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As filed with the Securities and Exchange Commission on October 27, 1998
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
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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/TELEDATA KEY EMPLOYEE STOCK OPTION PLAN (1998)
ADC/TELEDATA KEY EMPLOYEE STOCK OPTION PLAN (1994-1997)
ADC/TELEDATA DIRECTOR SHARE INCENTIVE PLAN (1992)
(Full title of the plans)
Copies to:
David F. Fisher, Esq. Robert A. Rosenbaum, Esq.
Vice President, General Counsel Dorsey & Whitney LLP
and Corporate Secretary Pillsbury Center South
ADC Telecommunications, Inc. 220 South Sixth Street
12501 Whitewater Drive Minneapolis, MN 55402
Minnetonka, MN 55343 (612) 340-5681
(612) 938-8080
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Amount Proposed maximum Proposed maximum
securities to be offering price aggregate offering Amount of
to be registered Registered(1) per share (2) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock
($.20 par value) 1,250,000 shares $20.85 $26,062,500 $7,246
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</TABLE>
(1) Represents the shares of common stock of ADC Telecommunications, Inc.
issuable pursuant to the ADC/Teledata Key Employee Stock Option Plan
(1998), ADC/Teledata Key Employee Stock Option Plan (1994-1997) and
ADC/Teledata Director Share Incentive Plan (1992).
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the proposed maximum aggregate offering price
are based upon the average of the high and low prices for the Common
Stock, par value $.20 per share (the "Common Stock"), of ADC as reported
on the Nasdaq National Market System on October 22, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by ADC Telecommunications, Inc., a Minnesota corporation (the
"Company"), are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
January 31, 1998, April 30, 1998 and July 31, 1998, filed pursuant to the
Exchange Act;
(c) The Company's Current Reports on Form 8-K dated January 26, 1998,
February 19, 1998 and September 16, 1998; and
(d) the description of the Company'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 any such description
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 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 the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference and to be a part hereof from the date
of the filing of such documents with the Commission.
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 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Articles of Incorporation of ADC Telecommunications, Inc.,
as amended (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-3 dated April 15,
1997).
4.2 Restated Bylaws of ADC Telecommunications, Inc., as amended
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 dated April 15, 1997).
4.3 Form of certificate for shares of Common Stock of ADC
Telecommunications, Inc. (incorporated by reference to Exhibit 4-a
to the Company's Form 10-Q for the quarter ended January 31, 1996).
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 Power of Attorney (included on signature page).
</TABLE>
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 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 Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
II-2
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(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.
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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 the 27th day of
October, 1998.
ADC TELECOMMUNICATIONS, INC.
By /s/ William J. Cadogan
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William J. Cadogan
Chariman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
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 this Registration
Statement, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of October, 1998.
Signature Title
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/s/ William J. Cadogan Chairman of the Board, President,
- -------------------------- Chief Executive Officer and
William J. Cadogan Chief Operating Officer
(principal executive officer)
/s/ Robert E. Switz Senior Vice President, Chief Financial Officer
- -------------------------- (principal financial officer)
Robert E. Switz
/s/ Charles T. Roehrick Vice President and Controller
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Charles T. Roehrick
/s/ James C. Castle, Ph.D. Director
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James C. Castle, Ph.D.
/s/ Thomas E. Holloran Director
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Thomas E. Holloran
/s/ B. Kristine Johnson Director
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B. Kristine Johnson
/s/ Charles W. Oswald Director
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Charles W. Oswald
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/s/ Alan E. Ross Director
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Alan E. Ross
/s/ Jean-Pierre Rosso Director
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Jean-Pierre Rosso
Director
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Donald M. Sullivan
/s/ Warde F. Wheaton Director
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Warde F. Wheaton
/s/ John D. Wunsch Director
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John D. Wunsch
II-5
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<S> <C>
4.1 Restated Articles of Incorporation of ADC Telecommunications,
Inc., as amended (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-3 dated April 15,
1997).
4.2 Restated Bylaws of ADC Telecommunications, Inc., as amended
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 dated April 15, 1997).
4.3 Form of certificate for shares of Common Stock of ADC
Telecommunications, Inc. (incorporated by reference to Exhibit
4-a to the Company's Form 10-Q for the quarter ended January 31,
1996).
5.1 Opinion and Consent of Dorsey & Whitney LLP (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24 Power of Attorney (included on signature page).
</TABLE>
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<PAGE>
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
ADC Telecommunications, Inc.
12501 Whitewater Drive,
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ADC Telecommunications, Inc., a Minnesota
corporation (the "Company"), in connection with a registration statement on Form
S-8 relating to the sale by the Company from time to time of up to 1,250,000
shares (the "Shares") of common stock, par value $.20 per share, of the
Company. The Shares will be issuable under the ADC/Teledata Key Employee Stock
Option Plan (1998), ADC/Teledata Key Employee Stock Option Plan (1992-1997) and
ADC/Teledata Director Share Incentive Plan (1992) (collectively, the "Plans").
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 have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of each of the Plans, and any relevant agreements
thereunder, 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 on Form S-8 of the Company relating to each of the Plans.
Dated: October 27, 1998 Very truly yours,
RAR /s/ 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 25,
1997 incorporated by reference in ADC Telecommunications, Inc's. Form 10-K for
the year ended October 31, 1997 (File No. 0-1424) and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 27, 1998
