734 shares, respectively,
of Common Stock under Registration Statements filed with the Securities and
Exchange Commission on May 3, 1991 (File No. 33-40356), March 11, 1994 (File
No. 33-52635) and April 4, 1995 (File No. 33-58409), respectively, the contents
of each of which (including any post-effective amendments thereto) are hereby
incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by ADC
Telecommunications, Inc. (the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement, as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
October 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since October 31, 1996.
(c) The description of the Company's Common Stock contained in any
Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All other reports and any definitive proxy or information statements
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing of
such documents.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Incorporation of the Company, as amended
to date (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3, dated April 15,
1997).
4.2 Restated Bylaws of the Company, as amended to date (incorporated
by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-3, dated April 15, 1997).
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 9. UNDERTAKINGS
A. Post-Effective Amendments
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(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.
B. Subsequent Documents Incorporated by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota, on April 21, 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 21, 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 21, 1997
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Robert E. Switz
Vice President, Chief Financial Officer
(principal financial officer)
By /s/ Charles T. Roehrick Dated: April 21, 1997
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Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: April 21, 1997
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James C. Castle, Ph.D.
Director
By * Dated: April 21, 1997
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Thomas E. Holloran
Director
By * Dated: April 21, 1997
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B. Kristine Johnson
Director
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By * Dated: April 21, 1997
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Charles W. Oswald
Director
By * Dated: April 21, 1997
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Irene M. Qualters
Director
By * Dated: April 21, 1997
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Alan E. Ross
Director
By * Dated: April 21, 1997
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Jean-Pierre Rosso
Director
By * Dated: April 21, 1997
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Donald M. Sullivan
Director
By * Dated: April 21, 1997
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Warde F. Wheaton
Director
By * Dated: April 21, 1997
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John D. Wunsch
Director
*By /s/ Robert E. Switz
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Robert E. Switz
As Attorney-In-Fact
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EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
4.1 Restated Articles of Incorporation of the Company,
as amended to date (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement
on Form S-3, dated April 15, 1997)
4.2 Restated Bylaws of the Company, as amended to date
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-3, dated
April 15, 1997).
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 ......................................
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Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
April 21, 1997
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of registering 5,987,300
shares (the "Shares") of Common Stock, par value $.20 per share, of ADC
Telecommunications, Inc. (the "Company"), which may be issued pursuant to the
Company's 1991 Stock Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of this
opinion. As to questions of fact material to our opinions, we have relied upon
certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that, assuming that the
purchase price for the Shares is at least equal to the par value of the Shares,
the Shares that will be originally issued to the Plan participants pursuant to
the terms of the Plan, when issued and paid for in accordance with the Plan,
will be duly authorized, 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.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
RAR
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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 21, 1997
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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 a Registration Statement on Form S-8 of ADC
Telecommunications, Inc. (the "Company") relating to the registration of
5,987,300 shares of the Company's Common Stock issuable under the Company's
1991 Stock Incentive Plan, 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
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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
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Thomas E. Holloran B. Kristine Johnson
/s/ Charles W. Oswald /s/ Irene M. Qualters
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Charles W. Oswald Irene M. Qualters
/s/ Alan E. Ross /s/ Jean-Pierre Rosso
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Alan E. Ross Jean-Pierre Rosso
/s/ Donald M. Sullivan /s/ Warde F. Wheaton
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Donald M. Sullivan Warde F. Wheaton
/s/ John D. Wunsch
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John D. Wunsch
