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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0743912
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(Address, including zip code, of principal executive offices)
ADC/SAVILLE
SHARE OPTION PLAN
(Full title of the plan)
Jeffrey D. Pflaum
Vice President, General Counsel and Corporate Secretary
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(Name and address of agent for service)
(612) 938-8080
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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===================================================================================================================
Proposed
maximum
Proposed aggregate
Title of securities Amount to be maximum offering offering Amount of
to be registered registered (1) price per share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, ) 2,427,495 Shares $42.16 $102,343,189.20 $28,451.41
$.20 par value )
Common Stock )
Purchase Rights )
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(1) Represents the shares of common stock of ADC Telecommunications, Inc.
issuable pursuant to the ADC/ Saville Share Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
October 5, 1999.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by ADC
Telecommunications, Inc. (the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended January 31, 1999, April 30, 1999 and July 31, 1999,
filed pursuant to the Exchange Act.
(c) The Company's Current Reports on Form 8-K, filed on November
20, 1998, January 19, 1999, June 23, 1999 and August 18, 1999.
(d) The description of the Company's Common Stock and Common Stock
Purchase Rights contained in any Registration Statement on
Form 8-A filed by the Company 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 pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents. 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
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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.
The Company 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.
4.1 Restated Articles of Incorporation of the Company, 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 the Company, 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 the
Company (incorporated by reference to Exhibit 4-a to the
Company's Form 10-Q for the quarter ended January 31, 1996).
4.4 Second Amended and Restated Rights Agreement, dated as of
November 28, 1995, between the Company and Norwest Bank
Minnesota, National Association (amending and restating the
Rights Agreement dated as of September 23, 1986, as amended
and restated as of August 16, 1989), which includes as
Exhibit A thereto the form of Rights Certificate
(incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated November 7, 1995).
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 (included on signature page).
Item 9. UNDERTAKINGS.
A. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities 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, individually or in the
aggregate, represent a fundamental change in the
information set
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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
Securities and Exchange 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 to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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. Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act
and is, therefor, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other 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 Securities 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, as of the 8th day of
October, 1999.
ADC TELECOMMUNICATIONS, INC.
By /s/ William J. Cadogan
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William J. Cadogan
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Cadogan, Robert E. Switz and Jeffrey
D. Pflaum or any of them (with full power to act alone), as his or her true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any additional Registration Statement pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 (or Registration Statements, if an additional Registration Statement
is filed pursuant to Rule 462(b)), 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 full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully 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, or their substitute or
substitutes, 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 as of the 8th day of October, 1999.
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Signature Title
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<S> <C>
/s/ William J. Cadogan Chairman of the Board, President and
-------------------------- Chief Executive Officer
William J. Cadogan (Principal Executive Officer)
/s/ Robert E. Switz Senior Vice President and Chief Financial Officer
-------------------------- (Principal Financial Officer)
Robert E. Switz
/s/ Charles T. Roehrick Vice President and Controller
-------------------------- (Principal Accounting Officer)
Charles T. Roehrick
/s/ James C. Castle Director
--------------------------
James C. Castle, Ph.D.
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Director
--------------------------
Thomas E. Holloran
/s/ B. Kristine Johnson Director
--------------------------
B. Kristine Johnson
Director
--------------------------
Alan E. Ross
/s/ Jean-Pierre Rosso Director
--------------------------
Jean-Pierre Rosso
/s/ John D. Wunsch Director
--------------------------
John D. Wunsch
Director
--------------------------
Charles D. Yost
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EXHIBIT INDEX
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<S><C>
Exhibit
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5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Arthur Andersen LLP
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Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
October 8, 1999
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 2,427,495
shares (the "Shares") of common stock, par value $.20 per share, of the Company.
The Shares will be issuable under the ADC/Saville 1995 Share 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 our opinions
set forth below. 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 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 the Plan.
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 25, 1998,
included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October
31, 1998 (File No. 0-1424) and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 7, 1999
