<PAGE>
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
NEWBRIDGE NETWORKS CORPORATION
(Exact name of Registrant as specified in its charter)
Canada 98-0077506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 March Road, Kanata, Ontario, Canada K2K 2E6
(Address of Principal Executive Offices) (Zip Code)
----------------------
Newbridge Networks Corporation
Consolidated Key Employee Stock Option Plan
(Full title of the plan)
John A. Farmer
Secretary
Newbridge Networks Corporation
600 March Road
Kanata, Ontario, Canada K2K 2E6
(Name and address of agent for service)
----------------------
(613) 591-3600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
securities to Amount to Proposed maximum Proposed maximum
be registered be registered offering price per share* aggregate offering price* Amount of registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 8,745,273 shares US$ 43 1/4 US$ 378,233,057 US$ 114,616
</TABLE>
Solely for the purpose of computing the registration fee and calculated in
accordance with Rule 457(c), based upon the average of the high and low prices
for the Common Shares reported in the consolidated reporting system on June 30,
1997.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained in this Registration Statement is a combined Prospectus
which also covers an aggregate of 16,254,727 Common Shares which may be issued
pursuant to the plan registered under Registration Statement Nos. 33-51538,
33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446 as previously
filed by the Registrant on Form S-8, effective March 15, 1996. This Registration
Statement is a new Registration Statement covering additional Common Shares
which may be issued pursuant to the plan and incorporated by reference
Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276, 33-89624,
33-97472 and 333-2446 on Form S-8, as amended.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is a new Registration Statement covering additional
Common Shares which may be issued pursuant to the Consolidated Plan. The Company
previously registered other Common Shares which are reserved for issuance
pursuant to the Consolidated Plan on Form S-8 under Registration Statement Nos.
33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446
effective March 15, 1996, all of which are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference and made a part hereof:
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July
28, 1996, October 27, 1996, and January 26, 1997; the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996; and the Company's
Registration Statement on Form 8-A dated August 30, 1994 (for a description of
the Company's Common Shares).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the United States Exchange Act after the date of the Prospectus and
prior to the filing of a post-effective amendment which indicates that all
Common Shares offered by the Prospectus have been sold or that deregisters all
shares then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
The Company will provide without charge to each person to whom a copy of the
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (not including exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Secretary,
Newbridge Networks Corporation, 600 March Road, Kanata, Ontario, Canada K2K 2E6,
telephone (613) 591-3600.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Newbridge Networks Corporation and the
related financial statement schedule included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by
reference, for the periods indicated in their reports, have been examined by
Deloitte & Touche, 90 Sparks Street, Ottawa, Ontario, independent chartered
accountants, whose reports on such financial statements and financial statement
schedule appear in such Annual Report and are also incorporated herein. Such
financial statements and financial statement schedule have been incorporated
herein in reliance upon the reports of Deloitte & Touche given upon their
authority as experts in accounting and auditing.
II-1
<PAGE>
The validity of the issuance of the Common Shares offered by the Company hereby
will be passed upon for the Company by Osler, Hoskin & Harcourt, Ottawa,
Ontario. As of June 12, 1997, Kent H. E. Plumley, a director of the Company and
a member of such firm, or members of his immediate family, beneficially owned
308,924 Common Shares. The Company is also represented by Hunton & Williams, New
York, New York, who will pass upon certain legal matters relating to the Company
and the offering of the Common Shares in the United States.
Item 8. Exhibits.
5.1 Opinion of Hunton & Williams.
5.2 Opinion of Osler, Hoskin & Harcourt.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1).
23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion filed as
Exhibit 5.2).
23.3 Consent of Deloitte & Touche.
24 Powers of Attorney.(1)
- ------------------
(1) Incorporated by reference to Exhibit 25 to the Company's Registration
Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
on Form S-8 on September 1, 1992.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the United States 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kanata, Province of Ontario, Canada on the 3rd day of
July, 1997.
NEWBRIDGE NETWORKS CORPORATION
By: /s/ Terence H. Matthews
---------------------------------------------------
Terence H. Matthews, Chairman of the Board of
Directors and Chief Executive Officer
By: /s/ F. Michael Pascoe
---------------------------------------------------
F. Michael Pascoe, Executive Vice President,
United States Authorized Representative
Pursuant to the requirements of the United States Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Terence H. Matthews Chairman of the Board, July 3, 1997
- --------------------------- Chief Executive Officer
(Terence H. Matthews)
/s/ Kenneth B. Wigglesworth Vice President and Chief July 3, 1997
- --------------------------- Financial Officer
(Kenneth B. Wigglesworth)
*Denzil J. Doyle, Alan D. Directors July 3, 1997
Horn, Trevor G. Jones,
Peter C. Madsen, Graham
C. C. Miller, Donald Mills,
Kent H. E. Plumley, Daniel
C. Rusheleau, Peter Sommerer,
and John C. J. Thyme
*By: /s/ James C. Avis
---------------------------------
(James C. Avis, Attorney-in-Fact)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Page
- ------- ----
<S> <C>
5.1 Opinion of Hunton & Williams.
5.2 Opinion of Osler, Hoskin & Harcourt.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion
filed as Exhibit 5.2).
23.3 Consent of Deloitte & Touche.
24 Powers of Attorney. (1)
</TABLE>
- --------------------
(1) Incorporated by reference to Exhibit 25 to the Company's Registration
Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
on Form S-8 on September 1, 1992.
<PAGE>
Exhibit 5.1
[Opinion of Hunton & Williams]
July 3, 1997
NEWBRIDGE NETWORKS CORPORATION
600 March Road
Kanata, Ontario K2K 2E6
Canada
NEWBRIDGE NETWORKS CORPORATION
Registration Statement on Form S-8
Offering of Common Shares Under
Newbridge Networks Corporation
Consolidated Key Employee Stock Option Plan
-------------------------------------------
Gentlemen:
We have acted as United States counsel for Newbridge Networks
Corporation, a corporation incorporated under the Canada Business Corporations
Act (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8, which incorporates by reference Registration
Statement Nos. 333-2446, 33-97472, 33-89624, 33-78276, 33-68710, 33-55964, and
33-51538 previously filed by the Company on Form S-8 (collectively, the
"Registration Statements"), under the Securities Act of 1933, as amended,
covering an aggregate of 25,000,000 Common Shares, without par value, of the
Company (the "Common Shares") issuable pursuant to the exercise of stock options
granted under the Newbridge Networks Corporation Consolidated Key Employee Stock
Option Plan (the "Consolidated Plan") and certain predecessor stock option plans
of the Company that have been amalgamated into and replaced by the Consolidated
Plan. We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for purposes of this opinion. In this
examination, except with respect to documents executed by officers of the
Company in our presence, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as reproductions or
certified copies, and the authenticity of the originals of such latter
documents.
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
July 3, 1997
Page 2
For purposes of this opinion we have also assumed, with your permission:
(i) that the Board of Directors of the Company, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken all action necessary to authorize the Predecessor
Plans (as such plans are defined in the Registration
Statements), each of which has been amended and restated by,
and consolidated into, the Consolidated Plan;
(ii) that the Board of Directors of the Company, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken or will take all action necessary to authorize the
grant of options to purchase Common Shares pursuant to the
Consolidated Plan;
(iii) that each option so authorized has been or will be duly granted
to an eligible participant in accordance with the terms and
provisions of the applicable Predecessor Plan, the terms and
provisions of which have been superseded and replaced by the
Consolidated Plan, or of the Consolidated Plan; and
(iv) that the shareholders of the Company approve (a) an increase in
the maximum number of Common Shares issuable upon exercise of
options granted under the Consolidated Plan from 22,000,000 to
25,000,000 at the next meeting of shareholders of the Company,
provided that such shareholder approval is in effect prior to
the time any options become exerciseable that represent the
right to purchase Common Shares which result in greater than
22,000,000 Common Shares being issuable or having been issued
upon exercise of options, and (b) deletion of the provision
of the Consolidated Plan that precluded the Employee
Compensation Committee from granting any option which would
have the effect of causing the total number of Common Shares
issuable upon exercise of options granted under the
Consolidated Plan to exceed the lesser of 22,000,000 Common
Shares or 10 percent of the number of Common Shares
outstanding, provided that such shareholder approval is in
effect prior to the time any options become exerciseable that
represent the right to purchase Common
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
July 3, 1997
Page 3
Shares which result in the aggregate number of Common Shares
issuable upon exercise of options exceeding such limitation.
Based upon the foregoing and subject to the limitations and
qualifications set forth herein, we are of the opinion that the 25,000,000
Common Shares offered pursuant to the Registration Statements have been duly
allotted and reserved by the Board of Directors of the Company for issuance upon
the exercise of options and, when the consideration therefor is paid to the
Company in accordance with the terms of such options, that the Common Shares
issued to the persons exercising such options will be duly authorized, validly
issued, fully paid and nonassessable.
We are members of the bar of the State of New York and, accordingly,
we express no opinion as to the effect of the laws of any jurisdiction other
than the Federal laws of the United States of America and the laws of the State
of New York upon the matters referred to herein, in each case as such laws are
in effect on the date hereof. With respect to matters expressed herein relating
to the Company, to the extent such matters are governed by the laws of the
Province of Ontario and the laws of Canada applicable therein, we have relied on
the opinion of Osler, Hoskin & Harcourt of even date herewith filed as Exhibit
5.2 to the Registration Statements.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statements and to statements referring to us in Item 5 of the
Registration Statements. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ HUNTON & WILLIAMS
<PAGE>
Exhibit 5.2
[Opinion of Osler, Hoskin & Harcourt]
July 3, 1997
Newbridge Networks Corporation
600 March Road
P.O. Box 13600
KANATA ON K2K 2E6
Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-8
- --------------------------------------
In connection with the registration by you, Newbridge Networks Corporation (the
"Corporation"), of 8,745,273 common shares of the Corporation with the
Securities and Exchange Commission in the United States of America under the
United States Securities Act of 1933 (the "Act") by a Registration Statement on
Form S-8, and the registration of an aggregate of 16,254,727 common shares of
the Corporation by Registration Statement No. 333-2446 on Form S-8, by
Registration Statement No. 33-97472 on Form S-8, by Registration Statement No.
33-89624 on Form S-8, by Registration No. 33-78276 on Form S-8, by
Registration Statement No. 33-68710 on Form S-8, by Registration Statement No.
33-55964 on Form S-8, and by Registration Statement No. 33-51538 on Form S-8
(collectively the "Registration Statements"), you have asked us to provide this
opinion.
The 25,000,000 common shares of the Corporation (the "Common Shares")
collectively registered by the Registration Statements have been allotted and
reserved by the Board of Directors of the Corporation for issue pursuant to the
exercise of stock options ("options") granted and to be granted under the
Newbridge Networks Corporation Consolidated Key Employee Stock Option Plan, as
amended, (the "Consolidated Plan") and certain predecessor stock option plans
(each a "Predecessor Plan") of the Corporation that have been replaced by the
Consolidated Plan.
We did not participate in the preparation of the Registration Statements or,
except for the section entitled Canadian Federal Income Tax Consequences, the
preparation of the Prospectus dated July 3, 1997 (the "Prospectus") forming part
of the Registration Statements.
<PAGE>
Page 2
We are solicitors qualified in the Province of Ontario, Canada, and accordingly,
no opinion is expressed herein as to the laws of any jurisdiction other than
Ontario and the laws of Canada applicable therein.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of the Articles and By-law of the Corporation, Minutes of meetings
of the directors, as well as such statutes and officer's certificates necessary
to enable us to express the opinion hereinafter set forth. In such examinations,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified true copies. We have
also assumed the legal capacity of all individuals signing documents.
For the purposes of this opinion we have further assumed:
(a) that the Board of Directors of the Corporation, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken all action necessary to authorize the Predecessor Plans
(as such plans are defined in the Registration Statements), each
of which has been amended and restated by, and consolidated into,
the Consolidated Plan;
(b) that the Board of Directors of the Corporation, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken or will take all action necessary to authorize the grant
of options to purchase Common Shares pursuant to the Consolidated
Plan;
(c) that each option so authorized has been or will be duly granted to
an eligible participant in accordance with the terms and
provisions of the applicable Predecessor Plan, the terms and
provisions of which have been superseded and replaced by the
Consolidated Plan, or the Consolidated Plan; and
(d) that the shareholders of the Corporation approve:
(i) an increase in the maximum number of Common Shares issuable
upon exercise of options granted under the Consolidated Plan
from 22,000,000 to 25,000,000 at the next meeting of
shareholders of the Corporation and that such shareholder
approval is provided prior to the time that any options
representing the right to acquire Common Shares which
<PAGE>
Page 3
would result in grater than 22,000,000 Common Shares
having been issued pursuant to the exercise of options
become exercisable; and
(ii) the deletion of the provision in the Consolidated Plan
which precluded the Employee Compensation Committee from
granting any option which would have the effect of causing
the total number of Common Shares issuable upon exercise
of options granted under the Consolidated Plan to exceed
the lesser of 22,000,000 Common Shares or 10% of the
number of Common Shares outstanding and that such
shareholder approval is provided prior to the time that
any options become exercisable which, upon exercise, could
result in such limitation being exceeded.
The opinion expressed below is based upon the Articles, By-law and Resolutions
of the Corporation, the Predecessor Plans and Consolidated Plan, and applicable
laws, as they exist at the date of this letter.
Based upon and subject to the foregoing, we are of the opinion that the
25,000,000 Common Shares registered by the Registration Statements have been
duly allotted and reserved by the Board of Directors of the Corporation for
issuance upon the exercise of options and, when options are exercised and
consideration therefor is paid to the Corporation in accordance with the
exercise terms of said options, the Common Shares issued by the Corporation to
the person exercising the option will constitute duly authorized and validly
issued Common Shares outstanding as fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter as an Exhibit to the
Registration Statements and to the reference to our firm name under Interests of
Named Experts and Counsel in Part II, Item 5 of the Registration Statements.
This consent is not and is not to be deemed an admission that we are persons
whose consent is required by Section 7 of the Act or the Rules and Regulations
promulgated thereunder by the United States Securities and Exchange Commission.
Yours truly,
/s/ OSLER, HOSKIN & HARCOURT
HBH/FJT
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 3, 1996 on our audit of the
consolidated financial statements of Newbridge Networks Corporation that appear
in the Annual Report of Newbridge Networks Corporation on Form 10-K for the
fiscal year ended April 30, 1996, which Annual Report is incorporated by
reference and made a part of the Registration Statement, and of our report dated
June 3, 1996 on the related financial statement schedule appearing in such
Annual Report, and the reference to us under the heading "Interests of Named
Experts and Counsel" in the Registration Statement.
Deloitte & Touche
Chartered Accountants
July 2, 1997
Ottawa, Canada
