<PAGE>
This Form of Prospectus is filed with
the Securities and Exchange Commission
Pursuant to Rule 424(b)(3) of the
Securities Act of 1993. Registration
Statement No. 333-05379
PROSPECTUS
ANCOR COMMUNICATIONS, INCORPORATED
-------------------
689,050 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
-------------------
This Prospectus relates to an aggregate of 689,050 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of Ancor
Communications, Incorporated, a Minnesota corporation ("Ancor" or the
"Company"), that may be sold from time to time by the shareholders named herein
(the "Selling Shareholders"). See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Shares. The Company has agreed to pay
the expenses of registration of the Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the Nasdaq SmallCap Market or the Pacific Stock Exchange in brokerage
transactions at prevailing market prices or in transactions at negotiated
prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the Nasdaq SmallCap Market and the Pacific
Stock Exchange. On June 26, 1996, the last sale price of the Common Stock as
reported on the Nasdaq SmallCap Market was $16.50 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is June 28, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of the Company is listed on the Nasdaq SmallCap
Market and the Pacific Stock Exchange, and reports, proxy statements and other
information concerning the Company can also be inspected at such exchanges. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits thereto which the Company has filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), and to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-KSB for the year ended December 31,
1995;
(b) the Quarterly Report on Form 10-QSB for the quarter ended March
31, 1996; and
(c) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated March 11, 1994, and any amendment or report
filed for the purpose of updating such description filed subsequent to the
date of this Prospectus and prior to the termination of the offering
described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is 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
subsequently filed document which also is or is 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 this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Lee Lewis, Chief Financial Officer, Ancor Communications,
Incorporated, 6130 Blue Circle Drive, Minnetonka, Minnesota 55343, telephone
number (612) 932-4000.
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<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
Incorporated in 1986, Ancor Communications, Incorporated is recognized as a
leading developer of Fibre Channel network products. Fibre Channel is a high
bandwidth, low latency advance in data communications technology developed under
the auspices of the American National Standards Institute ("ANSI"). Ancor
develops, manufactures, and markets Fibre Channel switches, interface adapters
and application specific integrated circuits ("ASICs").
In 1992, Ancor delivered its first prototype Fibre Channel switches and
interface adapters. Commercial Fibre Channel switch and interface deliveries
began in 1993. Joint development and marketing alliances and significant
customer relationships have been achieved with major industry players such as
IBM, Hewlett-Packard, AT&T, Sun Microsystems and Sequent Computer Systems, Inc.
Ancor's Fibre Channel products are used by organizations worldwide for enhanced
network performance, scalability and connectivity. Fibre Channel enables the
transfer of data at speeds ranging from 125 Mbps to 1 Gigabit per second, which
is approximately 10 to 100 times faster than the speeds of other existing local
area networks.
Since it's inception, Ancor's core technology has been built around the
utilization of fiber optic cable for data transmission. Originally, through its
Anderson Cornelius division, the Company provided fiber optic manufacturing data
collection systems to Ford Motor Company. In 1989, Ancor began selling its fiber
optic defense communication products to the U.S. Navy. Its current Fibre Channel
product category was initiated in 1988 when Ancor participated as an original
member of the founding task group of the ANSI committee dedicated to the
creation of the Fibre Channel standard. Today Ancor -- an active member of the
ANSI Fibre Channel committee and the Fibre Channel Association -- focuses
entirely on the development of Fibre Channel solutions.
Its principal executive offices are located at 6130 Blue Circle Drive,
Minnetonka, Minnesota 55343, (telephone number (612) 932-4000). For further
information concerning Ancor, see the documents incorporated by reference herein
as described under "Incorporation of Certain Documents by Reference."
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<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information, as of June 4, 1996, as
to the maximum number of Shares that may be sold by each of the Selling
Shareholders pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number Maximum Number
of Shares Number of Shares
Beneficially of Shares to be Beneficially
Owned Prior Sold Pursuant to Owned After
Name to Offering this Prospectus Offering
------------------------------ ------------ ---------------- ------------
<S> <C> <C> <C>
Walter W. Bednarczyk..................... 20,000 20,000(1) 0
Donald R. Brattain....................... 50,000 50,000(1) 0
Sandra C. Chapman........................ 10,000 10,000(1) 0
Christianson Investment Company.......... 40,000 40,000(1) 0
Six C's Investment Corporation........... 20,000 20,000(1) 0
Stan and Carol Eilers.................... 11,000 11,000(1) 0
Kelly M. Farrell......................... 11,000 11,000(1) 0
Founding Partners II Limited
Partnership......................... 50,000 50,000(1) 0
Wayne Lund............................... 10,000 10,000(1) 0
Charles J.B. Mitchell Jr................. 20,000 20,000(1) 0
Meridith Lee Christianson
Irrevocable Trust................... 5,454 5,454(1) 0
Carolyn T. Rasley Irrevocable Trust...... 5,454 5,454(1) 0
Allison Christianson Irrevocable Trust... 5,454 5,454(1) 0
Stacy A. Christianson Irrevocable Trust.. 5,454 5,454(1) 0
Michael D. Rasley Irrevocable Trust...... 5,454 5,454(1) 0
Jennifer R. Higgins Irrevocable Trust.... 5,455 5,455(1) 0
Christopher Higgins Irrevocable Trust.... 5,455 5,455(1) 0
Elizabeth Helen Freeman
Irrevocable Trust.................... 5,455 5,455(1) 0
James G. Freeman, Jr. Irrevocable Trust.. 5,455 5,455(1) 0
Laura W. Christianson
Irrevocable Trust.................... 5,455 5,455(1) 0
Kelly Higgins Irrevocable Trust.......... 5,455 5,455(1) 0
Robert and Louise Schmiege............... 10,000 10,000(1) 0
Sekhavat Ltd............................. 10,000 10,000(1) 0
James W. Swenson......................... 10,000 10,000(1) 0
David and Susan Thymian.................. 11,000 11,000(1) 0
Charles E. Underbrink.................... 10,000 10,000(1) 0
Alvin S. Zelickson....................... 10,000 10,000(1) 0
William and Catherine Swanson............ 5,000 5,000(1) 0
H. Vincent O'Connell..................... 20,000 20,000(1) 0
H.K. Financial Corporation............... 12,000 12,000(1) 0
John G. Kinnard and Company,
Incorporated........................ 255,500 180,000(2) 75,500
Jerry Johnson............................ 1,500 1,500(2) 0
Mike Norton.............................. 7,000 7,000(2) 0
Joseph Radecki........................... 7,000 7,000(2) 0
George Mitchell, Jr...................... 1,500 1,500(2) 0
Paul Edwards............................. 1,500 1,500(2) 0
Ed Elverud............................... 1,500 1,500(2) 0
Glen Archer.............................. 1,924 1,924(3) 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Lance T. Bury............................ 3,464 3,464(3) 0
P. Bradford Hathorn...................... 3,464 3,464(3) 0
Michael C. Kendrick...................... 27,092 27,092(3) 0
Eric S. Swartz........................... 27,093 27,093(3) 0
Joseph H. Hale........................... 10,691 10,691(3) 0
Enigma Investments Limited............... 4,237 4,237(3) 0
Charles Krusen........................... 5,085 5,085(3) 0
David K. Peteler......................... 3,000 3,000(3) 0
Dwight B. Bronnum........................ 1,500 1,500(3) 0
Robert L. Hopkins........................ 1,500 1,500(3) 0
</TABLE>
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(1) Represents shares issued upon the exercise of Warrants acquired in
connection with a private placement of Notes and Warrants pursuant to an
Offering Memorandum dated as of October 27, 1993.
(2) Represents shares issued upon the exercise of Warrants granted to John G.
Kinnard and Company, Inc. in connection with such company's role as
underwriter for Ancor's initial public offering of Common Stock in May
1994.
(3) Represents shares issued upon the exercise of Warrants granted to Swartz
Investments, L.L.C. in connection with such company's role as placement
agent for a private placement of Ancor's Series A Preferred Stock in March
1996.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including legal and accounting fees.
The Selling Shareholders may offer and sell the Shares from time to time in
transactions on the Nasdaq SmallCap Market or the Pacific Stock Exchange, in
brokerage transactions at prevailing market prices or in transactions at
negotiated prices. Sales may be made to or through brokers or dealers who may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of Shares for whom such brokers or
dealers may act as agent or to whom they may sell as principal, or both. As of
the date of this Prospectus, the Company is not aware of any agreement,
arrangement or understanding between any broker or dealer and the Selling
Shareholders.
The Selling Shareholders and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of Shares as principals
may be deemed underwriting compensation under the Securities Act.
EXPERTS
The financial statements of Ancor appearing in the Company's Annual Report
on Form 10-KSB filed March 29, 1996, have been audited by McGladrey & Pullen,
LLP, independent auditors, to the extent set forth in their report included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
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