<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.
1991 STOCK INCENTIVE 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, 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered(1) per share(2) offering price(2) registration fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 6,600,000 shares $46.875 $309,375,000 $91,266
($.20 par value)
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the shares of common stock of ADC Telecommunications, Inc.
issuable pursuant to the ADC Telecommunications, Inc. 1991 Stock Incentive
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 of the Common
Stock as reported on the Nasdaq National Market System on June 10, 1999.
Pursuant to General Instruction E of Form S-8, this Registration
Statement relates to the registration of additional shares of Common Stock,
$.20 par value ("Common Stock"), of the Registrant under the Registrant's
1991 Stock Incentive Plan, a stock-based employee benefit plan for which the
Registrant registered 698,298 shares, 1,345,204 shares, 2,729,734 shares and
5,987,300 shares, respectively, of Common Stock under Registration Statements
filed with the Securities and Exchange Commission on May 3, 1991 (File No.
33-40356), March 11, 1994 (File No. 33-52635), April 4, 1995 (File No.
33-58409) and April 21, 1997 (File No. 333-25569), respectively, the contents
of each of which (including any post-effective amendments thereto) are hereby
incorporated by reference herein.
===============================================================================
<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 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<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).
24.1 Power of Attorney.
</TABLE>
II-1
<PAGE>
ITEM 9. UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
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 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, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
The 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 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.
II-2
<PAGE>
C. CLAIMS FOR INDEMNIFICATION
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, 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on
June 17, 1999.
ADC TELECOMMUNICATIONS, INC.
By /s/ Robert E. Switz
-----------------------------------
Robert E. Switz
Senior Vice President,
Chief Financial 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Cadogan Chairman of the Board, President June 17, 1999
- -------------------------- and Chief Executive Officer
William J. Cadogan (principal executive officer)
/s/ Robert E. Switz Senior Vice President, Chief June 17, 1999
- -------------------------- Financial Officer
Robert E. Switz (principal financial officer)
/s/ Charles T. Roehrick Vice President and Controller June 17, 1999
- -------------------------- (principal accounting officer)
Charles T. Roehrick
* Director June 17, 1999
- --------------------------
James C. Castle, Ph.D
* Director June 17, 1999
- --------------------------
Thomas E. Holloran
* Director June 17, 1999
- --------------------------
B. Kristine Johnson
Director
- --------------------------
Alan E. Ross
* Director June 17, 1999
- --------------------------
Jean-Pierre Rosso
Director
- --------------------------
Donald M. Sullivan
Director
- --------------------------
John D. Wunsch
Director
- --------------------------
Charles D. Yost
*By /s/ Robert E. Switz Director June 17, 1999
--------------------
Robert E. Switz
As Attorney-In-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
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
</TABLE>
<PAGE>
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
June 17, 1999
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") that you intend to file with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the purpose of registering 6,600,000 shares (the "Shares") of Common Stock,
par value $.20 per share, of ADC Telecommunications, Inc. (the "Company"),
which may be issued pursuant to the Company's 1991 Stock Incentive 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 this
opinion. 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, assuming that the
purchase price for the Shares is at least equal to the par value of the
Shares, the Shares that will be originally issued to the Plan participants
pursuant to the terms of the Plan, when issued and paid for in accordance
with the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 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
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William J. Cadogan, Robert E.
Switz and Jeffrey D. Pflaum, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his 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 the registration of an
additional 6,600,000 shares of the Company's Common Stock issuable under the
Company's 1991 Stock Incentive Plan, 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, each acting alone, or
the substitutes for such attorneys-in-fact and agents, may lawfully do or
cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Cadogan Chairman of the Board, President June 17, 1999
- ------------------------- and Chief Executive Officer
William J. Cadogan (principal executive officer)
/s/ Robert E. Switz Senior Vice President, Chief June 17, 1999
- ------------------------- Financial Officer
Robert E. Switz (principal financial officer)
/s/ Charles T. Roehrick Vice President and Controller June 17, 1999
- ------------------------- (principal accounting officer)
Charles T. Roehrick
/s/ James C. Castle, Ph.D Director June 17, 1999
- -------------------------
James C. Castle, Ph.D
/s/ Thomas E. Holloran Director June 17, 1999
- -------------------------
Thomas E. Holloran
/s/ B. Kristine Johnson Director June 17, 1999
- -------------------------
B. Kristine Johnson
Director
- -------------------------
Alan E. Ross
/s/ Jean-Pierre Rosso Director June 17, 1999
- -------------------------
Jean-Pierre Rosso
Director
- -------------------------
Donald M. Sullivan
Director
- -------------------------
John D. Wunsch
Director
- -------------------------
Charles D. Yost
</TABLE>
