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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
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 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 18,745,273 shares US$26-7/8 US$503,779,212 US$140,051
- ------------------------------------------------------------------------------------------------
</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.
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 17,254,727 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, 333-2446 and 333-30777 as
previously filed by the Registrant on Form S-8, effective July 3, 1997. This
Registration Statement is a new Registration Statement covering additional
Common Shares which may be issued pursuant to the plan and incorporates by
reference Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276,
33-89624, 33-97472, 333-2446 and 333-30777 on Form S-8, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is a new Registration Statement covering additional
Common Shares that may be issued pursuant to the Newbridge Networks Corporation
Consolidated Key Employee Stock Option 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, 333-2446, and 333-30777, effective July 3, 1997,
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 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
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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 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 17/th/ 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Terence H. Matthews
- -------------------------------------
(Terence H. Matthews) Chairman of the Board, August 17, 1999
Chief Executive Officer
/s/ Kenneth Wigglesworth
- -------------------------------------
(Kenneth B. Wigglesworth) Executive Vice President August 17, 1999
and 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 August 17, 1999
--------------------------------
(Peter Nadeau, Attorney-in-Fact)
</TABLE>
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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
Consolidated Key Employee Stock Option 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, which incorporates by reference Registration Statement
Nos. 333-30777, 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 36,000,000 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.
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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; and
(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.
Based upon the foregoing and subject to the limitations and qualifications
set forth herein, we are of the opinion that the 36,000,000 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,
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
- Consolidated Key Employee Stock Option Plan
----------------------------------------------
In connection with the registration by you, Newbridge Networks Corporation (the
"Corporation"), of an aggregate of 36,000,000 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, which incorporates by reference Registration Statement
Nos. 333-30777, 333-2446, 33-97472, 33-89624, 33-78276, 33-68710, 33-55964 and
33-51538 previously filed by the Corporation on Form S-8 (collectively the
"Registration Statements"), you have asked us to provide this opinion.
The 36,000,000 common shares of the Corporation (the "Common Shares") 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
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 of the Corporation that have been
replaced by the Consolidated Plan.
We did not participate in the preparation of the Registration Statements or the
Prospectus dated August 27, 1999 (the "Prospectus") forming part of the
Registration Statements.
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:
(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
stock options to purchase Common Shares pursuant to the Consolidated
Plan; and
(c) that each stock 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.
The opinion expressed below is based upon the articles, by-laws and resolutions
of the Corporation, the Predecessor Plans, the 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
36,000,000 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 stock options and, when the stock options are
exercised and consideration therefor is paid to the Corporation in accordance
with the exercise terms of such stock options, the Common Shares issued by the
Corporation to the person exercising the stock options 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 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,
OSLER, HOSKIN & HARCOURT
JCW:slt
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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
