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As filed with the Securities and Exchange Commission on October 4, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUTER NETWORK TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Minnesota 41-1356476
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
6000 Nathan Lane North
Minneapolis, Minnesota 55442
(763) 268-6000
(Address, including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Thomas G. Hudson, Chairman, President and Chief Executive Officer
COMPUTER NETWORK TECHNOLOGY CORPORATION
6000 Nathan Lane North
Minneapolis, Minnesota 55442
(763) 268-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Morris M. Sherman, Esq. Bruce Alan Mann, Esq.
Leonard, Street and Deinard Professional Association Morrison & Foerster LLP
150 South Fifth Street, Suite 2300 425 Market Street
Minneapolis, Minnesota 55402 San Francisco, California 94105
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-80841
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount To Be Offering Price Per Aggregate Offering Registration
Titles Of Shares To Be Registered Registered(1) Security(2) (3) Price(1) (2) Fee
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Convertible Subordinates Notes........... (3) (3) (3)
Common Stock, $.01 par value (4)......... (3) (3) (3)
Total........................... $20,000,000 (3) $20,000,000(5) $5,280(6)(7)
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(1) Convertible subordinated notes may be issued with original issue discount
such that the aggregate initial offering price will not exceed $20,000,000,
together with other securities issued hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(3) Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
(4) The convertible subordinated notes are also convertible into shares of
common stock. This registration statement also covers an indeterminate
number of shares of common stock to be issued upon conversion of the
convertible subordinated notes. This registration statement also
includes preferred share purchase rights issuable under the Registrant's
Rights Agreement.
(5) No separate consideration will be received for shares of common stock
issued upon conversion of the convertible subordinated notes and therefore
no additional registration fee is payable under Rule 457(i).
(6) Calculated pursuant to Rule 457(o).
(7) Paid by wire transfer on October 3, 2000.
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INCORPORATION BY REFERENCE
The Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of Computer
Network Technology Corporation, a Minnesota corporation, and convertible
subordinated notes, for an offering pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. The contents of the earlier effective registration
statement (Registration No. 333-80841) are incorporated in this Registration
Statement by reference.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) on October
3, 2000 it instructed its bank to pay the Commission the filing fee set forth in
the cover page of this Registration Statement by a wire transfer of such amount
to the Commission's account at Mellon Bank as soon as practicable (but no later
than the close of business on October 3, 2000), (ii) it has not and will not
revoke such instructions, (iii) it has sufficient funds in the relevant account
to cover the amount of such filing fee, and (iv) it confirmed receipt of such
instructions by its bank during the bank's regular business hours on October 3,
2000.
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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-3 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 October ,
2000.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By /s/ Gregory T. Barnum
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Name: Gregory T. Barnum
Title: Vice President of Finance,
Chief Financial Officer
and Corporate Secretary
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
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/s/ Thomas G. Hudson
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Thomas G. Hudson Chairman of the Board, President and October 4, 2000
Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Gregory T. Barnum
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Gregory T. Barnum Vice President of Finance, Chief October 4, 2000
Financial Officer and Corporate
Secretary(Principal Financial Officer)
/s/ Jeffrey A. Bertelsen
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Jeffrey A. Bertelsen Corporate Controller and Treasurer October 4, 2000
(Principal Accounting Officer)
/s/ *
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Patrick W. Gross Director October 4, 2000
/s/ *
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Erwin A. Kelen Director October 4, 2000
/s/ *
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Lawrence Perlman Director October 4, 2000
/s/ *
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John A. Rollwagen Director October 4, 2000
* By /s/ Gregory T. Barnum
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Attorney-in-fact
Gregory T.Barnum
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INDEX TO EXHIBITS
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Exhibit Description
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1.1 Form of Underwriting Agreement.*
4.1 Specimen Certificate for Shares of Common Stock.**
5.1 Opinion of Leonard, Street and Deinard Professional Association.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Leonard, Street and Deinard Professional Association
(included in Exhibit 5.1).
24.1 Power of Attorney.**
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* Incorporated by reference to our Report on Form 8-K dated October 3,
2000.
** Incorporated by reference to our Registration Statement on Form S-3
(Registration Number 333-80841).
