<PAGE>
As filed with the Securities and Exchange Commission on October 1, 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)
401(K) Salary Savings 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
per share (including 300,000 $10.72 $3,215,625 $894
preferred share shares
purchase rights)
- ---------------------------------------------------------------------------------------------------------------
Interests in the 401(k) Indeterminate (3) N/A N/A N/A
plan
===============================================================================================================
</TABLE>
(1) This Registration Statement relates to an additional 300,000 shares of
common stock to be registered pursuant to the 401(k) Salary Savings Plan,
for which shares have previously been registered pursuant to the
Registrant's Registration Statement No. 33-42750. The shares registered
pursuant to this Registration Statement are purchased in the open market.
Accordingly, the number of shares being registered are an estimate.
(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 September
28, 1999. No fee is paid for the interests in the employee benefit plan
described herein pursuant to Rule 457(h).
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8
1. Incorporation of Documents by Reference.
The contents of the Registrant's Registration Statement No.33-42750 are
incorporated in this Registration Statement by reference.
2. Exhibits
The Exhibit Index immediately preceding the Exhibits is incorporated herein
by reference. The Company will submit or has submitted the 401(k) Salary
Savings Plan (the "Plan") and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and has made or will make all
changes by the IRS in order to qualify the Plan. In addition, the shares
registered pursuant to this Registration Statement are purchased in the
open market and are not original issuance securities. Accordingly, in
accordance with Item 8 of Form S-8, the Exhibits do not include an opinion
regarding legality.
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 September 28,
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 September 28, 1999
Officer (Principal Executive
Officer) and Director
/s/ Gregory T. Barnum
- -----------------------------------------------
Gregory T. Barnum Chief Financial Officer (Principal September 28, 1999
Financial Officer)
/s/ Jeffrey A. Bertelsen
- -----------------------------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer September 28, 1999
(Principal Accounting Officer)
/s/ Patrick W. Gross
- -----------------------------------------------
Patrick W. Gross Director September 28, 1999
/s/ Erwin A. Kelen
- -----------------------------------------------
Erwin A. Kelen Director September 28, 1999
/s/ Lawrence Perlman
- -----------------------------------------------
Lawrence Perlman Director September 28, 1999
/s/ John A. Rollwagen
- -----------------------------------------------
John A. Rollwagen Director September 28, 1999
</TABLE>
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on behalf of the undersigned, thereunto duly
authorized, in the city of Minneapolis, state of Minnesota, on September 28,
1999.
COMPUTER NETWORK TECHNOLOGY CORPORATION
401(K) SALARY SAVINGS PLAN
BY: COMPUTER NETWORK TECHNOLOGY
CORPORATION, PLAN ADMINISTRATOR
BY: /s/ Kristine Ochu
-------------------------------------
Name: Kristine Ochu
Title: Vice President of Human Resources
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
- ------- ----
23.2 Consent of KPMG LLP.......................................Electronically
Filed
23.3 Consent of Grant Thornton LLP.............................Electronically
Filed
24.1 Power of Attorney (Included on signature page to
Registration Statement)
99.1 401(K) Salary Savings Plan (Incorporated by reference
to Exhibit 10B to Form S-3 Registration Statement
No. 333-80841).
<PAGE>
Exhibit 23.2
[Letterhead of KPMG 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 LLP
Minneapolis, Minnesota
September 30, 1999
<PAGE>
Exhibit 23.3
[Letterhead of Grant Thornton LLP]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 21, 1999, accompanying the financial
statements of the Computer Network Technology Corporation 401(k) Salary Savings
Plan included in the annual report on Form 11-K of Computer Network Technology
Corporation for the year ended December 31, 1998, which is incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.
/s/ Grant Thornton LLP
Minneapolis, Minnesota
September 29, 1999
