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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 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)
1999 NON-QUALIFIED STOCK AWARD 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) 1,400,000 shares $ 12.94 $ 18,116,000 $ 4,783
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(1) This Registration Statement relates to an additional 1,400,000 shares of
common stock to be registered pursuant to the 1999 Non-Qualified Stock
Award Plan, for which shares have previously been registered pursuant to
the Registrant's Registration Statement No. 333-86315.
(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
5, 2000.
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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 No.333-86315
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 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).
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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 May 25,
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
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<S> <C> <C>
/s/ Thomas G. Hudson
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Thomas G. Hudson President and Chief Executive May 25, 2000
Officer (Principal Executive
Officer) and Director
/s/ Gregory T. Barnum
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Gregory T. Barnum Chief Financial Officer (Principal May 25, 2000
Financial Officer)
/s/ Jeffrey A. Bertelsen
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Jeffrey A. Bertelsen Corporate Controller and Treasurer May 25, 2000
(Principal Accounting Officer)
/s/ Patrick W. Gross
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Patrick W. Gross Director May 25, 2000
/s/ Erwin A. Kelen
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Erwin A. Kelen Director May 25, 2000
/s/ Lawrence Perlman
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Lawrence Perlman Director May 25, 2000
/s/ John A. Rollwagen
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John A. Rollwagen Director May 25, 2000
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INDEX TO EXHIBITS
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Exhibit Page
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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 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).
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