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As filed with the Securities and Exchange Commission on December 28, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERILINK CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 94-2857548
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
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145 BAYTECH DRIVE
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices)
AMENDED AND RESTATED 1993 STOCK OPTION PLAN AND
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full Title of Plans)
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JOHN C. BATTY
VICE PRESIDENT, FINANCE
VERILINK CORPORATION
145 BAYTECH DRIVE
SAN JOSE, CALIFORNIA 95134
(Name and Address of Agent for Service)
(408) 945-1199
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
CORI M. ALLEN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1018
(415) 813-5600
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CALCULATION OF REGISTRATION FEE
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Proposed
Amount Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 1,200,000 $3.47 $4,164,000 $1,158
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, based upon an average of the high and low prices of Verilink
Corporation common stock reported on the Nasdaq National Market on December
22, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exhange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 333-05651, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 28, 1998, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
September 27, 1998.
4. The Company's Current Reports on Form 8-K dated as of December 1,
1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 8. Exhibits.
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5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (See signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Verilink Corporation 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 San Jose, State of California, on December 28,
1998.
VERILINK CORPORATION
By: /s/ Dannelle M. Emmett
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Dannelle M. Emmett, Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Leigh S.
Belden and Dannelle M. Emmett, and each of them, as attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Leigh S. Belden President, Chief Executive December 28, 1998
- -------------------------------- Officer and Director
Leigh S. Belden (Principal Executive Officer)
/s/ John C. Batty Vice President, Finance and December 28, 1998
- -------------------------------- Chief Financial Officer
John C. Batty (Principal Financial and
Accounting Officer)
/s/ Howard Oringer Chairman of the Board of December 28, 1998
- -------------------------------- Directors, Director
Howard Oringer
/s/ Steven C. Taylor Chief Technical Officer, December 28, 1998
- -------------------------------- Vice Chairman of the Board
Steven C. Taylor of Directors, Director
/s/ David L. Lyon Director December 28, 1998
- --------------------------------
David L. Lyon
/s/ John A. McGuire Director December 28, 1998
- --------------------------------
John A. McGuire
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (See signature page)
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Exhibit 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
December 28, 1998
Verilink Corporation
145 Baytech Drive
San Jose, California 95134
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on December 28, 1998, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,000,000 shares of your
common stock, $.01 par value (the "Common Stock") issuable upon exercise of
options which have been and will be granted pursuant to the Amended and Restated
1993 Stock Option Plan and an additional 200,000 shares of Common Stock which
will be issuable under the 1996 Employee Stock Purchase Plan, as amended
(collectively, the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock or
options to purchase shares of Common Stock under the Plans (the "Plan Shares")
and such documents as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Morrison & Foerster LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 23, 1998 appearing on page 26 of
Verilink Corporation's Annual Report on Form 10-K for the year ended June 28,
1998.
PRICEWATERHOUSECOOPERS LLP
San Jose, California
December 23, 1998
