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.
1988 INCENTIVE 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 400,000 (1) $31.125 (2) $12,450,000 $4,233.10
</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 1988 Incentive 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 400,000 shares of the Common
Stock of the Registrant under the BroadBand Technologies, Inc. 1988 Incentive
Stock Option Plan. An aggregate of 1,750,000 shares were previously registered
for issuance under the Plan on Form S-8 Registration Statement No. 33-67076,
filed with the Commission on or about August 5, 1993, and Form S-8 Registration
Statement No. 33-87630, filed with the Commission on or about December 19, 1994.
Pursuant to General Instruction E, the contents of the Registrant's Form S-8
Registration Statements 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.
2,150,000 Shares
Common Stock, $.01 Par Value
--------------------
Offered Under
BROADBAND TECHNOLOGIES, INC.
1988 INCENTIVE 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. 1988 Incentive 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............................................ 9
--------------------
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 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 2,150,000 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. 1988 Incentive Stock Option Plan (the "Plan"). The
Plan was initially adopted by the Board of Directors of the Company on July 16,
1988, and was approved by the stockholders of the Company on July 16, 1988.
Amendments and Restatements of the Plan were adopted by the Board of Directors
of the Company on March 18, 1992, March 23, 1994 and March 12, 1996,
respectively, and were approved by the stockholders of the Company on March 18,
1992, May 23, 1994 and May 22, 1996, respectively.
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., 4024 Stirrup Creek Drive, P.O. Box
13737, Durham, 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 incentive 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 incentive 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. The Committee is also
authorized to interpret the Plan and establish and change rules and regulations
relating to the Plan.
Securities to be Offered. The Company is authorized to issue 2,150,000
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.
Eligible Participants. Only key employees of the Company or its
subsidiaries are eligible to participate in the Plan. The Committee has the
exclusive right to determine those key employees to whom options are to be
awarded under the Plan.
Incentive Stock Options. Each option will be evidenced by a written
agreement setting forth the terms and conditions of the options. Each such
agreement will also be subject 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
4
<PAGE>
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 is authorized to grant incentive stock options ("ISOs")
that may be entitled to favorable tax treatment under Section 422 of the Code.
See "Tax Effects of Plan Participation" below. ISOs may be granted to eligible
participants under the Plan at such time or times as determined by the Committee
until July 15, 1998, subject to certain conditions described below.
The exercise price of an ISO under the Plan may not be less than 100%
of the fair market value of the Stock at the date of grant (110% for 10% owners
of the Company). The fair market value of the Stock will be determined for
purposes of the Plan based upon the closing price of the Stock as reported on
the exchange on which the Stock is traded for any day in question, provided at
least 100 shares of Stock were sold on such date. If there was not a sale of at
least 100 shares of Stock that day, then the fair market value shall be
determined based on the closing price of the Stock on the last day on which
there was a sale of at least 100 shares of Stock. If the Stock is not traded on
a national securities exchange, but if a broker-dealer is making a market in the
Stock, fair market value of the Stock will for purposes of the Plan will be the
mean between the highest and lowest selling prices of the Stock on that date if
at least 100 shares of Stock were sold on that date. If less than 100 shares of
Stock were sold on that date, then the fair market value shall be the mean
between the lowest asked price and the highest bid price on that date. The
Committee and the Board of Directors are also authorized to establish an
alternate method of determining fair market value of the Stock.
An ISO and any related stock right, if any, granted under the Plan must
be exercised in whole or in part from time to time within 10 years from the date
of grant (5 years for 10% owners of the Company), or such shorter period
specified by the Committee in the award agreement. Upon a termination of
employment of the optionee with the Company, as determined by the Committee in
its discretion, the ISO will lapse and cease to be exercisable upon, or within
such period following, the termination of employment, as determined by the
Committee and provided in the award agreement. In no event, however, can the
period of time during which an ISO remains exercisable following a termination
of employment exceed three months, unless employment is terminated because of
death or disability of the optionee. Following death or disability, the period
of time during which an ISO or related stock right may be exercised cannot
exceed one year after the date of death or disability. In no event can the
period of time following a termination of employment during which an ISO may be
exercised extend beyond the tenth anniversary of the grant of the ISO. An ISO
failing to meet such requirements will be treated as a nonqualified stock
option.
The amount of ISOs granted to any one participant in any year is
limited. The aggregate fair market value of the shares of Stock with respect to
which ISOs are first exercisable during any calendar year by an eligible
participant may not exceed $100,000. The aggregate fair market value of the
Stock for these purposes is determined as of the date the ISO is granted. Under
certain circumstances, the amount of an option granted in excess of the
foregoing limitation will be treated as a nonqualified stock option.
5
<PAGE>
All ISOs granted under the Plan will also be subject to such other
terms and conditions as the Committee deems necessary to impose in order to
qualify the ISO under Section 422 of the Code, as well as any other terms and
conditions not inconsistent with the provisions of the Plan as determined by the
Committee.
Amendment and Termination. Options may be granted under the Plan until
July 15, 1998, 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.
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
6
<PAGE>
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.
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 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.
Qualified Options. Although the Company has obtained neither a letter
ruling from the Internal Revenue Service (the "IRS") nor an opinion of counsel
stating that the ISO provisions of the Plan constitutes an incentive stock
option plan under the applicable federal income tax laws, it is expected that
the options granted under the ISO provisions of the Plan will qualify as ISOs
for federal income tax purposes.
In general, no taxable income will be recognized by an optionee, and no
tax deduction will be allowed to the Company, upon the grant or exercise of an
ISO. The federal income tax consequences of a disposition of Stock received
pursuant to the exercise of an ISO depends upon whether the optionee has held
the shares for the requisite holding period. If the optionee disposes of such
shares after the later to occur of (1) two years from the date of the grant of
the ISO or (2) one year after the date of the transfer of the shares to him (the
"Holding Period"), then the optionee will be taxed according to the rules of
sales and exchanges generally. The amount subject to tax is the difference
between the amount realized and the optionee's cost basis in the shares of
Stock, which difference will be capital gain if the shares are held as a capital
asset. In such event, the Company is not entitled to a tax deduction by reason
of the disposition. For purposes of this discussion, "disposition" means a
lifetime transfer of legal title, such as by
7
<PAGE>
sale, exchange, or gift, but does not include a transfer that is triggered by
death, such as one by bequest or inheritance or one made by a decedent to his
estate.
The Holding Period does not apply to an ISO that is exercised after the
optionee's death by his estate or by a person who acquired the right to exercise
it by bequest or inheritance, or otherwise by reason of the optionee's death.
The Holding Period does apply if the optionee dies after he exercises his ISO.
In that case, his estate, or any other person holding the shares acquired
pursuant to the ISO, must either hold the shares for the applicable Holding
Period or suffer the tax consequences discussed below for a "disqualifying
disposition."
A "disqualifying disposition" takes place if the optionee makes a
disposition of the shares of Stock acquired through the exercise of an ISO
before satisfying the Holding Period. If a "disqualifying disposition" occurs,
the optionee must include as ordinary income the gain realized on that
disposition to the extent of the lesser of (1) the fair market value of the
Stock on the date of exercise of the ISO minus the option price or (2) the
amount realized on the disposition minus the option price. Upon the occurrence
of a "disqualifying disposition," the Company will be entitled to deduct, as
compensation paid, the amount so included as ordinary income by the optionee.
Under the Plan, an optionee who exercises an option may be allowed to
pay for his shares with cash or with shares of Stock of the Company, including
shares acquired in a prior ISO exercise. Generally, such payment would not give
rise to recognition by the optionee of a gain or loss. If, however, an optionee
exercises an option and pays for the shares upon exercise with shares that the
optionee acquired in a prior ISO exercise but has not held for the requisite
Holding Period, the optionee will be taxed on the disposition of the shares
acquired in the prior ISO exercise as if a "disqualifying disposition" of those
shares had occurred.
In order for an ISO granted under the Plan to be governed by the
general rules pertaining to ISOs, the optionee must be an employee of the
Company for the entire time from the date the ISO is granted until three months
before its exercise. An optionee who is disabled has twelve months rather than
three months after leaving employment to exercise his ISOs. These employment
requirements do not apply if the optionee dies before exercising an ISO, but in
such circumstances the employment requirement must have been met by the employee
at his death.
The federal alternative minimum tax consequences of the exercise of an
ISO under the Plan may differ from the federal income tax consequences of such
exercise. The alternative minimum tax consequences of the disposition of shares
acquired upon the exercise of an ISO may also differ from the regular income tax
consequences of such disposition. The difference between the option price and
the fair market value of the shares upon exercise will be a preference item
subject to the federal alternative minimum tax. For purposes of the individual
alternative minimum tax, the income tax rules governing the transfer of property
in connection with the performance of services apply, not the regular income tax
rules applicable only to ISOS. For example, if an optionee acquires shares
pursuant to the exercise of an ISO under the Plan and disposes of the shares in
the same taxable year, tax treatment under the regular income tax and the
alternative minimum tax will be the same. If, however, the shares are disposed
of
8
<PAGE>
in a disqualifying disposition in a later taxable year, the difference
between the option price and the fair market value of the shares will be
included in alternative minimum taxable income in the year of exercise and in
regular taxable income, but not in alternative taxable income, in the year of
the disposition. Similarly, if an optionee acquires shares pursuant to the
exercise of an ISO under the Plan and disposes of the shares after the Holding
Period is satisfied, the difference between the option price and the fair market
value of the stock at the time of exercise will be included in alternative
minimum taxable income, but not in regular taxable income, in the year of
exercise, and for alternative minimum tax purposes the cost basis of the shares
will be the sum of the option price and the amount of income included in
alternative minimum taxable income in the year of exercise.
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., 4024 Stirrup
Creek Drive, P.O. Box 13737, Durham, 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 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.
9
<PAGE>
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.
10
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 400,000 shares of common stock of the Company, par
value $.01 per share (the "Common Stock"), by the Company pursuant to the
BroadBand Technologies, Inc. 1988 Incentive 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. ,) pertaining to the 1988 Incentive 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
