<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 333-
===============================================================================
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)
OPTION CONVERSION AGREEMENT
(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)
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
===============================================================================
Title of securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate offering registration
registered registered per share (1) price (1) fee (1)
- -------------------------------------------------------------------------------
Common Stock 18,510 $1.49 $27,580 $8.36
($.20 par value)
===============================================================================
(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. (the "ADC or
the "Company") which have been filed with the Securities and Exchange
Commission are 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; and
(c) the description of ADC's Common Stock and Common Stock Purchase
Rights contained in any Registration Statement of the Company filed under
the Exchange Act and any amendment or report filed for the purpose of
updating 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 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.
II-1
<PAGE>
ADC also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Incorporation of 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 Power of Attorney.
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change 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;
II-2
<PAGE>
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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<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 April 16, 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 16, 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 16, 1997
--------------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
(principal financial officer)
By /s/ Charles T. Roehrick Dated: April 16, 1997
--------------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: April 16, 1997
--------------------------------------
James C. Castle, Ph.D.
Director
By * Dated: April 16, 1997
--------------------------------------
Thomas E. Holloran
Director
By * Dated: April 16, 1997
--------------------------------------
B. Kristine Johnson
Director
II-4
<PAGE>
By * Dated: April 16, 1997
--------------------------------------
Charles W. Oswald
Director
By * Dated: April 16, 1997
--------------------------------------
Irene M. Qualters
Director
By * Dated: April 16, 1997
--------------------------------------
Alan E. Ross
Director
By * Dated: April 16, 1997
--------------------------------------
Jean-Pierre Rosso
Director
By * Dated: April 16, 1997
--------------------------------------
Donald M. Sullivan
Director
By * Dated: April 16, 1997
--------------------------------------
Warde F. Wheaton
Director
By * Dated: April 16, 1997
--------------------------------------
John D. Wunsch
Director
*By /s/ Robert E. Switz
--------------------------------------
Robert E. Switz
As Attorney-In-Fact
II-5
<PAGE>
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 .........................................
<PAGE>
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
April 15, 1997
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minneapolis, Minnesota 55343
Re: Registration Statement on Form S-8
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 18,510
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 Option
Conversion Agreement, between the Company and Arthur J. Perrier, dated March
24, 1997 (the "Agreement").
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 opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and
that such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
<PAGE>
ADC Telecommunications, Inc.
April 15, 1997
Page 2
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 Agreement 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
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
