As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 33-
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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ADTRAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0918200
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
901 Explorer Boulevard, Huntsville, Alabama 35806-2807
(Address of principal executive offices, including zip code)
ADTRAN, Inc. 1996 Employees Incentive Stock Option Plan
(Full title of the plan)
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Mark C. Smith Copy to:
Chairman of the Board and Chief Executive Officer
ADTRAN, Inc. Thomas Wardell, Esq.
901 Explorer Boulevard Long Aldridge Norman LLP
Huntsville, Alabama 35806-2807 One Peachtree Center, Suite 5300
(Name and address of agent for service) 303 Peachtree Street
(205) 971-8000 Atlanta, Georgia 30308
(Telephone number, including area code, (404) 527-4000
of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering fee(2)
price (2)
Common Stock,
$.01 par value
per share 2,000,000 $24.125 $48,250,000 $14,621.21
(1) The shares of Common Stock being registered represent 2,000,000 shares
of Common Stock which may be acquired pursuant to options available for
grant in the future under the ADTRAN, Inc. 1996 Employees Incentive
Stock Option Plan (the "Plan"). An undetermined number of additional
shares may be issued, or the shares registered hereunder may be
combined into an undetermined lesser number of shares, if the
antidilution provisions of the Plan become operative.
(2) The offering price of the 2,000,000 shares which may be acquired
pursuant to options available for grant in the future under the Plan is
not presently determinable. The offering price for such shares is
estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and is based upon the average of the
high and low prices of the Registrant's Common Stock on June 17, 1997
as quoted on The Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by ADTRAN, Inc. (the "Company"
or the "Registrant") with the Securities and Exchange Commission (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:
(1) The Company's Annual Report on Form 10-K for the year ended on December
31 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended on
March 31, 1997; and
(3) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration No. 0-24612) as
declared effective by the Commission on August 9, 1994.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 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
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from the date of the filing of such documents.
Item 6. Indemnification of Directors and Officers
Article Eleventh of the Company's Certificate of Incorporation provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of their fiduciary duties as directors, except that, as provided by
Section 102(b)(7) of the General Corporation Law of Delaware (the "GCL"), such
personal monetary liability of a director may not be eliminated with regard to
any breach of the duty of loyalty, failing to act in good faith, intentional
misconduct or knowing violation of law, payment of an unlawful dividend,
approval of an illegal stock repurchase, or obtainment of an improper personal
benefit. Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
Article Twelfth of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Company to the extent
permitted by the GCL. Section 145 of the GCL provides for indemnification of
directors and officers from and against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement reasonably incurred by them in
connection with any civil, criminal, administrative or investigative claim or
proceeding (including civil actions brought as derivative actions by or in the
right of the corporation but only to the extent of expenses reasonably incurred
in defending or settling such action) in which they may become involved by
reason of being a director or officer of the corporation if the director or
officer acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interest of the corporation and, in addition, in
criminal actions, if he had no reasonable cause to believe his conduct to be
unlawful. If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in the
performance of his duty, he will only be entitled to such indemnity as the court
finds to be proper. Persons who are successful in defense of any claim against
them are entitled to indemnification as of right against expenses actually and
reasonably incurred in connection therewith. In all other cases, indemnification
shall be made (unless otherwise ordered by a court) only if the board of
directors, acting by a majority vote of a quorum of disinterested directors,
independent legal counsel or holders of a majority of the shares entitled to
vote determines that the applicable standard of conduct has been met. Section
145 also provides such indemnity for directors and officers of a corporation
who, at the request of the corporation, act as directors, officers, employees or
agents of other corporations, partnerships or other enterprises.
Article VI of the Company's Bylaws provides as follows:
Section 6.1. Indemnification. The Corporation shall indemnify
and advance expenses to any officer, director, employee or agent to
the full extent permitted by its Certificate of Incorporation, these
bylaws or by law.
The Company maintains directors and officers liability insurance which
will insure against liabilities that directors or officers of the Company may
incur in such capacities.
Item 8. Exhibits
Exhibit
Number Description
5 Opinion of Long Aldridge Norman LLP
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Long Aldridge Norman LLP
(included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings
A. Rule 415 Offering.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "1933 Act"), each such post-effective
amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. Subsequent Documents Incorporated by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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.
C. Indemnification of Officers, Directors and Controlling Persons.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such 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 1933 Act and will be governed by the final
adjudication of such issue.
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huntsville, State of Alabama, on June 24, 1997.
ADTRAN, INC.
By: /s/ Mark C. Smith*
Mark C. Smith
Chairman of the Board 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 as of June 24, 1997.
Signatures Title
Mark C. Smith* Chairman of the Board, Chief Executive Officer
Mark C. Smith and Director (Principal Executive Officer)
/s/ Howard A. Thrailkill President, Chief Operating Officer
Howard A. Thrailkill and Director
Lonnie S. McMillian* Senior Vice President, Secretary and Director
Lonnie S. McMillian
O. Gene Gabbard* Director
O. Gene Gabbard
William L. Marks* Director
William L. Marks
Roy J. Nichols* Director
Roy J. Nichols
James L. North* Director
James L. North
/s/ John R. Cooper Vice President-Finance and
John R. Cooper Chief Financial Officer
*By: /s/ Howard A. Thrailkill
Howard A. Thrailkill,
as Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Committee which administers the Plan has duly caused this registration statement
to be signed on its behalf, thereunto duly authorized, in the City of
Huntsville, State of Alabama, on June 24, 1997.
ADTRAN, INC. 1996 EMPLOYEES INCENTIVE STOCK OPTION PLAN
O. Gene Gabbard*
O. Gene Gabbard, Director
William L. Marks*
William L. Marks, Director
Roy J. Nichols*
Roy J. Nichols, Director
By: /s/ Howard A. Thrailkill
Howard A. Thrailkill,
as Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
5 Opinion of Long Aldridge Norman LLP
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Long Aldridge Norman LLP
inluded in Exhibit 5).
24 Powers of Attorney.
June 24, 1997
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: ADTRAN, Inc. (Commission File No. 0000926282);
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ADTRAN, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") and the filing thereof with the
Securities and Exchange Commission (the "Commission"). Pursuant to the
Registration Statement, the Company intends to register under the Securities Act
of 1933, as amended, a total of 2,000,000 shares of Company Common Stock, par
value $.01 per share (the "Plan Shares") which are issuable upon the exercise of
options which may be granted in the future pursuant to the ADTRAN, Inc. Employee
Incentive Stock Option Plan (the "Plan").
The opinions hereinafter set forth are given to the Commission at the
request of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists of the matters
set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matters. Additionally, our Opinion is
based upon and subject to the qualifications, limitations and exceptions set
forth in this letter.
Our Opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement and may not otherwise be relied
upon, used, quoted or referred to by or filed with any other person or entity
without our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Plan. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any persons or entities
other than the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company. We have not independently verified or investigated, nor do we assume
any responsibility for, the factual accuracy or completeness of such factual
statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than provisions of the General Corporation Law of the State of Delaware as
now in effect and that, in the exercise of reasonable professional judgment, are
normally considered in transactions such as the issuance of the Plan Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the following
opinion:
(1) the Plan Shares, when issued in accordance with the terms of
the Plan against payment in full of the purchase price
therefor set forth in the Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
LONG ALDRIDGE NORMAN LLP
By /s/ Thomas Wardell
Thomas Wardell
We consent to the incorporation by reference in this registration statement of
ADTRAN, Inc. on Form S-8 of our reports dated January 14, 1997, on our audits of
the financial statements and the financial statement schedule of ADTRAN, Inc.
as of December 31, 1996 and 1995, and for the years ended December 31, 1996,
1995, and 1994, which reports are incorporated by reference in the Annual Report
on Form 10-K.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
June 24, 1997
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James L. North, Howard A. Thrailkill and John R. Cooper, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 under the provisions
of the Securities Act of 1933, as amended, for the registration of 2,000,000
shares of Common Stock of ADTRAN, Inc. (the "Company") which may be acquired
pursuant to options available for grant in the future by the ADTRAN, Inc. 1996
Employees Incentive Stock Option Plan and to sign any and all amendments
(including 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, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, 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 any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This 18th. day of June, 1997.
/s/ Mark C. Smith
Mark C. Smith
/s/ Howard A. Thrailkill
Howard A. Thrailkill
/s/ Lonnie S. McMillian
Lonnie S. McMillian
/s/ O. Gene Gabbard
O. Gene Gabbard
/s/ William L. Marks
William L. Marks
/r/ Roy J. Nichols
Roy J. Nichols
/s/ James L. North
James L. North
