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As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. ____________
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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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COMPUTER NETWORK TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1356476
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
605 North Highway 169
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Minneapolis, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
1992 STOCK AWARD PLAN
(Full Title of the Plan)
Thomas G. Hudson
President and Chief Executive Officer
Computer Network Technology Corporation
605 North Highway 169
Minneapolis, Minnesota 55441
(Name and Address of Agent for Service)
(612) 797-6100
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Securities Amount to be Registered Maximum Offering Maximum Aggregate Offering Amount of
to be Registered (1) Price Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 2,150,000 shares $3.9063 $8,398,545 $2,546
per share
====================================================================================================================================
</TABLE>
(1) This Registration Statement relates to an additional 2,150,000 shares of
Common Stock to be offered pursuant to the 1992 Employee Stock Purchase
Plan, for which plan 3,250,000 shares have previously been registered
pursuant to the Registrant's Registration Statements Nos. 33-83262, 33-
48944 and 33-68372.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low sale prices per share of the Registrant's
Common Stock as reported on the NASDAQ National Market System on July 21,
1997.
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PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8
1. Incorporation by Reference.
The contents of the Registrant's Registration Statements No. 33-83262, 33-
48944 and 33-68372 are incorporated in this Registration Statement by reference.
2. Exhibits (Required Opinions and Consents).
Exhibit Description
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5 Opinion of Faegre & Benson, Corporate Counsel to the Company.
23.1 Consent of Faegre & Benson to the filing of its opinion as an
exhibit to this Registration Statement (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney authorizing Thomas G. Hudson and Jeffrey A.
Bertelsen, and each or either of them, to sign and file all
amendments and exhibits to this Registration Statement and any
and all applications and instruments pertaining to the
registration of the securities covered hereby on behalf of the
directors and officers of the Company (included as part of the
signature page of this Registration Statement).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Minneapolis, State of Minnesota, on June 24, 1997.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: /s/ Thomas G. Hudson
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Thomas G. Hudson, President and Chief
Executive Officer,
and Acting Chief Financial Officer
Each of the undersigned officers and directors of Computer Network
Technology Corporation hereby appoints Thomas G. Hudson and Jeffrey A.
Bertelsen, and each or either of them, as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) and exhibits to this Registration
Statement and any and all applications and instruments pertaining to the
registration of the securities covered hereby, with full power and authority to
do and perform any and all acts and things whatsoever requisite and necessary or
desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas G. Hudson
- ---------------------------
Thomas G. Hudson President and Chief Executive June 24, 1997
Officer, and Acting Chief Financial
Officer (Principal Executive and
Financial Officer) and Director
/s/ Jeffrey A. Bertelsen
- ---------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer June 24, 1997
(Principal Accounting Officer)
/s/ Erwin A. Kelen
- ---------------------------
Erwin A. Kelen Director June 24, 1997
/s/ Lawrence Perlman
- ---------------------------
Lawrence Perlman Director June 24, 1997
/s/ John A. Rollwagen
- ---------------------------
John A. Rollwagen Director June 24, 1997
</TABLE>
II-2
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INDEX TO EXHIBITS
Exhibit Page
- ------- ----
5 Opinion of Faegre & Benson, Corporate Counsel to the Company..
23.1 Consent of Faegre & Benson to the filing of its opinion as an exhibit
to this Registration Statement (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP..............................
24 Power of Attorney authorizing Thomas G. Hudson and Jeffrey A.
Bertelsen, and each or either of them, to sign and file all amendments
and exhibits to this Registration Statement and any and all
applications and instruments pertaining to the registration of the
securities covered hereby on behalf of the directors and officers of
the Company (included as part of the signature page of this
Registration Statement).
II-3
<PAGE>
Exhibit 5 and 23.1
[LETTERHEAD OF FAEGRE & BENSON LLP]
July 21, 1997
Computer Network Technology Corporation
605 North Highway 169
Minneapolis, Minnesota 55441
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of an additional 2,150,000 shares of Common Stock, par value $0.01
per share (the "Shares"), of Computer Network Technology Corporation, a
Minnesota corporation (the "Company"), under the Company's 1992 Stock Award
Plan, we have examined such corporate records and other documents, including the
Registration Statement, and have reviewed such matters of law as we have deemed
relevant hereto, and, based upon this examination and review, it is our opinion
that all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally issued,
fully paid and nonassessable under the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and the
foregoing opinions are limited to the laws of that state and the federal laws of
the United States of America.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
FAEGRE & BENSON LLP
[LETTERHEAD OF FAEGRE & BENSON LLP]
<PAGE>
Exhibit 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Computer Network Technology Corporation:
We consent to the use of our reports incorporated herein by reference in this
Form S-8 Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 14, 1997
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
