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As filed with the Securities and Exchange Commission on July 24, 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 of incorporation or organization) (I.R.S Employer Identification No.)
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(612) 938-8080
<S><C>
(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)
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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) 100,000 $40.1875 $4,018,750 $1,218.00
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* Estimated solely for purposes of computing the registration fee and based upon the average of the high and low sales prices for
such Common Stock on July 22, 1997, as reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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Subject to Completion, dated July 24, 1997
PROSPECTUS
ADC TELECOMMUNICATIONS, INC.
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100,000 SHARES
OF
COMMON STOCK
($.20 PAR VALUE)
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This Prospectus relates to an aggregate of 100,000 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"), to
be issued from time to time upon exercise of options (the "Options") initially
granted under the ADC Telecommunications, Inc. 1991 Stock Incentive Plan (the
"1991 Plan") and the ADC Telecommunications, Inc. Nonemployee Director Stock
Option Plan (the "Directors' Plan" and, together with the 1991 Plan, the
"Plans") and thereafter transferred to third parties who are not officers,
employees, directors or consultants of the Company ("Unaffiliated Transferees")
pursuant to the terms of the Plans prior to such exercise. The Company will
receive the proceeds from the exercise of the Options. The Company has agreed
to pay the expenses of registration of the Shares, including certain legal and
accounting fees.
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FOR INFORMATION CONCERNING CERTAIN RISKS RELATED TO THE PURCHASE OF THE SHARES,
SEE "RISK FACTORS" BEGINNING ON PAGE 3 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.
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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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 reigstration or qualification under the securities laws of
any such State.
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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;
(c) the Quarterly Report on Form 10-Q for the quarter ended April 30,
1997; and
(d) 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., 4900 West 78th Street, Minneapolis,
Minnesota 55435, telephone number (612)938-8080.
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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, and any
statements regarding the sufficiency of ADC's cash balances and cash generated
from operating and financing activities for ADC's future liquidity and capital
resource needs. 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, the Unaffiliated Transferees 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
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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 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
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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.
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
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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 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.
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USE OF PROCEEDS
The proceeds received by the Company from the Unaffiliated Transferees upon
the exercise of the Options shall be used for general corporate purposes. The
Company will not receive any proceeds from the sale of the Shares by the
Unaffiliated Transferees.
PLAN OF DISTRIBUTION
The Company will be issuing the Shares to the Unaffiliated Transferees upon
exercise of the Options in accordance with the terms of the Plans. The Company
has agreed to pay the expenses of registration of the Shares, including legal
and accounting fees. The Shares are not being offered through underwriters,
brokers or dealers, and no discounts or commissions will be paid by the Company
to any underwriter, broker or dealer in connection with the sale of the
Shares to the Unaffiliated Transferees.
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 incorporated herein by reference in reliance
upon the authority of such firm as experts in accounting and auditing.
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 Unaffiliated
Transferees 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ADC Telecommunications, Inc.. . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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100,000 Shares
ADC
TELECOMMUNICATIONS, INC.
Common Stock
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PROSPECTUS
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____________, 1997
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee. . . . . . . . . . . . $1,218.00
Accounting Fees and Expenses. . . . . . . . 2,500.00
Legal Fees and Expenses . . . . . . . . . . 6,000.00
Miscellaneous . . . . . . . . . . . . . . 282.00
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Total . . . . . . . . . . . . . . . . $10,000.00
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
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 Exhibit5 to this
Registration Statement).
24.1 Power of Attorney.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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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 or Form F-3, 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 Section 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 July 24, 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: July 24, 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: July 24, 1997
-----------------------------------
Robert E. Switz
Vice President, Chief
Financial Officer
(principal financial officer)
By /s/Charles T. Roehrick Dated: July 24, 1997
-----------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)
By * Dated: July 24, 1997
-----------------------------------
James C. Castle, Ph.D.
Director
By Dated:
-----------------------------------
Thomas E. Holloran
Director
By * Dated: July 24, 1997
-----------------------------------
B. Kristine Johnson
Director
By * Dated: July 24, 1997
-----------------------------------
Charles W. Oswald
Director
II-3
<PAGE>
By * Dated: July 24, 1997
------------------------------
Irene M. Qualters
Director
By Dated:
------------------------------
Alan E. Ross
Director
By * Dated: July 24, 1997
------------------------------
Jean-Pierre Rosso
Director
By * Dated: July 24, 1997
------------------------------
Donald M. Sullivan
Director
By * Dated: July 24, 1997
------------------------------
Warde F. Wheaton
Director
By * Dated: July 24, 1997
------------------------------
John D. Wunsch
Director
*By /s/Robert E. Switz
------------------------------
Robert E. Switz
As Attorney-In-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
----------- ----
NO.
- ------
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) . . . .
24.1 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
July 24, 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 an aggregate of 100,000 shares of common stock of the
Company, par value $.20 per share ("Common Stock"), to be issued
from time to time upon exercise of options initially granted under
the ADC Telecommunications, Inc. 1991 Stock Incentive Plan (the
"1991 Plan") and the ADC Telecommunications, Inc. Nonemployee
Director Stock Option Plan (the "Directors' Plan") and thereafter
transferred to third parties who are not officers, employees,
directors or consultants of the Company ("Unaffiliated
Transferees").
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.
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be issued to the Unaffiliated Transferees pursuant to the
Registration Statement have been duly authorized by all requisite corporate
action and upon issuance, delivery and payment therefor in accordance with
the terms of the Plan under which such Shares are issued, 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, 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
<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 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
July 24, 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, with full power to each to act without the other, his true and
lawful attorney-in-fact and agent with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 of ADC Telecommunications, Inc. (the
"Company") relating to an aggregate of 100,000 shares of Company Common Stock
that may be issued from time to time to certain option holders, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this
24th day of July, 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/ B. Kristine Johnson
- -------------------------- ----------------------------
Thomas E. Holloran B. Kristine Johnson
/s/ Charles W. Oswald /s/ Irene M. Qualters
- -------------------------- ----------------------------
Charles W. Oswald Irene M. Qualters
/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
