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Registration Statement 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
___________________
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
Employee Stock Purchase 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 Proposed maximum Proposed maximum
securities to Amount to offering price aggregate offering Amount of
be registered be registered per share/*/ price* registration fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 500,000 shares US$26-7/8 US$13,437,500 US$3,736
</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 September
2, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is a new Registration Statement covering 500,000
Common Shares which may be issued pursuant to the Newbridge Networks Corporation
Employee Stock Purchase Plan.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference and made a part hereof:
the Company's Annual Report on Form 10-K for the fiscal year ended May 2, 1999;
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 Securities Exchange Act of 1934 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 included
in the Company's Annual Report on Form 10-K for the fiscal year ended May 2,
1999 and incorporated herein by reference, for the periods indicated in their
report, have been examined by Deloitte & Touche LLP, 90 Sparks Street, Ottawa,
Ontario, independent chartered accountants, whose report on such financial
statements appear in such Annual Report and are also incorporated herein. Such
financial statements have been incorporated
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herein in reliance upon the report of Deloitte & Touche LLP given upon their
authority as experts in accounting and auditing.
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 July 6, 1999, Kent H. E. Plumley, a director of the Company and
a member of such firm, or members of his immediate family, beneficially owned
274,687 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 LLP.
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.
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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 has 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 17th day
of August, 1999.
NEWBRIDGE NETWORKS CORPORATION
By: /s/ Terence H. Matthews
--------------------------------------
Terence H. Matthews, Chairman of the
Board and Chief Executive Officer
By: /s/ Alan Lutz
--------------------------------------
Alan Lutz, President and Chief
Operating Officer 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.
Signature Title Date
--------- ----- ----
/s/ Terence H. Matthews
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(Terence H. Matthews) Chairman of the Board, August 17, 1999
Chief Executive Officer
/s/ Kenneth Wigglesworth
- ----------------------------
(Kenneth B. Wigglesworth) Executive Vice President and August 17, 1999
Chief Financial Officer
* Denzil J. Doyle, Alan D. Horn,
Trevor G. Jones, Graham C.C. Miller,
Donald Mills, Kent H.E. Plumley
John C.J. Thynne and Peter D. Charbonneau Directors
* By: /s/ Peter Nadeau
------------------------
(Peter Nadeau, Attorney-in-Fact) August 17, 1999
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EXHIBIT INDEX
Exhibit
No. Page
- ------- ----
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 LLP.
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.
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EXHIBIT 5.1
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[Opinion of Hunton & Williams]
August 27, 1999
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
Employee Stock Purchase Plan
--------------------------------
Ladies and 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 (the "Registration Statement") under the Securities Act of
1933, as amended, covering an aggregate of 500,000 Common Shares, without par
value, of the Company (the "Common Shares") issuable in connection with the
Newbridge Networks Corporation Employee Stock Purchase Plan (the "Stock Purchase
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.
For purposes of this opinion we have also assumed, with your permissionhat
each Common Share will be purchased by an eligible participant in accordance
with the terms and provisions of the Stock Purchase Plan.
Based upon the foregoing and subject to the limitations and qualifications
set forth herein, we are of the opinion that the 500,000 Common Shares offered
pursuant to the Registration Statement have been duly allotted and reserved by
the Board of Directors of the Company for issuance in connection with the Stock
Purchase Plan and, when the consideration therefor is paid to the Company in
accordance with the terms of the Stock Purchase Plan, that the Common Shares
issued to the persons so paying such consideration will be duly authorized,
validly issued, fully paid and nonassessable.
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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 Statement.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to statements referring to us in Item 5 of the
Registration Statement. 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,
Hunton & Williams
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EXHIBIT 5.2
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[Opinion of Osler, Hoskin & Harcourt]
August 27, 1999
Newbridge Networks Corporation
600 March Road
Kanata, Ontario
Canada
K2K 2E6
Re: Registration Statement on Form S-8
- Employee Stock Purchase Plan
- ---------------------------------------
In connection with the registration by you, Newbridge Networks Corporation (the
"Corporation"), of an aggregate of 500,000 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 (the "Registration Statement"), you have asked us to provide this
opinion.
The 500,000 common shares of the Corporation (the "Common Shares") registered by
the Registration Statement have been allotted and reserved by the Board of
Directors of the Corporation for issue pursuant to the Newbridge Networks
Corporation Employee Stock Purchase Plan, as amended (the "Purchase Plan").
We did not participate in the preparation of the Registration Statement or the
Prospectus dated August 27, 1999 (the "Prospectus") forming part of the
Registration Statement.
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 federal laws of Canada applicable therein.
In connection with the opinion expressed in this opinion letter, we have
considered such questions of law and examined originals or copies, certified or
otherwise identified to our satisfaction, of the articles and by-laws of the
Corporation, minutes of meetings of the directors and shareholders, as well as
such statutes and officer's certificates necessary to enable us to express the
opinion hereinafter set forth. We have assumed the genuineness of all
signatures, 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, photostatic or facsimile copies. We have also assumed the legal
capacity of all individuals.
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For the purposes of this opinion, we have further assumed that each Common Share
will be purchased by an eligible employee in accordance with the terms and
provisions of the Purchase Plan.
The opinion expressed below is based upon the articles, by-laws and resolutions
of the Corporation, the Purchase 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 500,000
Common Shares registered by the Registration Statement have been duly allotted
and reserved by the Board of Directors of the Corporation for issuance and, upon
payment of the consideration therefor in accordance with the Purchase Plan, the
Common Shares will constitute duly authorized and validly issued Common Shares
outstanding as fully paid and non-assessable shares.
We hereby consent to the inclusion of this opinion letter as an Exhibit to the
Registration Statement and to the reference to our firm name under Interests of
Named Experts and Counsel in Part II, Item 5 of the Registration Statement. 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,
OSLER, HOSKIN & HARCOURT
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EXHIBIT 23.3
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 dated August 17, 1999 of our report dated June 1, 1999
except Note 23 which is as of June 22, 1999 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
May 2, 1999, which Annual Report is incorporated by reference and made a part of
the Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Chartered Accountants
August 17, 1999
Ottawa, Canada
