<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
ANCOR COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1569659
(State or other jurisdiction (I.R.S Employer Identification No.)
of incorporation or organization)
6130 Blue Circle Drive
Minnetonka, Minnesota 554343
(612) 932-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Copy to:
Lee B. Lewis Amy E. Lange
Ancor Communications, Incorporated Dorsey & Whitney LLP
6130 Blue Circle Drive 220 South Sixth Street
Minnetonka, Minnesota 55343 Minneapolis, MN 55402
(612) 932-4000 (612) 340-6323
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 689,050 $25.44 $17,529,432 $6,045
===============================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
June 4, 1996, as reported on the Nasdaq SmallCap Market.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
ANCOR COMMUNICATIONS, INCORPORATED
-------------------
689,050 SHARES
OF
COMMON STOCK
($.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 4, 1996, the last sale price of the Common Stock as
reported on the Nasdaq SmallCap Market was $24.375 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 6, 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.
-2-
<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."
-3-
<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
Lee 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>
-4-
<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>
- --------------------
(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.
-5-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.......... $ 6,045
Accounting Fees and Expenses.. 1,000
Legal Fees and Expenses....... 5,000
-------
Total.................... $12,045
</TABLE>
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article eight of the Company's Second Amended and Restated Articles of
Incorporation provides that a director shall not be liable to the Company or
its stockholders for monetary damages for a breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv)
for any transaction from which the director derived an improper personal
benefit, or (v) for any act or omission occurring prior to the date when such
Article eight became effective.
The Restated Bylaws of the Company provide that the officers and directors
of the Company and certain others shall be indemnified to substantially the
same extent permitted by Minnesota law.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is made or is threatened to
be made a party to any proceeding, by reason of the former or present
official capacity (as defined) of such person, against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding if
certain statutory standards are met. "Proceeding" means a threatened,
pending or complete civil, criminal, administrative, arbitration or
investigative proceeding, including one by or in the right of the
corporation. Section 302A.521 contains detailed terms regarding such right
of indemnification and reference is made thereto for a complete statement of
such indemnification rights.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
24 Power of Attorney
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change in the information set forth in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the 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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on June 5, 1996.
ANCOR COMMUNICATIONS, INCORPORATED
By /s/ Stephen C. O'Hara
---------------------------------
Stephen C. O'Hara
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 5, 1996.
Signature Title
--------- -----
/s/ Stephen C. O'Hara President, Chief Executive
--------------------------- Officer and Director (principal
Stephen C. O'Hara executive officer)
/s/ Lee B. Lewis Chief Financial Officer
--------------------------- (principal financial officer)
Lee B. Lewis
* Chairman of the Board
---------------------------
Dale C. Showers
Director
---------------------------
Gerald M. Bestler
* Director
---------------------------
Thomas F. Hunt, Jr.
*By /s/ Stephen C. O'Hara
-----------------------
Stephen C. O'Hara
II-3
<PAGE>
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
Ancor Communications, Inc.
6130 Blue Circle Drive
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Ancor Communications, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the sale of 689,050 shares (the "Shares") of common stock of the Company, par
value $.01 per share, which will be sold from time to time by the persons
named in the Registration Statement (the "Selling Shareholders") on the
Nasdaq SmallCap Market, the Pacific Stock Exchange or otherwise, directly or
through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of
all documents submitted to us as copies. We have also assumed the legal
capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority
(corporate or otherwise) to execute, deliver and perform such agreements or
instruments, that such agreements or instruments have been duly authorized by
all requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the Company and
of public officials.
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholders pursuant to the Registration Statement, upon
issuance, delivery and payment therefore in accordance with the terms of the
warrants under which the Shares are to be issued, will be duly authorized by
all requisite corporate action, validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State
of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, and to the reference to our firm under the
heading "Legal Matters" in the Prospectus constituting part of the
Registration Statement.
Dated: June 5, 1996
Very truly yours,
/s/ DORSEY & WHITNEY LLP
MT
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Form S-3
Registration Statement of our report dated March 12, 1996, on the financial
statements of Ancor Communications, Incorporated (the "Registrant"), which
report and statements appear, or are incorporated by reference, in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1995 and to the reference to our Firm under the caption "Experts" in this
Form S-3 Registration Statement.
/s/ McGLADREY & PULLEN, LLP
St. Paul, Minnesota
June 5, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen C. O'Hara and Lee B.
Lewis, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-3 to be
filed under the Securities Act of 1933, as amended, for the registration the
resale of 689,050 shares of Common Stock of Ancor Communications,
Incorporated to be issued in connection with the exercise of certain
outstanding warrants, and any and all post-effective amendments thereto, and
to file the same, with all exhibits thereto, and other 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 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 their
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 31, 1996
/s/ Stephen C. O'Hara
-------------------------- -----------------------------
Stephen C. O'Hara Gerald M. Bestler
/s/ Dale C. Showers /s/ Thomas F. Hunt, Jr.
-------------------------- -----------------------------
Dale C. Showers Thomas F. Hunt, Jr.
