<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 21, 2000
COMPUTER NETWORK TECHNOLOGY CORPORATION
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Minnesota 0-139944 41-1356476
--------- -------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6000 Nathan Lane North, Minneapolis, MN 55442
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (763) 268-6000
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
1
<PAGE> 2
Item 5. Other Events.
Adoption of First Amendment of Rights Agreement
On November 21, 2000, Computer Network Technology Corporation (the
"Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent")
entered into First Amendment of Rights Agreement (the "Amendment") dated July
24, 1998 by and between the Company and the Rights Agent (the "Rights
Agreement"), which Amendment is attached as Exhibit 4.1.
The Rights Agreement has been amended as follows:
1. Paragraph 7(b) and Exhibits B and C of the Rights Agreement have
been amended to increase the Purchase Price payable upon the exercise of each
Right from $50 to $100.
2. Section 7 of the Rights Agreement has been amended to add a new
paragraph 7(g) which provides the Company the ability to delay exercisability of
the Rights to allow for the registration of the securities purchasable upon
exercise of the Rights.
3. Section 26 of the Rights Agreement has been updated to include the
Company's current address.
A copy of the Amendment has been attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The foregoing description of the amendments to
the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amendment.
In conjunction with the adoption of the Amendment, the Company also
approved an amendment to the Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock ($.01 Par Value Per Share) of
Computer Network Technology Corporation (the "Certificate"). The Certificate was
amended to increase the authorized number of Series A Preferred Stock from
35,000 shares to 40,000 shares. A copy of the amendment to the Certificate is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalized terms used and not otherwise defined herein have the
meaning ascribed to them in the Rights Agreement, the Amendment and the
Certificate.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
3.1 First Amendment of the Certificate of Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock ($.01 Par Value Per Share) of Computer Network
Technology Corporation.
4.1 First Amendment of Rights Agreement dated November 21, 2000 by
and between the Computer Network Technology Corporation and
ChaseMellon Shareholder Services, L.L.C.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 27, 2000 COMPUTER NETWORK
TECHNOLOGY CORPORATION
By /s/ Gregory T. Barnum
---------------------------------------
Gregory T. Barnum
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
3.1 First Amendment of the Certificate of
Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock
($.01 Par Value Per Share) of Computer Network
Technology Corporation.
4.1 First Amendment of Rights Agreement dated
November 21, 2000 by and between the Computer
Network Technology Corporation and ChaseMellon
Shareholder Services, L.L.C.
4
