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As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (I.R.S. Employer Identification Number)
of Incorporation or Organization)
127 JETPLEX CIRCLE
MADISON, ALABAMA 35758
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1993 STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
GRAHAM G. PATTISON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
127 JETPLEX CIRCLE
MADISON, ALABAMA 35758
(256) 772-3770
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
ELIOT W. ROBINSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
SIXTEENTH FLOOR
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered Per Share(1) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................ 2,900,000 $1.89 $5,481,000 $1,371
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(1) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for December 27, 2000.
(2) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") have been or will be
sent or given to participants in the plans listed on the cover of the
Registration Statement (the "Plans") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) The contents of the Registration Statements on Form S-8,
Commission File No. 333-05651, 333-69755, 333-88301 and
333-42262, including the exhibits thereto, registering shares
under the Amended and Restated 1993 Stock Option Plan and the
1996 Employee Stock Purchase Plan.
(2) Annual Report on Form 10-K for the year ended June 30, 2000
(Commission File No. 000-28562); and
(3) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of such
fiscal year.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the date upon which this offering is terminated shall be deemed to be
incorporated by reference herein and to be part hereof from the date any such
document is filed.
ITEM 8. EXHIBITS.
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<S> <C>
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23.1 Consent of Powell, Goldstein, Frazer & Murphy LLP (contained in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (See signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Madison, State of Alabama, on this the 29th day of
December 2000.
VERILINK CORPORATION
By: /s/ Graham G. Pattison
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Graham G. Pattison
President, Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Graham G. Pattison and Ronald G.
Sibold, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or their substitutes, could 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 on December 29, 2000 by the following persons in
the capacities indicated.
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<S> <C> <C>
/s/ Graham G. Pattison President, Chief Executive Officer and December 29, 2000
----------------------------------- Director
Graham G. Pattison
/s/ Ronal G. Sibold Vice President and Chief Financial Officer December 29, 2000
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Ronald G. Sibold
/s/ C. W. Smith Vice President and Corporate Controller December 29, 2000
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C. W. Smith
/s/ Howard Oringer Chairman of the Board December 29, 2000
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Howard Oringer
/s/ Steven C. Taylor Director December 29, 2000
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Steven C. Taylor
/s/ Leigh S. Belden Director December 29, 2000
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Leigh S. Belden
/s/ John E. Major Director December 29, 2000
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John E. Major
/s/ John A. McGuire Director December 29, 2000
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John A. McGuire
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP.*
23.1 Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit 5).*
23.2 Consent of PricewaterhouseCoopers LLP.*
24 Power of Attorney (see signature pages to this Registration Statement).*
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* Filed herewith.
