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Registration No. 333-__________
As filed with the Securities and Exchange Commission on January 13 , 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ANCOR COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1569659
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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6130 Blue Circle Drive
Minnetonka, Minnesota 55343
(Address, including zip code,
of registrant's principal executive offices)
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Ancor Communications, Incorporated
1995 Employee Stock Purchase Plan
(Full title of the plan)
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Kenneth E. Hendrickson
Ancor Communications, Incorporated
6130 Blue Circle Drive
Minnetonka, Minnesota 55343
(612) 932-4000
(Name, address and telephone number,
including area code, of agent for service of process)
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Copy to:
Amy E. Ayotte, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
(612) 340-6323
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 300,000 (2) $5.57815 $1,673,445.00 $466.00
$.01 par value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for shares of the Registrant's Common Stock on January 12, 1999, as
reported by the Nasdaq SmallCap Market.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 relates to additional shares of Common Stock to be issued by the
Registrant under its 1995 Employee Stock Purchase Plan (the "Plan"). Effective
as of September 1, 1998, the Board of Directors of the Registrant authorized an
increase in the number of shares of the Registrant's common stock authorized and
reserved for purchase under the Plan from 75,000 to 375,000 shares. The
Registrant intends to submit the increase to a vote of the shareholders of the
Registrant at the next annual meeting of its shareholders. The Registrant hereby
incorporates by reference the contents of its previously filed Registration
Statement on Form S-8 relating to the Plan (Commission File No. 33- 95138).
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney
II-1
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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-8 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 the 10th day of
January, 1999.
ANCOR COMMUNICATIONS, INCORPORATED
By /s/Kenneth E. Hendrickson
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Kenneth E. Hendrickson
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 January 10, 1999.
Signature Title
--------- -----
/s/Kenneth E. Hendrickson Chief Executive Officer and Director
- ----------------------------------- (principal executive officer)
Kenneth E. Hendrickson
/s/Steven E. Snyder Chief Financial Officer
- ----------------------------------- (principal financial officer)
Steven E. Snyder
* Director
- -----------------------------------
Amyl Ahola
* Director
- -----------------------------------
Gerald M. Bestler
Director
- -----------------------------------
Thomas F. Hunt, Jr.
* Director
- -----------------------------------
Paul F. Lidsky
Director
- -----------------------------------
John F. Carlson
*By/s/Kenneth E. Hendrickson
- -----------------------------------
Kenneth E. Hendrickson
II-2
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EXHIBIT INDEX TO
FORM S-8
Ancor Communications, Incorporated
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney
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Exhibit 5.1
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Ancor Communications, Incorporated
6130 Blue Circle Drive
Minnetonka, MN 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Ancor Communications, Incorporated, a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-8 relating to the sale by the Company from time to time of
up to 300,000 shares of Common Stock, $.01 par value per share, of the Company
(the "Shares") issuable under the Company's 1995 Employee Stock Purchase Plan
(the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the 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 have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be 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
above-described Registration Statement.
Dated: January 13, 1999
Very truly yours,
/s/ Dorsey & Whitney
AEA
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Exhibit 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Ancor Communications, Incorporated pertaining to the Ancor
Communications, Incorporated 1995 Employee Stock Purchase Plan, of our report
dated February 19, 1998, with respect to the financial statements of Ancor
Communications, Incorporated included in its Annual Report on Form 10-K for the
year ended December 31, 1997 filed with the Securities and Exchange Commission.
/s/McGladrey & Pullen, LLP
Minneapolis, Minnesota
January 11, 1999
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Exhibit 24
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kenneth E. Hendrickson and Steven
E. Snyder, 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-8 to be
filed under the Securities Act of 1933, as amended, for the registration of the
sale of shares of Common Stock of Ancor Communications, Incorporated to be
issued in connection with the Company's 1995 Employee Stock Purchase Plan 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: January 10, 1999
/s/Kenneth E. Hendrickson /s/Gerald M. Bestler
- -------------------------------- --------------------------------
Kenneth E. Hendrickson Gerald M. Bestler
/s/Amyl Ahola /s/Paul F. Lidsky
- -------------------------------- --------------------------------
Amyl Ahola Paul F. Lidsky
- -------------------------------- --------------------------------
John F. Carlson Thomas F. Hunt, Jr.
