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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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DELAWARE 94-2857548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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127 JETPLEX CIRCLE
MADISON, ALABAMA 35758
(Address of Principal Executive Offices) (Zip Code)
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VERILINK CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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GRAHAM G. PATTISON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
127 JETPLEX CIRCLE
MADISON, ALABAMA 35805
(256) 772-3770
(Name, address and telephone number, including area code, of agent for service)
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Copies of Communications To:
JOHN H. COOPER, ESQ.
SIROTE & PERMUTT, P.C.
2311 HIGHLAND AVENUE SOUTH
BIRMINGHAM, ALABAMA 35205
TEL: (205) 930-5108
FAX: (205) 930-5101
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE
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Common Stock, $.01 par value 100,000 shares $13.00 $1,300,000.00 $343.20
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(1) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h), on the basis of the price of
securities of the same class, as determined in accordance with Rule 457(c),
using the average of the high and low prices for the Common Stock reported on
The Nasdaq Stock Market on July 20, 2000, which was $13.00 per share.
INCORPORATION BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "SEC"):
1. The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form 8-A dated June
7, 1996 filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
2. The contents of the earlier Registration Statements filed with
the SEC on June 10, 1996 (File No. 333-05651), December 28,
1998 (File No. 333-69755) and October 1, 1999 (File No.
333-88301), including the exhibits thereto, registering shares
under the 1996 Employee Stock Purchase Plan.
ITEM 8. EXHIBITS
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Exhibit No. Description of Exhibit
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5 Opinion of Sirote & Permutt, P.C.
23 Consent of Sirote & Permutt, P.C.
(contained in opinion of counsel filed in Exhibit 5 hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-8 and has duly caused this registration
statement to be singed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Alabama, on this 25th day of July,
2000.
VERILINK CORPORATION
By: /s/ Graham G. Pattison
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Graham G. Pattison
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ Graham G. Pattison
--------------------------------- President, Chief Executive Officer July 25, 2000
Graham G. Pattison and Director (Principal Executive
Officer)
/s/ Ronald Sibold
--------------------------------- Vice President and Chief Financial July 25, 2000
Ronald Sibold Officer (Principal Financial and
Accounting Officer)
/s/ C. W. Smith
--------------------------------- Vice President and Corporate July 25, 2000
C. W. Smith Controller
/s/ Howard Oringer
--------------------------------- Director July 25, 2000
Howard Oringer
/s/ Steven C. Taylor
--------------------------------- Director July 25, 2000
Steven C. Taylor
/s/ Leigh S. Belden
--------------------------------- Director July 25, 2000
Leigh S. Belden
/s/ John Major
--------------------------------- Director July 25, 2000
John Major
/s/ John A. McGuire
--------------------------------- Director July 25, 2000
John A. McGuire
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
<S> <C>
5 Opinion of Sirote & Permutt, P.C.
23 Consent of Sirote & Permutt, P.C.
(contained in opinion of counsel filed in Exhibit 5 hereto)
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