<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
1997 NEWNET STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
David F. Fisher, Esq. Copy to:
Vice President, General Robert A. Rosenbaum, Esq.
Counsel and Corporate Secretary Dorsey & Whitney LLP
ADC Telecommunications, Inc. Pillsbury Center South
12501 Whitewater Drive 220 South Sixth Street
Minnetonka, Minnesota 55343 Minneapolis, Minnesota 55402
(Name and address, including zip code,
of agent for service)
(612) 946-3042
(Telephone number, including area code, of agent for service)
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price(1) fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.20 par value 270,000 $7.89 $2,130,300 $645.55
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</TABLE>
(1) This Registration Statement covers the maximum number of shares of the
Registrant's Common Stock issuable pursuant to an employee stock option
plan. The price per share and aggregate offering price amounts have been
determined in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Act"), based upon the per share price at which the options
may be exercised.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of ADC Telecommunications, Inc. ("ADC" or the
"Company") which have been filed with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended October
31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997;
(d) the Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 1997; and
(e) the description of ADC's Common Stock and Common Stock Purchase Rights
contained in any Registration Statement of the Company filed under the
Securities Exchange Act of 1934 (the "Exchange Act") and any amendment
or report filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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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, independent public
accountants.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(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,
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<PAGE>
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change in the information set forth in the
Registration Statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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 Act
may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<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-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 October 10, 1997.
ADC TELECOMMUNICATIONS, INC.
By /s/Robert E. Switz
----------------------------
Robert E. Switz
Vice President and
Chief Financial 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: October 10, 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: October 10, 1997
--------------------------------------
Robert E. Switz
Senior Vice President, Chief Financial Officer
(principal financial officer)
By /s/Charles T. Roehrick Dated: October 10, 1997
--------------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: October 10, 1997
--------------------------------------
James C. Castle, Ph.D.
Director
By * Dated: October 10, 1997
--------------------------------------
Thomas E. Holloran
Director
By * Dated: October 10, 1997
--------------------------------------
B. Kristine Johnson
Director
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<PAGE>
By * Dated: October 10, 1997
--------------------------------------
Charles W. Oswald
Director
By * Dated: October 10, 1997
--------------------------------------
Irene M. Qualters
Director
By * Dated: October 10, 1997
--------------------------------------
Alan E. Ross
Director
By * Dated: October 10, 1997
--------------------------------------
Jean-Pierre Rosso
Director
By * Dated: October 10, 1997
--------------------------------------
Donald M. Sullivan
Director
By * Dated: October 10, 1997
--------------------------------------
Warde F. Wheaton
Director
By * Dated: October 10, 1997
--------------------------------------
John D. Wunsch
Director
*By /s/Robert E. Switz
--------------------------------------
Robert E. Switz
As Attorney-In-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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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, independent public
accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
October 10, 1997
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minneapolis, 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 270,000 shares of Common
Stock, par value $.20 per share (the "Shares") of ADC Telecommunications, Inc.,
a Minnesota corporation (the "Company"), initially issuable upon the exercise of
stock options granted pursuant to the ADC Telecommunications, Inc. 1997 NewNet
Stock Option 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.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan and its associated stock option agreements
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in this Registration Statement of our report dated November 26, 1996,
included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October
31, 1996, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 8, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints 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 and in his 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 270,000
shares of the Company's Common Stock issuable under the Company's 1997 NewNet
Stock Option 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 any
necessary state securities commissions or other agencies, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for such attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof.
Signature Date
--------- ----
By /s/William J. Cadogan Dated: October 10, 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: October 10, 1997
----------------------------------
Robert E. Switz
Senior Vice President and Chief
Financial Officer
(principal financial officer)
By /s/Charles T. Roehrick Dated: October 10, 1997
----------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By /s/James C. Castle, Ph.D. Dated: October 10, 1997
----------------------------------
James C. Castle, Ph.D.
Director
By /s/Thomas E. Holloran Dated: October 10,1997
----------------------------------
Thomas E. Holloran
Director
By /s/B. Kristine Johnson Dated: October 10, 1997
----------------------------------
B. Kristine Johnson
Director
<PAGE>
Signature Date
--------- ----
By /s/Charles W. Oswald Dated: October 10, 1997
----------------------------------
Charles W. Oswald
Director
By /s/Irene M. Qualters Dated: October 10, 1997
----------------------------------
Irene M. Qualters
Director
By /s/Alan E. Ross Dated: October 10, 1997
----------------------------------
Alan E. Ross
Director
By /s/Jean-Pierre Rosso Dated: October 10, 1997
----------------------------------
Jean-Pierre Rosso
Director
By /s/Donald M. Sullivan Dated: October 10, 1997
----------------------------------
Donald M. Sullivan
Director
By /s/Warde F. Wheaton Dated: October 10, 1997
----------------------------------
Warde F. Wheaton
Director
By /s/John D. Wunsch Dated: October 10, 1997
----------------------------------
John D. Wunsch
Director
