As filed with the Securities and Exchange Commission on July 3, 1996.
Registration No. 33-____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
BROADBAND TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 56-1615990
(State or Incorporation) (I.R.S. Employer Identification No.)
4024 Stirrup Creek Drive, P. O. Box 13737
Durham, North Carolina 27709-3737
(Address of Principal Executive Offices, including zip code)
BROADBAND TECHNOLOGIES, INC.
1992 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Salim A. L. Bhatia, President Copy to:
BroadBand Technologies, Inc. James F. Verdonik, Esq.
4024 Stirrup Creek Drive Petree Stockton, L.L.P.
P. O. Box 13737 4101 Lake Boone Trail
Durham, North Carolina 27709-3737 Suite 400
(919) 544-0015 Raleigh, North Carolina 27607
(Name, Address, and Telephone (919) 420-1700
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
To Be Registered Registered Per Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$0.01 Par Value 500,000 (1) $31.125 (2) $15,562,500 $5,366.38
</TABLE>
(1) This Registration Statement also includes such indeterminate number of
additional shares of the Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends or similar
transactions as described in the 1992 Nonqualified Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee. The
maximum offering price per share is based upon the average of the high
and low sale prices of the Common Stock of the Registrant as reported
on The Nasdaq Stock Market on June 28, 1996.
<PAGE>
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 500,000 shares of the Common
Stock of the Registrant under the BroadBand Technologies, Inc. 1992 Nonqualified
Stock Option Plan. An aggregate of 150,000 shares were previously registered for
issuance under the Plan on Form S-8 Registration Statement No. 33-67724, filed
with the Commission on or about August 20, 1993. Pursuant to General Instruction
E, the contents of the Registrant's Form S-8 Registration Statement referenced
above are hereby incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 County of Durham, State of North Carolina, on this 2nd
day of July, 1996.
BROADBAND TECHNOLOGIES, INC.
By: /s/ Salim A.L. Bhatia
Salim A.L. Bhatia
President
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Salim A.L. Bhatia and Timothy K. Oakley
and each of them 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, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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 his 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Salim A. L. Bhatia President (Principal Executive Officer) and Director July 2, 1996
- ----------------------------------
Salim A. L. Bhatia
/s/ Timothy K. Oakley Vice President, Secretary and Chief Financial Officer July 2, 1996
- ---------------------------------- (Principal Financial Officer)
Timothy K. Oakley
/s/ John R. Hutchins, III Chairman of the Board and Director July 2, 1996
- ----------------------------------
John R. Hutchins, III
/s/ J. Richard Jones Director July 2, 1996
- ----------------------------------
J. Richard Jones
Director , 1996
- ----------------------------------
Fredric R. Boswell
/s/ Richard P. Clark Director July 2, 1996
- ----------------------------------
Richard P. Clark
/s/ Charles T. Lee Director July 2, 1996
- ----------------------------------
Charles T. Lee
/s/ Lawrence A. McLernon Director July 2, 1996
- ----------------------------------
Lawrence A. McLernon
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
5 Legal opinion of Petree Stockton, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Petree Stockton, L.L.P. (Contained in
Exhibit 5).
24 Power of Attorney (Contained on signature page).
4
<PAGE>
This document constitutes part of a prospectus covering
securities that have been registered under the
Securities Act of 1933.
PROSPECTUS
BROADBAND TECHNOLOGIES, INC.
650,000 Shares
Common Stock, $.01 Par Value
--------------------
Offered Under
BROADBAND TECHNOLOGIES, INC.
1992 NONQUALIFIED STOCK OPTION PLAN
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The BroadBand Technologies, Inc. 1992 Nonqualified Stock Option Plan (the
"Plan") is available to eligible participants at BroadBand Technologies, Inc.,
4024 Stirrup Creek Drive, P.O. Box 13737, Durham, North Carolina 27709-3737.
This Prospectus may not be used for the reoffer or resale of
shares acquired pursuant to the Plan.
--------------------
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
--------------------
The date of this Prospectus is July 3, 1996.
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any of these securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
TABLE OF CONTENTS
Page
Introduction........................................... 3
Plan Information ...................................... 3
Company Information ................................... 8
-------------------
BroadBand Technologies, Inc. is subject to the reporting requirements
of the Securities Exchange Act of 1934 and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information filed by
BroadBand Technologies, Inc. can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at its Regional Offices located at
Suite 1300, 7 World Trade Center, New York, New York 10048 and the Northwestern
Atrium Center, Suite 1400, 500 East Madison Street, Chicago, Illinois
60661-2511. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.
2
<PAGE>
INTRODUCTION
This document and the documents incorporated herein by reference
constitute the Prospectus for the 650,000 shares of the Common Stock, $.01 par
value (the "Stock"), of BroadBand Technologies, Inc. (the "Company") registered
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act"), and reserved for issuance under the
BroadBand Technologies, Inc. 1992 Nonqualified Stock Option Plan (the "Plan").
The Plan was initially adopted by the Board of Directors of the Company on March
18, 1992, and was approved by the stockholders of the Company on March 18, 1992.
The Plan was amended and restated, effective March 23, 1994, which amendment and
restatement was approved by the stockholders on May 23, 1994, and was further
amended and restated on January 30, 1996, which amendment and restatement was
approved by the stockholders on May 22, 1996.
PLAN INFORMATION
Description of Plan
The following description of the Plan is merely a summary of some of
its terms and provisions, is not intended to be a complete description of the
Plan, and is qualified in its entirety by reference to the full text of the
Plan. If any part of the description of the Plan contained in this document
states anything different from the formal legal documents governing the Plan,
the formal legal Plan documents will be considered correct. A copy of the Plan
may be obtained by a participant, without charge, upon written or oral request.
Copies of the Plan, as well as additional information about the Plan and the
administrators of the Plan, may be obtained by contacting the Corporate
Secretary, BroadBand Technologies, Inc., P.O. Box 13737, Research Triangle Park,
North Carolina 27709-3737, telephone number (919) 544-0015.
The Plan is not generally subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is not a
qualified plan under Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code").
Nature and Purpose. Awards under the Plan may be made to participants
in the form of nonqualified stock options on the terms and conditions set forth
in the Plan and applicable law.
The Plan is designed, for the benefit of the Company, to secure or
retain the services of employees, officers, directors, consultants, advisors or
others who provide any service or value to the Company by promoting and
increasing personal interest in the welfare of the Company by, and providing to,
those who are primarily responsible not only for its regular operations but also
for shaping and carrying out the long-range plans of the Company and aiding its
continued growth and financial success.
3
<PAGE>
Administration. The Plan is administered by a committee appointed by
the Board of Directors (the "Board") of the Company (the "Committee"). Members
of the Committee are appointed by the Board from among its members who are
"disinterested persons" as required under Rule 16b-3 of the Securities Exchange
Act of 1934 (the "Exchange Act"), to serve at the pleasure of the Board, and may
be removed by the Board in its discretion. The Committee has the exclusive right
to interpret, construe, and administer the Plan and to select the persons
eligible to receive awards. The Committee will determine the number of stock
options subject to an award and the form, terms, conditions, and duration of
each award. The Committee's decisions will be conclusive, final, and binding
upon all parties.
The Committee is given broad discretion under the Plan to make
adjustments to awards under the Plan upon extraordinary events such as a stock
dividend, merger or consolidation of the Company.
Securities to be Offered. The Company is authorized to issue 650,000
shares of Stock under the Plan. The Stock subject to options awarded under the
Plan will be made available from the authorized and unissued shares of Stock of
the Company.
To the extent options awarded under the Plan are not exercised in full
prior to expiration or termination of the options, the unexercised shares of
Stock will not be charged against the aggregate number of shares available for
awards under the Plan and may again be subject to other options awarded under
the Plan.
Proportionate and equitable adjustments will be made by the Committee
upon the occurrence of certain events that result in changes in the outstanding
shares of Stock of the Company or that result in exchanges of shares of Stock
for a different number or class of Stock or other securities of the Company or
another corporation. These events include, without limitation, a reorganization
or recapitalization of the Company or reclassification of its shares, stock
split-up, stock dividend, or consolidation of shares of Stock of the Company,
merger or consolidation of the Company. Under such circumstances, adjustments
may be made by the Committee in the aggregate number of shares of Stock that may
be awarded under the Plan, the number of shares of Stock subject to options
previously awarded under the Plan or the terms and conditions of any award
agreement, including the price payable for the acquisition of Stock.
The Committee is also authorized to interpret the Plan and establish
and change rules and regulations relating to the Plan.
Eligible Participants. Employees, officers, directors, consultants,
advisors and others who provide any service or value to the Company are eligible
to participate in the Plan. Subject to Rule 16b-3 of the Exchange Act, the
Committee has the exclusive right to determine those persons to whom options are
to be awarded under the Plan.
Nonqualified Options. Each award of options will be evidenced by a
written agreement setting forth the terms and conditions of the options. Each
such agreement will also be subject
4
<PAGE>
to and incorporate the applicable terms and conditions of the Plan and any other
terms and conditions, not inconsistent with the Plan, required by the Committee.
The Committee is provided broad discretion to determine the terms and conditions
of the stock option agreements evidencing awards under the Plan. The terms and
conditions of stock option agreements for different participants in the Plan may
differ in the discretion of the Committee.
The Company may grant nonqualified stock options ("NQSOs") to eligible
participants to purchase shares of Stock at such time or times as determined by
the Committee.
The exercise price of an NQSO under the Plan will be as established by
the Committee in the agreement evidencing the award. Such exercise price may be
less than 100% of the fair market value at the time of grant. Thus, discounted
stock options providing for an exercise price of less than the fair market value
of the Stock at the date of the award may be granted as NQSOs under the Plan.
However, the exercise price may not be less than 50% of the fair market value at
the time of grant. The fair market value of the Stock is determined as provided
in the Plan.
Subject to the provisions of the Plan, an NQSO under the Plan will be
exercisable in full or in part from time to time as specified by the Committee
or in the stock option agreement. Upon termination of employment of the
optionee, the NQSO will lapse and cease to be exercisable upon, or within such
period following, such termination of employment, as determined by the Committee
and specified in the stock option agreement, but no NQSO may be exercised more
than ten years after it is granted.
An NQSO may also be subject to such other terms and conditions, not
inconsistent with the Plan, as determined by the Committee and specified in the
award agreement.
Amendment and Termination. Options may be granted under the Plan until
March 17, 2002, but the Plan will continue to govern options granted prior to
that date until expiration of such options.
The Board of Directors of the Company may amend the Plan without the
approval of the stockholders of the Company, except that no amendment to the
Plan may be made without approval by the Company's stockholders to the extent
that amendment would materially increase the benefits accruing to eligible
participants under the Plan, materially increase the number of shares of Stock
that may be issued pursuant to options granted under the Plan, materially modify
the requirements for eligibility for participation under the Plan, or without
the consent of the holder, decrease the number of shares of Stock issuable upon
the exercise of any option granted under the Plan or increase the exercise price
of any option granted under the Plan, except for adjustments permitted by the
terms of the Plan.
5
<PAGE>
Resale Restrictions
Participants under the Plan may not transfer options awarded under the
Plan and under certain circumstances their ability to resell shares of Stock
issued or issuable pursuant to options awarded under the Plan may be restricted.
Resale restrictions may be imposed by virtue of the provisions of a stock option
agreement and/or by application of the federal and state securities laws.
The following discussion of securities law restrictions placed upon
resale of shares of Stock acquired pursuant to the Plan assumes that any
applicable resale restrictions imposed pursuant to any stock option agreement or
other agreement entered into by the stockholder have lapsed, expired, or have
been satisfied.
Participants under the Plan and their transferees who are not
"affiliates" of the Company, as defined in Rule 405 under the Securities Act,
may from time to time sell the Stock purchased pursuant to the exercise of stock
options granted under the Plan.
The Securities Act imposes certain restrictions on the reoffer and
resale of the Stock acquired pursuant to the Plan by "affiliates" of the Company
and Stock issued upon the exercise of options prior to registration of the Stock
pursuant to the Securities Act ("Restricted Securities"). "Affiliates" of the
Company generally include the directors and certain officers of the Company and
any holder of more than 10% of the Stock. This Prospectus is not available for
reoffers or resales of the Stock acquired hereunder by persons deemed to be
"affiliates" of the Company or of Restricted Securities whether or not owned by
"affiliates" of the Company, and such reoffers or resales may be made only
pursuant to a Registration Statement under the Securities Act or pursuant to
Rule 144 promulgated under the Securities Act or another exemption from
registration.
The directors and certain officers of the Company and any holder of
more than 10% of the Stock may also be liable to the Company, pursuant to
Section 16(b) of the Exchange Act for gains realized upon the purchase and sale
or sale and purchase of any shares of the Stock within any period of less than
six months. The grant of Stock or an option to acquire Stock under the Plan is
deemed the "purchase" of the Stock for purposes of Section 16(b) liability, and
this "purchase" will be exempt from Section 16(b) liability to the extent the
transaction satisfies the requirements of Rule 16b-3 at the time. The Rule 16b-3
exemption will only be available if a six-month holding period is established.
Equity securities granted under a Rule 16b-3 plan may not be sold until at least
six months after the date of the grant of the stock. Moreover, equity securities
acquired through the exercise of a stock option granted under a Rule 16b-3 plan
may not be sold until at least six months after the date of grant of the option.
Persons subject to Section 16(b) should consult counsel for additional
information regarding these limitations on their purchase and sale of shares of
Stock.
6
<PAGE>
Tax Effects of Plan Participation
The following discussion of the federal income tax consequences of the
Plan is intended only as a summary of the federal income tax treatment of NQSOs
under the Plan as of the date of this Prospectus. The federal income tax laws
pertaining to the Plan are highly technical, and such laws are subject to change
at any time. Some variations on the federal income tax effects of Plan
participation described below may occur with respect to participation by persons
subject to Section 16(b) of the Exchange Act. Participants under the Plan are
urged to consult with their own tax advisors with respect to any applicable
federal, foreign, state and local tax consequences associated with participation
under the Plan.
Under the Code, an optionee granted an NQSO realizes no taxable income
upon receipt of the NQSO, but is deemed to have realized ordinary taxable income
equal to the excess of the fair market value of the Stock acquired at the time
of the exercise of the NQSO, over the option price paid, unless at the time of
exercise the Stock remains subject to a "substantial risk of forfeiture" as
defined in Section 83 of the Code. Whether an optionee who exercises an NQSO
under the Plan will acquire the Stock subject to such risk will depend upon the
terms of the NQSO award as determined by the Committee. The Company is required
for federal income tax purposes to withhold tax on the amount of income realized
by the optionee in the transaction.
An optionee's tax basis in shares acquired upon the exercise of an NQSO
will be the fair market value of such shares used to determine the amount of
ordinary taxable income reported by the optionee with respect to the exercise of
the NQSO. Upon any sale of such shares of Stock, the optionee's gain or loss
will therefore equal the difference between the sale price and such tax basis.
Any such gain or loss will be short-term or long-term capital gain or loss,
depending on whether the shares have been held for more than the long-term
capital gain holding period. In general, when an NQSO is exercised by the
exchange of previously acquired stock, the optionee receives a tax-free exchange
and basis carryover for old shares for an equivalent number of new shares. The
basis for any additional shares will equal the sum of the amount included in
gross income by reason of the exercise of the NQSO, plus any amount of cash paid
by the optionee upon the exercise of the NQSO.
The Company will be entitled to a deduction for federal income tax
purposes in the year the optionee must report the income in an amount equal to
the ordinary income realized by the optionee as a result of exercise of his
NQSO.
A recipient of any Stock under the Plan that is subject to a
"substantial risk of forfeiture" generally will be subject to tax at ordinary
income rates on the excess of the fair market value of the Stock, at such time
that the Stock is no longer subject to forfeiture and restrictions on transfer
for purposes of Section 83 of the Code ("restrictions"), over the purchase
price, if any, of such Stock. However, a recipient who so elects under Section
83(b) within 30 days of the date of transfer of the shares to the recipient will
have ordinary taxable income on the date of transfer of the shares equal to the
excess of the fair market value of such shares on the transfer date, determined
without regard to the restrictions, over the purchase price, if any, of such
7
<PAGE>
Stock. No additional ordinary taxable income will then be recognized when the
restrictions expire, although any gain on the disposition of the Stock will be
subject to tax as discussed below. If the shares subject to such election are
forfeited, the recipient will only be entitled to a deduction, refund, or loss
for tax purposes equal to the purchase price, if any, of the forfeited shares,
regardless of whether the recipient made a Section 83(b) election.
Upon the sale of any Stock following the expiration of the forfeiture
period for restricted stock or other stock award or upon the sale of Stock for
which a timely election under Section 83(b) was made, the participant will
realize capital gain or loss equal to the difference between the amount realized
on the sale and the participant's basis in such Stock. The holding period to
determine whether the participant has long-term or short-term capital gain will
generally begin when the restrictions expire, and the tax basis for such shares
will generally be based on the fair market value of such shares on such date.
However, if the participant timely elects to be taxed as of the date of transfer
of the shares, the holding period will commence on such date, and the tax basis
will be equal to the fair market value of the shares on such date, determined
without regard to the restrictions.
The Company will be entitled to a deduction for federal income tax
purposes in the year the participant is taxable in an amount equal to the
ordinary income realized by the participant as a result of the restricted stock
or other stock award. Any participant exercising a stock option should give the
Committee prompt written notice of any election made by the participant under
Section 83(b) of the Code.
COMPANY INFORMATION
Participants may obtain without charge copies of all documents
referenced below (other than exhibits to such documents that are not
specifically incorporated by reference in such documents) by written or oral
request to the Corporate Secretary, BroadBand Technologies, Inc., P.O. Box
13737, Research Triangle Park, North Carolina 27709-3737, telephone (919)
544-0015.
(1) The description of the Company's Common Stock contained in the
Company's Registration Statement filed with the SEC under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
(2) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(4) All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment
8
<PAGE>
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold.
The documents referenced above are incorporated by reference in this
Prospectus. Any statement contained in a statement incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or superseded such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.
A participant may also obtain, without charge, upon written or oral
request, a copy of the following documents:
(1) Any document prepared by the Company to update the information
included in this Prospectus or incorporated herein by reference.
(2) Any document constituting a part of this Prospectus.
(3) The Company's latest annual report to shareholders containing the
information required by Rule 14a-3(b) under the Exchange Act for its latest
fiscal year.
(4) All reports, proxy statements, and other communications distributed
by the Company to its stockholders generally.
(5) All other documents required to be delivered by the Company to
participants pursuant to Rule 428(b) under the Securities Act.
9
PETREE STOCKTON, L.L.P.
ATTORNEYS AT LAW
4101 LAKE BOONE TRAIL, SUITE 400
RALEIGH, NORTH CAROLINA 27607-6519
TELEPHONE (919) 420-1700
FAX (919) 420-1800 OTHER OFFICES
CHARLOTTE, N. C.
WINSTON-SALEM, N. C.
July 2, 1996
BroadBand Technologies, Inc.
4024 Stirrup Creek Drive
Suite 150
Durham, North Carolina 27703
Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement"), to be filed by BroadBand Technologies, Inc. (the "Company") with
the Securities and Exchange Commission on or about July 3, 1996 under the
Securities Act of 1933, as amended, relating to the proposed public offering of
an aggregate of an additional 500,000 shares of common stock of the Company, par
value $.01 per share (the "Common Stock"), by the Company pursuant to the
BroadBand Technologies, Inc. 1992 Nonqualified Stock Option Plan, as amended and
restated (the "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of that
examination, we advise you that, in our opinion, (i) the Plan, as amended and
restated, has been duly adopted and authorized by the shareholders of the
Company, and (ii) upon payment of the consideration as provided under the Plan
and delivery of the certificates evidencing the shares so acquired, the shares
of Common Stock issuable in accordance with the terms of the Plan and any stock
option agreement executed pursuant to such Plan will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name whenever appearing
therein. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933.
Very truly yours,
/s/ Petree Stockton, L.L.P.
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33 ) pertaining to the 1992 Nonqualified Stock Option Plan of
BroadBand Technologies, Inc. of our report dated February 7, 1996, with
respect to the financial statements of BroadBand Technologies, Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Raleigh, North Carolina
June 25, 1996
