UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DATA TRANSMISSION NETWORK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 47-0669375
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9110 West Dodge Road, Suite 200
Omaha, Nebraska 68114
(Address, including zip code, of principal executive offices)
Data Transmission Network Corporation 401(k) Plan
(Full title of the plan)
Brian L. Larson, Vice President, Chief Financial Officer,Secretary and Treasurer
9110 West Dodge Road, Suite 200
Omaha, Nebraska 68114
(402) 390-2328
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed Amount of
securities to Amount to be maximum offering maximum aggregate registration
be registered registered(1) price per share(1) offering price fee
================================================================================
Common stock,
$.001 par 300,000 $31.53(2) $9,459,000(2) $ 2,893.64
value (SOP) shares
================================================================================
(1) This Form S-8 registers additional shares made available under the plan. The
number of shares registered hereunder shall include any additional shares made
available under the plan because of adjustment in the shares on account of stock
splits or stock dividends hereafter effected by the Registrant.
(2) Estimated pursuant to Rule 457(c) of the Securities Act solely for purposes
of calculating the registration fee. The price is based upon the average of the
high and low prices of Data Transmission Network Corporation Common Stock on
October 10, 1997, as reported on the National Association of Securities\Dealers
Automated Quotations system.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
This Form S-8 consists of 6 pages. The Exhibit Index is on page 4.
<PAGE>
This Form S-8 registers additional securities of the registrant of the same
class as other securities for which a registration statement filed on Form S-8
relating to the plan is effective (Registration No. 33-50412 as amended by
Post-Effective Amendment No. 1 thereto) and is filed in order to reflect
additional shares made available under the plan. The contents of such earlier
registration statement are incorporated herein by this reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Omaha, State of Nebraska on October 13, 1997.
DATA TRANSMISSION NETWORK CORPORATION
By: /s/ Roger R. Brodersen
---------------------------------
Roger R. Brodersen
Chief Executive Officer
2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger R. Brodersen and Greg T. Sloma, and
each of them individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities (including, if applicable, his
capacity as a director and/or officer of Data Transmission Network Corporation),
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 said attorneys-in-fact and agents, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and 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 said attorneys-in-fact and agents 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 of 1933, this
Registration Statement and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Roger R. Brodersen Chairman of the Board, October 13, 1977
- -----------------------------
ROGER R. BRODERSEN Chief Executive Officer
and a Director
/s/ Greg T. Sloma Chief Operating Officer, October 13, 1997
- -----------------------------
GREG T. SLOMA President and a Director
/s/ Roger W. Wallace Senior Vice President and October 13, 1997
- -----------------------------
ROGER W. WALLACE a Director
/s/ Robert S. Herman Senior Vice President and October 13, 1997
- -----------------------------
ROBERT S. HERMAN a Director
/s/ Brian L. Larson Vice President, Chief October 13, 1997
- -----------------------------
BRIAN L. LARSON Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Jay E. Ricks Director October 13, 1997
- -----------------------------
JAY E. RICKS
/s/ David K. Karnes Director October 13, 1997
- -----------------------------
DAVID K. KARNES
/s/ J. Michael Parks Director October 13, 1997
- -----------------------------
J. MICHAEL PARKS
</TABLE>
3
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned Plan Administrator, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on October 13, 1997.
DATA TRANSMISSION NETWORK
CORPORATION 401(k) PLAN
By: DATA TRANSMISSION NETWORK
CORPORATION, Plan Administrator
By: /s/ Greg T. Sloma
------------------------------------
Greg T. Sloma
President and Chief Operating Officer
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page Number
Exhibit In Sequential
No. Numbering System
------- ----------------
<S> <C> <C> <C>
(1) 4.1 Certificate of Incorporation of
Data Transmission Network Corporation.
(1) 4.2 Bylaws of Data Transmission Network Corporation.
(2) 4.3 Data Transmission Network Corporation 401(k) Plan,
as initially adopted.
(2) 4.3(a) Amendment to the Data Transmission Network
Corporation 401(k) Plan effective January 1, 1989.
(2) 4.3(b) Amendment to the Data Transmission Network
Corporation 401(k) Plan effective July 1, 1992.
(3) 4.3(c) Amendment to the Data Transmission Network
Corporation 401(k) Plan adopted October 18, 1994.
(3) 4.3(d) Amendment to the Data Transmission Network
Corporation 401(k) Plan effective January 1, 1996.
(3) 5.1 Internal Revenue Service determination letter that the
Plan, as restated July 1, 1992, is qualified under
Section 401 of the Internal Revenue Code.
5.2 Opinion of Abrahams, Kaslow & Cassman regarding
legality of Common Stock being registered. 5
23.1 Consent of Deloitte & Touche LLP. 6
23.2 Consent of Abrahams, Kaslow & Cassman
(included in Exhibit 5.2).
24.1 Power of Attorney (included on signature page).
- -------------------------
<FN>
(1) Exhibits 4.1 and 4.2 hereto were previously filed as exhibits to the
Registration Statement of Data Transmission Network Corporation on
Form S-1 as filed December 4, 1987, and are incorporated herein by
this reference.
(2) Exhibits 4.3, 4.3(a) and 4.3(b) hereto were previously filed as
exhibits to the Registration Statement of Data Transmission Network
Corporation on Form S-8 (Registration No. 33-50412) and are
incorporated herein by this reference.
(3) Exhibits 4.3(c), 4.3(d) and 5.1 hereto were previously filed as
exhibits to Post-Effective Amendment No. 1 to the Registration
Statement of Data Transmission Network Corporation on Form S-8
(Registration No. 33-50412) and are incorporated herein by this
reference.
</FN>
</TABLE>
5
<PAGE>
EXHIBIT 5.2
October 13, 1997
Data Transmission Network Corporation
9110 West Dodge Road, Suite 200
Omaha, NE 68114
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Data Transmission Network Corporation
(the "Company") with the Securities and Exchange Commission in connection with
the registration of 300,000 shares of the $.001 par value Common Stock of the
Company (the "Shares") under the Securities Act of 1933, as amended.
We also have examined the Data Transmission Network Corporation 401(k)
Plan (the "401(k) Plan") incorporated by reference into the Registration
Statement and such corporate records, certificates and other documents as we
deemed relevant and appropriate.
It is our opinion that, when sold in accordance with the terms of the
401(k) Plan, the Shares will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
ABRAHAMS KASLOW & CASSMAN
6
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Data Transmission Network Corporation on Form S-8 of our reports dated January
31, 1997 and May 22, 1997, incorporated by reference in the Annual Report on
Form 10-K of Data Transmission Network Corporation for the year ended December
31, 1996 and appearing in the Annual Report on Form 11-K of Data Transmission
Network Corporation 401(k) Plan for the year ended December 31, 1996,
respectively.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
October 2, 1997
7
