<PAGE>
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/NVISION
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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER UNIT PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED (1) (2) AGGREGATE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.20 par
value Common Stock
Purchase Rights 86,000 $72.16 $6,205,760.00 $1,638.33
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the shares of common stock of ADC Telecommunications, Inc.
issuable pursuant to the ADC/ NVISION 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
December 29, 1999.
<PAGE>
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, 1999, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) 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
<PAGE>
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.
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 Oppenheimer Wolff & Donnelly LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Ernst & Young.
23.4 Consent of Oppenheimer Wolff & Donnelly 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:
<PAGE>
(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 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.
<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, as
of the 3rd day of January, 2000.
ADC TELECOMMUNICATIONS, INC.
By /s/ William J. Cadogan
------------------------------
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.
<PAGE>
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 3rd day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William J. Cadogan Chairman of the Board, President and
----------------------- Chief Executive Officer
William J. Cadogan (Principal Executive Officer)
Senior Vice President and
/s/ Robert E. Switz Chief Financial Officer
----------------------- (Principal Financial Officer)
Robert E. Switz
/s/ Charles T. Roehrick Vice President and Controller
----------------------- Principal Accounting Officer)
Charles T. Roehrick
/s/ John A. Blanchard III
----------------------- Director
John A. Blanchard III
/s/ John J. Boyle III
----------------------- Director
John J. Boyle III
/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
/s/ Alan E. Ross
----------------------- Director
Alan E. Ross
/s/ Jean-Pierre Rosso
----------------------- Director
Jean-Pierre Rosso
/s/ John W. Sigdmore
----------------------- Director
John W. Sigdmore
/s/ John D. Wunsch
----------------------- Director
John D. Wunsch
----------------------- Director
Charles D. Yost
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Ernst & Young.
</TABLE>
<PAGE>
Exhibit 5.1
Oppenheimer Wolff & Donnelly LLP
January 4, 2000
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
86,000 shares (the "Shares") of common stock, par value $.20 per share,
of the Company. The Shares will be issuable under the ADC/NVISION 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,
Oppenheimer Wolff & Donnelly LLP
/s/ Oppenheimer Wolff & Donnelly 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 24, 1999,
included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October
31, 1999 (File No. 0-1424) and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
January 3, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on form S-8 (File No. 0-1424) of our report dated March 2, 1999
relating to the consolidated financial statements of Saville Systems PLC as
of and for the year ended December 31, 1998, which report is included in
ADC's Annual Report on Form 10-K for the year ended October 31, 1999. We also
consent to all references to our firm in this registration statement.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Chartered Accountants and Registered Auditors
Dublin, Ireland
December 29, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement (Form
S-8) pertaining to the ADC/NVISION SHARE OPTION PLAN of ADC Telecommunications,
Inc. and to the incorporation by reference therein of our report dated January
22, 1998 (except for Comprehensive Income as to which the date is March 12,
1999) with respect to the consolidated statements of income, changes in
shareholders' equity and cash flows of Saville Systems PLC for the year ended
December 31,1997 included in the Annual Report (Form 10-K) of ADC
Telecommunications, Inc. for the year ended October 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
Ernst & Young
Galway, Ireland
January 3, 2000
