<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1999
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)
ADC TELECOMMUNICATIONS, INC./SPECTRACOM, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
Copies to:
Jeffrey D. Pflaum, 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
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
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) 39,400 shares $46.875 $1,846,875 $545
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- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the shares of common stock of ADC Telecommunications, Inc.
issuable pursuant to the ADC Telecommunications, Inc./Spectracom, Inc.
1997 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the proposed maximum aggregate offering
price is based upon the average of the high and low prices for the
Common Stock as reported on the Nasdaq National Market System on June
10, 1999.
<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, 1998, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1999, filed pursuant to the Exchange Act;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1999, filed pursuant to the Exchange Act;
(d) The Company's Current Reports on Form 8-K dated November 5,
1998 and Form 8-K/A dated November 5, 1998; and
(e) 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 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.
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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 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).
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.
II-3
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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 17th day of
June, 1999.
ADC TELECOMMUNICATIONS, INC.
By /s/ William J. Cadogan
-------------------------------------
William J. Cadogan
Chariman of the Board, President
and Chief Executive 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 Jeffrey D. Pflaum, 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 17th day of June, 1999.
SIGNATURE TITLE
--------- -----
/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, 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, Ph.D. Director
- ----------------------------
James C. Castle, Ph.D.
/s/ Thomas E. Holloran Director
- ----------------------------
Thomas E. Holloran
/s/ B. Kristine Johnson Director
- ----------------------------
B. Kristine Johnson
Director
- ----------------------------
Alan E. Ross
/s/ Jean-Pierre Rosso Director
- ----------------------------
Jean-Pierre Rosso
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Director
- ----------------------------
Donald M. Sullivan
Director
- ----------------------------
John D. Wunsch
Director
- ----------------------------
Charles D. Yost
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion and Consent 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)
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EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
June 17, 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 39,400 shares (the "Shares") of common stock, par value $.20 per share, of
the Company. The Shares will be issuable under the ADC Telecommunications,
Inc./Spectracom, Inc. 1997 Employee Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the purposes of 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
June 16, 1999
