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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
REGISTRATION NO.
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================================================================================
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.)
6000 NATHAN LANE NORTH
MINNEAPOLIS, MINNESOTA 55442
(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
6000 NATHAN LANE NORTH
MINNEAPOLIS, MINNESOTA 55442
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(763) 268-6000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.01
per share (including
preferred share
purchase rights) 800,000 shares $ 17.54 $ 14,032,000 $3,705
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Interests in the
401(k) Plan Indeterminate N/A N/A N/A
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(1) This Registration Statement relates to an additional 800,000 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 Nos. 333-88209 and 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 August 23,
2000. 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.
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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 Nos. 333-88209 and
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.
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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 August 23,
2000.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: /s/ Gregory T. Barnum
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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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Thomas G. Hudson
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Thomas G. Hudson Chairman, President and Chief August 23, 2000
Executive Officer (Principal
Executive Officer) and Director
/s/ Gregory T. Barnum
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Gregory T. Barnum Chief Financial Officer (Principal August 23, 2000
Financial Officer)
/s/ Jeffrey A. Bertelsen
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Jeffrey A. Bertelsen Corporate Controller and Treasurer August 23, 2000
(Principal Accounting Officer)
/s/ Patrick W. Gross
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Patrick W. Gross Director August 23, 2000
/s/ Erwin A. Kelen
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Erwin A. Kelen Director August 23, 2000
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Lawrence Perlman Director August 23, 2000
/s/ John A. Rollwagen
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John A. Rollwagen Director August 23, 2000
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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 August 23, 2000.
COMPUTER NETWORK TECHNOLOGY CORPORATION
401(K) SALARY SAVINGS PLAN
BY: COMPUTER NETWORK TECHNOLOGY CORPORATION
PLAN ADMINISTRATOR
BY: /s/ Gregory T. Barnum
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Name: Gregory T. Barnum
Title: Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Page
<S> <C> <C>
23.1 Consent of Grant Thornton LLP....................................................................Electronically Filed
23.2 Consent of KPMG LLP..............................................................................Electronically Filed
24.1 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).
99.1 401(K) Salary Savings Plan ( Incorporated by reference to Exhibit 10B
to Form S-3 Registration Statement No. 333-80841).
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