<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. ____________
================================================================================
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
Minneapolis, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
1992 STOCK AWARD 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 $0.01 800,000 shares $21.625 $17,300,000 $4,810
per share (including
preferred share
purchase rights)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement relates to an additional 800,000 shares of
Common Stock to be offered pursuant to the 1992 Employee Stock Award Plan,
for which plan 6,200,000 shares have previously been registered pursuant to
the Registrant's Registration Statements Nos. 33-83262, 33-48944, 33-68372,
333-31853 and 333-59949
(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 June 14,
1999.
<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. 33-83262,
33-48944, 33-68372, 333-31853 and 333-59949 are incorporated in this
Registration Statement by reference.
2. Exhibits (Required Opinions and Consents).
Exhibit Description
------- -----------
5 Opinion of Leonard, Street and Deinard Professional Association.
23.1 Consent of Leonard, Street and Deinard Professional Association
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).
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 June 16, 1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas G. Hudson
- -------------------------------
Thomas G. Hudson President and Chief Executive June 16, 1999
Officer (Principal Executive
Officer) and Director
/s/ Gregory T. Barnum
- -------------------------------
Gregory T. Barnum Chief Financial Officer (Principal June 16, 1999
Financial Officer)
/s/ Jeffrey A. Bertelsen
- -------------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer June 16, 1999
(Principal Accounting Officer)
/s/ Patrick W. Gross
- -------------------------------
Patrick W. Gross Director June 16, 1999
/s/ Erwin A. Kelen
- -------------------------------
Erwin A. Kelen Director June 16, 1999
/s/ Lawrence Perlman
- -------------------------------
Lawrence Perlman Director June 16, 1999
/s/ John A. Rollwagen
- -------------------------------
John A. Rollwagen Director June 16, 1999
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
- ------- ----
5 Opinion of Leonard, Street and Deinard Professional
Association......................................Electronically Filed
23.1 Consent of Leonard, Street and Deinard Professional Association
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).
<PAGE>
Exhibit 5 and 23.1
[Letterhead of Leonard, Street and Deinard Professional Association]
June 16, 1999 Morris M. Sherman
612-335-1561
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 800,000 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
(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,
LEONARD, STREET AND DEINARD,
PROFESSIONAL ASSOCIATION
By /s/ Morris M. Sherman
------------------------------------
Morris M. Sherman
<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
June 16, 1999
