<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
REGISTRATION NO. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------------------
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
MINNEAPOLIS, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
GREGORY T. BARNUM
CHIEF FINANCIAL 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 MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -------------------- --------------- -------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 300,000 shares $6.125 $1,837,500 $542
per share
==================== =============== ==================== ==================== =================
</TABLE>
(1) This Registration Statement relates to an additional 300,000 shares of
Common Stock to be offered pursuant to the 1992 Employee Stock Purchase
Plan, for which plan 500,000 shares have previously been registered
pursuant to the Registrant's Registration Statements Nos. 33-83264,
33-48954, 33-68356 and 333-31851.
(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 23,
1998.
<PAGE>
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. 33-83264,
33-48954, 33-68356 and 333-31851 are incorporated in this Registration Statement
by reference.
2. EXHIBITS (REQUIRED OPINIONS AND CONSENTS).
Exhibit Description
------- -----------
5 Opinion of Faegre & Benson LLP, Corporate Counsel to the
Company.
23.1 Consent of Faegre & Benson LLP 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 Gregory T. Barnum 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).
99 1992 Employee Stock Purchase Plan as amended.
II-1
<PAGE>
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 July 24,
1998.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: /s/ Gregory T. Barnum
------------------------------------------
Gregory T. Barnum, Chief Financial Officer
Each of the undersigned officers and directors of Computer Network
Technology Corporation hereby appoints Gregory T. Barnum as attorney and agent
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas G. Hudson
- --------------------------
Thomas G. Hudson President and Chief Executive July 24, 1998
Officer (Principal Executive
Officer) and Director
/s/ Gregory T. Barnum
- --------------------------
Gregory T. Barnum Chief Financial Officer (Principal July 24, 1998
Financial Officer)
/s/ Jeffrey A. Bertelsen
- --------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer July 24, 1998
(Principal Accounting Officer)
/s/ Patrick W. Gross
- --------------------------
Patrick W. Gross Director July 24, 1998
/s/ Erwin A. Kelen
- --------------------------
Erwin A. Kelen Director July 24, 1998
/s/ Lawrence Perlman
- --------------------------
Lawrence Perlman Director July 24, 1998
/s/ John A. Rollwagen
- --------------------------
John A. Rollwagen Director July 24, 1998
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
- ------- ----
5 Opinion of Faegre & Benson LLP, Corporate Counsel
to the Company....................................Electronically Filed
23.1 Consent of Faegre & Benson LLP 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..................Electronically Filed
24 Power of Attorney authorizing Gregory T. Barnum 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).
99 1992 Employee Stock Purchase Plan as
amended...........................................Electronically Filed
<PAGE>
EXHIBIT 5 AND 23.1
[Letterhead of Faegre & Benson LLP]
July 24, 1998
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 300,000 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 Employee Stock
Purchase Plan (the 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 Plan and 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
<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
Minneapolis, Minnesota
July 24, 1998
<PAGE>
EXHIBIT 99
1992 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH MAY 1998)
1. PURPOSE AND SCOPE OF PLAN. The purpose of the 1992 Employee Stock
Purchase Plan (the "PLAN") is to provide the employees of Computer Network
Technology Corporation (the "COMPANY") and its affiliates with an opportunity to
acquire a proprietary interest in the Company through the purchase of its common
stock and, thus, to develop a stronger incentive to work for the continued
success of the Company. The Plan is intended to be an "employee stock purchase
plan" within the meaning of Section 473(b) of the Internal Revenue Code of 1986,
as amended, and shall be interpreted and administered in a manner consistent
with such intent.
2. DEFINITIONS.
2.1 Whenever used in this Plan:
(a) "AFFILIATE" means any parent or subsidiary corporation
of the Company. as defined in Sections 424(e) and 424(f) of the
Code and whose participation in the Plan has been approved by the
Board of Directors.
(b) "BASE COMPENSATION" means the gross cash compensation
(including wage, salary, and overtime earnings) paid by the
Company or any Affiliate to a Participant in accordance with the
terms of employment, but excluding all incentive Compensation,
cash received upon receipt of Certificates of Recognition,
expense allowances (including, without limitation, moving expense
allowances), and compensation payable in a form other than cash,
provided that such compensation will be determined without regard
to any earnings reduction agreements made pursuant to (i) a
qualified cash or deferred arrangement under Section 401(k) of
the Code or (ii) a cafeteria plan established under Section 125
of the Code.
(c) "BOARD OF DIRECTORS" means the board of directors of the
Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended.
(e) "COMMITTEE" means the Compensation Committee of the
Board of Directors.
(f) "COMMON STOCK" means the common stock, par value $.01
per share, of the Company.
(g) "COMPANY" means Computer Network Technology Corporation.
(h) "COMPENSATION" means the sum of a Participant's Base
Compensation and his or her Incentive Compensation.
(i) "ELIGIBLE EMPLOYEE" means any employee of the Company or
an Affiliate whose customary employment is (i) at least 20 hours
per week and (ii) for more than 5 months in any calendar year,
provided, however, that "Eligible Employee" shall not include any
person who would be deemed for purposes of Section 423(b)(3) of
the Code to own stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company.
(j) "INCENTIVE COMPENSATION" means compensation paid to a
Participant pursuant to the Success Sharing Plan of the Company
or in the form of commissions.
(k) "FAIR MARKET VALUE" as of any date means:
(i) the closing sale price of a share of Common Stock on
the date specified or, if no sale of shares of Common
Stock shall have occurred on that date, on the next
preceding day on
<PAGE>
which a sale occurred of shares on the National
Association of Securities Dealers Inc. Automated
Quotations National Market System ("NMS"), or
(ii) if the shares of Common Stock are not quoted on the
NMS, what the Committee determines in good faith to be
the fair market value of a share of Common Stock on
that date.
If such determination of Fair Market Value is not consistent with
the then current regulations of the Secretary of the Treasury
applicable to plans intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423(b) of the Code,
Fair Market Value shall be determined in accordance with said
regulations. The determination of Fair Market Value shall be
subject to adjustment as provided in Section 14 hereof.
(l) "PARTICIPANT" means an Eligible Employee who has elected
to participate in the Plan in the manner set forth in Section 4.
(m) "PLAN" means this 1992 Employee Stock Purchase Plan.
(n) "PURCHASE PERIOD" through May 31, 1997 means the period
of July 1, 1992 to May 31, 1993, and thereafter the l2-month
period beginning on June 1 of each year and ending on May 31 of
the succeeding year; and commencing June 1, 1997, means each
six-month period ending on November 30 and May 31 during the
remainder of the term of this Plan.
(o) "STOCK PURCHASE ACCOUNT" means the account maintained in
the books and records of the Company recording the amount
withheld from each Participant through payroll deductions made
under the Plan.
3. SCOPE OF THE PLAN. Options to purchase shares of Common Stock may be
granted by the Company to Eligible Employees during the period commencing July
1, 1992 and ending May 31, 2002 as hereinafter provided, but not more than
800,000 shares of Common Stock (subject to adjustment as provided in Section 14
hereof) shall be purchased pursuant to such options. All options granted
pursuant to this Plan shall be subject to the same terms, conditions, rights,
and privileges. The shares of Common Stock delivered by the Company pursuant to
this Plan may be acquired shares having the status of authorized but unissued
shares, newly issued shares, or both.
4. ELIGIBILITY AND PARTICIPATION. To be eligible to participate in this
Plan for a given Purchase Period, an employee must be an Eligible Employee on
the first day of such Purchase Period. An Eligible Employee may elect to
participate in the Plan by filing an enrollment form with the Committee in
advance of the Purchase Period that authorizes regular payroll deductions from
Compensation beginning with the first payday in the Purchase Period and
continuing until the Eligible Employee withdraws from the Plan or ceases to be
an Eligible Employee.
5. AMOUNT OF COMMON STOCK EACH ELIGIBLE EMPLOYEE MAY PURCHASE.
5.1 Subject to the provisions of this Plan, each Eligible
Employee shall be offered the option to purchase on the last day of the
Purchase Period the largest number of whole shares of Common Stock that
can be purchased at the price specified in Section 5.2 hereof with the
entire credit balance in the Participant's Stock Purchase Account:
provided however, that no more than the lesser of (i) 2,500 shares of
Common Stock and other stock for each Purchase Period or (ii) $25,000
in Fair Market Value (determined at the beginning of each Purchase
Period) of shares of Common Stock and other stock may be purchased
under this Plan and all other employee stock purchase plans (if any) of
the Company and the Affiliates by any Participant for each calendar
year. If the purchases by all Participants would otherwise cause the
aggregate number of shares of Common Stock to be sold under the Plan to
exceed the number specified in Section 3 hereof, however, each
Participant shall be allocated a ratable portion of the maximum number
of shares of Common Stock which may be sold.
2
<PAGE>
5.2 The purchase price of each share of Common Stock sold
pursuant to this Plan will be the lesser of (i) 85% of the Fair Market
Value of such share on the first business day of the Purchase Period or
(ii) 85% of the Fair Market Value of such share on the last business
day of the Purchase Period.
6. METHOD OF PARTICIPATION.
6.1 The Committee shall give notice to Eligible Employees of
each offering of options to purchase shares of Common Stock pursuant to
this Plan and the terms and conditions for each offering. Such notice
is subject to revision by the Company at any time prior to the date of
grant of the option. The first day of a Purchase Period is the date
contemplated by the Company as the date of grant of the option to
purchase such shares.
6.2 Each Eligible Employee who desires to participate in the
Plan for a Purchase Period shall signify his or her election to do so
by signing an election form developed by the Committee. An Eligible
Employee may elect different withholding percentages for Base
Compensation and for Incentive Compensation, provided that the
withholding percentage as to each must always be a whole percentage
from 0% to 10%. Notwithstanding the foregoing, a Participant may not
withhold more than $2,500 in the aggregate during each Purchase Period.
An election to participate in the Plan and to authorize payroll
deductions as described herein must be made before the commencement of
the Purchase Period to which it relates and shall remain in effect
unless and until such Participant withdraws from this Plan, modifies
his or her authorization, or terminates his or her employment with the
Company as hereinafter provided.
6.3 Any Eligible Employee who does not make a timely election
as provided in Section 6.2 hereof shall be deemed to have elected not
to participate in the Plan. Such election shall be irrevocable for such
Purchase Period.
7. STOCK PURCHASE ACCOUNT.
7. 1 The Company shall maintain a Stock Purchase Account for
each Participant. Payroll deductions pursuant to Section 6 hereof will
be credited to such Stock Purchase Accounts on each payday.
7.2 No interest will be credited to a Participant's Stock
Purchase Account.
7.3 The Stock Purchase Account is established solely for
accounting purposes, and all amounts credited to the Stock Purchase
Account will remain part of the general assets of the Company.
7.4 A Participant may not make any separate cash payment into
his or her Stock Purchase Account.
8. RIGHT TO REDUCE PARTICIPATION OR TO WITHDRAW.
8.1 A Participant may, at any time during a Purchase Period,
direct the Company to make no further deductions from his or her
Compensation or to reduce the amount of such deductions. Upon either of
such actions, future payroll deductions with respect to such
Participant shall cease or be reduced in accordance with the
Participant's direction.
8.2 Any Participant who stops payroll deductions may not
thereafter resume payroll deductions for the Purchase Period, and any
Participant who decreases payroll deductions may not thereafter further
decrease or increase such deductions, except that he or she may stop
further deductions.
8.3 At any time before the end of a Purchase Period, any
Participant may also withdraw from the Plan. In such event, all future
payroll deductions shall cease and the entire credit balance in the
Participant's Stock Purchase Account will be paid to the Participant,
without interest, in cash within 60 days. A Participant who withdraws
from the Plan will not be eligible to reenter the Plan until the next
succeeding Purchase Period.
3
<PAGE>
8.4 Notification of a Participant's election to reduce or
terminate deductions, or to withdraw from the Plan, shall be made by
the filing of an appropriate notice to such effect with the Committee.
9. TERMINATION OF EMPLOYMENT.
9.1 If the employment of a Participant is terminated prior to
conclusion of the Purchase Period because of death, permanent
disability, or retirement at or after age 65, or earlier with the
consent of the Committee, the Participant or his or her legal
representative, as applicable, may either:
(a) withdraw from the Plan, in which event the Company shall
refund in cash the entire balance in the Participant's Stock
Purchase Account; or
(b) elect to receive a distribution of only a portion of his
or her Stock Purchase Account, in which event the Company shall
refund such portion in cash and shall leave the balance of the
Stock Purchase Account to be applied at the end of the Purchase
Period towards the acquisition of shares of Common Stock as
provided in Section 10 hereof.
9.2 The election of a Participant or his or her legal
representative, as applicable, pursuant to Section 9.1 shall be made
within three months of the event causing the termination of employment,
but not (except in the case of death) later than the conclusion of the
Purchase Period. Notification of the election shall be filed with the
Committee and, in the event no notification has been filed within the
prescribed period, the Participant shall be deemed to have elected to
withdraw from the Plan in accordance with Section 9.l(a) hereof.
9.3 If the employment of a Participant is terminated for any
reason other than those specified in Section 9.1 hereof, the Company
shall refund in cash all amounts credited to his or her Stock Purchase
Account.
10. EXERCISE OF OPTION AND PURCHASE OF SHARES.
10.1 As of the last day of the Purchase Period, the entire
credit balance in each Participant's Stock Purchase Account will be
used to purchase the largest number of whole shares of Common Stock
purchasable with such amount (subject to the limitations of Section 5
hereof) unless the Participant has filed an appropriate form with the
Committee in advance of that date (which either elects to purchase a
specified number of whole shares which is less than the number
described above or elects to receive the entire credit balance in
cash).
10.2 Any amount remaining in a Participant's Stock Purchase
Account after such purchase (or the entire credit balance if the
Participant elected not to purchase any shares) will be paid to the
Participant in cash within 60 days after the end of the Purchase
Period.
10.3 As soon as practicable after the close of the Purchase
Period, certificates for the number of whole shares of Common Stock,
determined as aforesaid, purchased by each Participant shall be issued
and delivered to him or her.
11. RIGHTS AS A STOCKHOLDER. A Participant shall not be entitled to any
of the rights or privileges of a stockholder of the Company with respect to such
shares, including the right to receive any dividends which may be declared by
the Company, until he or she actually has paid the purchase price for such
shares and certificates have been issued to him or her in accordance with
Section 10.
12. RIGHTS NOT TRANSFERABLE. A Participant's rights under this Plan are
exercisable only by the Participant during his or her lifetime, and may not be
sold, pledged, assigned, or transferred in any manner other than by will or the
laws of descent and distribution. Any attempt to sell, pledge, assign, or
transfer the same shall be null and void and without effect. The amounts
credited to a Stock Purchase Account may not be assigned, transferred, pledged,
or hypothecated in any way, and any attempted assignment, transfer, pledge,
hypothecation, or other disposition of such amounts will be null and void and
without effect.
4
<PAGE>
13. ADMINISTRATION OF THE PLAN.
13.1 This Plan shall be administered by the Committee, which
is authorized to make such uniform rules as may be necessary to carry
out its provisions. The Committee shall determine any questions arising
in the administration, interpretation, and application of this Plan,
and all such determinations shall be conclusive and binding on all
parties.
13.2 If any option granted under this Plan shall lapse or
terminate unexercised, the number of shares of Common Stock covered
thereby shall again become available for sale under this Plan.
14. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event or any
change in the Common Stock of the Company by reason of stock dividends, stock
splits, corporate separations, recapitalizations, mergers, consolidations,
combinations, exchanges of shares, and the like, the aggregate number and class
of shares available under this Plan and the number, class, and purchase price of
shares under option but not yet purchased under this Plan, shall be adjusted
appropriately by the Committee.
15. REGISTRATION OF CERTIFICATE. Stock certificates will be registered
in the name of the Participant, or jointly in the name of the Participant and
another person, as the Participant may direct on an appropriate form.
16. AMENDMENT OF PLAN. The Board of Directors may at any time amend
this Plan in any respect which shall not adversely affect the rights of
Participants pursuant to options accepted under this Plan, except that, without
stockholder approval on the same basis as required by Section 19.1, no amendment
shall be made (i) to increase the number of shares to be reserved under this
Plan, (ii) to decrease the minimum purchase price, (iii) to withdraw the
administration of this Plan from the Committee, or (iv) to change the definition
of employees eligible to participate in the Plan.
17. EFFECTIVE DATE OF PLAN. This Plan shall consist of an offering
commencing July 1, 1992 and ending May 31, 1993 and thereafter 4 consecutive
annual offerings beginning on June 1 of each year and ending on May 31 of the
subsequent year and commencing June 1, 1997, 10 consecutive six-month offerings
beginning on June 1 and December 1 during the remainder of the term of this
Plan. All rights of Participants in any offering hereunder shall terminate at
the earlier of the conclusion of the last Purchase Period authorized herein on
May 31, 2002 or:
17.1 On the day that Participants become entitled to purchase
a number of shares of Common Stock equal to or greater than the number
of shares remaining available for purchase;
17.2 At any time, at the discretion of the Board of Directors,
after 30 days' notice has been given to all Participants.
Upon termination of this Plan, shares of Common Stock in accordance with Section
10 shall be issued to Participants, and cash, if any, remaining in the
Participants' Stock Purchase Accounts shall be refunded to them, as if the Plan
were terminated at the end of a Purchase Period.
18. GOVERNMENTAL REGULATIONS AND LISTING. All rights granted or to be
granted to Eligible Employees under this Plan are expressly subject to all
applicable laws and regulations and to the approval of all governmental
authorities required in connection with the authorization, issuance, sale, or
transfer of the shares of Common Stock reserved for this Plan, including,
without limitation, there being a current registration statement of the Company
under the Securities Act of 1933 as amended, covering the shares of Common Stock
purchasable under options on the last day of the Purchase Period applicable to
such options, and if such a registration statement shall not then be effective,
the term of such options and the Purchase Period shall be extended until the
first business day after the effective date of such a registration statement, or
post-effective amendment thereto. If applicable, all such rights hereunder are
also similarly subject to effectiveness of an appropriate listing application to
the National Association of Securities Dealers, Inc. covering the shares of
Common Stock under the Plan upon official notice of issuance.
19. MISCELLANEOUS.
5
<PAGE>
19.1 This Plan shall be submitted for approval by the
stockholders of the Company prior to May 31, 1992. If not so approved
prior to such date, this Plan shall terminate on June 1, 1992.
19.2 This Plan shall not be deemed to constitute a contract of
employment between the Company and Participant, nor shall it interfere
with the right of the Company to terminate any Participant and treat
him or her without regard to the effect which such treatment might have
upon him or her under this Plan.
19.3 Wherever appropriate as used herein, the masculine gender
may be read as the feminine gender, the feminine gender may be read as
the masculine gender, the singular may be read as the plural, and the
plural may be read as the singular.
19.4 This Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
Minnesota.
19.5 Delivery of shares of Common Stock or of cash pursuant to
this Plan shall be subject to any required withholding taxes. A person
entitled to receive shares of Common Stock may, as a condition
precedent to receiving such shares, be required to pay the Company a
cash amount equal to the amount of any required withholdings.
6
