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Registration No. 333-__________
As filed with the Securities and Exchange Commission on January 21, 2000
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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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6321 Bury Drive, Suite 13
Eden Prairie, Minnesota 55346
(Address, including zip code,
of registrant's principal executive offices)
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Ancor Communications, Incorporated
1994 Non-Employee Director Stock Option Plan
(Full title of the plan)
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Kenneth E. Hendrickson
Ancor Communications, Incorporated
6321 Bury Drive, Suite 13
Eden Prairie, Minnesota 55346
(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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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share(1) price registration fee
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<S> <C> <C> <C> <C>
Common stock, $.01 par value 285,000 $34.875 $9,939,375.00 $2,624.00
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(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 19, 2000, as
reported by the Nasdaq National Market.
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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 pursuant to options granted under its 1994 Non-Employee
Director Stock Option Plan (the "Plan"). The Board of Directors of the
Registrant authorized an increase in the number of shares of the Registrant's
common stock authorized and available for issuance pursuant to options granted
under the Plan from 15,000 to 300,000 shares. 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 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Ancor Communications, Incorporated
(the "Company") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
(d) Quarterly Report on Form 10-Q for the quarter ended September
30, 1999.
(e) Current Report on Form 8-K filed on June 11, 1999.
(f) Current Report on Form 8-K filed on July 16, 1999.
(g) Current Report on Form 8-K filed on July 22, 1999.
(h) Current Report on Form 8-K filed on December 8, 1999.
(i) The description of the Company's Common Stock contained in any
registration statement or report filed by the Company under
the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein 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 Registration Statement 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 Registration
Statement.
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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 KPMG LLP
23.3 Consent of McGladrey & Pullen, LLP
24 Power of Attorney
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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 20th day of
January, 2000.
ANCOR COMMUNICATIONS, INCORPORATED
By /s/ Steven E. Snyder
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Steven E. Snyder
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 20, 2000
Signature Title
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Kenneth E. Hendrickson* Chief Executive Officer and Director
(principal executive officer)
/s/ Steven E. Snyder Chief Financial Officer
- ------------------------- (principal financial officer)
Steven E. Snyder
Amyl Ahola* Director
- ------------------------- Director
Gerald M. Bestler
Thomas F. Hunt, Jr.* Director
Paul F. Lidsky* Director
- ------------------------- Director
John F. Carlson
Michael L. Huntley* Director
*By /s/ Steven E. Snyder
- -------------------------
Steven E. Snyder
Attorney-in-Fact
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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 KPMG LLP
23.3 Consent of McGladrey & Pullen, LLP
24 Power of Attorney
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EXHIBIT 5.1
[LETTERHEAD OF DORSEY & WHITNEY LLP]
Ancor Communications, Incorporated
6321 Bury Drive, Suite 13
Eden Prairie, Minnesota 55346
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 filed with the Securities and Exchange Commission for the
purpose of registering an additional 285,000 shares of Common Stock, $.01 par
value per share (the "Shares") to be awarded pursuant to the Company's 1994
Non-Employee Director Stock Option 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 21, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
AEA
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Ancor Communications, Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Minneapolis, Minnesota
January 21, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANT
We herebyconsent to the incorporation by reference in the Registration Statement
(Form S-8) of Ancor Communications, Incorporated pertaining to the Ancor
Communications, Incorporated 1994 Non-Employee Director Stock Option Plan, as
amended through September 15, 1997, of our report dated February 19, 1998, with
respect to the 1996 and 1997 financial statements of Ancor Communications,
Incorporated included in its Annual Report on Form 10K for the year ended
December 31, 1998 filed with the Securities and Exchange Commission.
/s/ McGladrey & Pullen, LLP
Minneapolis, Minnesota
January 21, 2000
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EXHIBIT 24
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
shares of Common Stock of Ancor Communications, Incorporated (the "Company") to
be available for issuance pursuant to options granted under the Company's 1994
Non-Employee Director Stock Option 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 19, 2000
/s/ Kenneth E. Hendrickson
- --------------------------------- ---------------------------------
Kenneth E. Hendrickson Gerald M. Bestler
/s/ Amyl Ahola /s/ Paul F. Lidsky
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Amyl Ahola Paul F. Lidsky
/s/ Thomas F. Hunt, Jr.
- --------------------------------- ---------------------------------
John F. Carlson Thomas F. Hunt, Jr.
/s/ Michael L. Huntley
- ---------------------------------
Michael L. Huntley
