<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
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, P.O. Box 140000, Huntsville, Alabama 35814-4000
(Address of principal executive offices, including zip code)
ADTRAN, Inc. 1995 Directors Stock Option Plan
(Full title of the plan)
_______________
<TABLE>
<CAPTION>
<S> <C>
Mark C. Smith Copy to:
Chairman of the Board and Chief Executive Officer
ADTRAN, Inc. Thomas P. Lauth, Esq.
901 Explorer Boulevard, P.O. Box 140000 Long Aldridge & Norman LLP
Huntsville, Alabama 35814-4000 303 Peachtree Street
(Name and address of agent for service) Suite 5300
(205) 963-8000 Atlanta, Georgia 30308
(Telephone number, including area code, (404) 527-4187
of agent for service)
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
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 price (2) fee (2)
<S> <C> <C> <C> <C>
===========================================================================================
Common Stock,
$.01 par value
per share 130,000 $19.3125 $2,510,625 $697.25
===========================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent 130,000 shares of
Common Stock which may be acquired pursuant to options available for grant
in the future under the ADTRAN, Inc. 1995 Directors Stock Option Plan (the
"Plan"). The initial 70,000 shares of Common Stock reserved for issuance
under the Plan were registered under a Registration Statement (Commission
File No. 333-4808) that became effective on April 26, 1996. 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 130,000 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 May 7, 1999 as quoted on The Nasdaq
National Market.
<PAGE>
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement relates, in part, to the amendment of the Plan
to increase the number of shares of Common Stock authorized to be issued under
the Plan from 70,000 to 200,000. An earlier Registration Statement filed on
Form S-8 (Commission File No. 333-4808) covering 70,000 shares of Common Stock
issuable under the Plan is effective. Pursuant to General Instruction E to Form
S-8, the contents of the earlier Registration Statement are incorporated herein
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the instructions to
Part I of the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) of the rules promulgated
under the Securities Act of 1933, as amended. As permitted by the instructions
to Part I of the Registration Statement on Form S-8, such documents are not
filed with this Registration Statement.
<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 December
31, 1998; and
(2) 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.
<PAGE>
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 PricewaterhouseCoopers LLP
23(b) Consent of Long Aldridge & Norman LLP (included in
Exhibit 5).
24 Powers of Attorney (included on the Signature Page to this
Registration Statement).
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.
<PAGE>
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.
II-3
<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 May 13, 1999.
ADTRAN, INC.
By: /s/ Mark C. Smith
_________________________________________
Mark C. Smith
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Mark C. Smith and Howard A. Thrailkill 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 this
Registration Statement 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.
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 May 13, 1999.
Signatures Title
- ---------- -----
/s/ Mark C. Smith
- ---------------------- Chairman of the Board, Chief Executive Officer
Mark C. Smith and Principal Stockholder
/s/ Howard A. Thrailkill
- ------------------------ President, Chief Operating Officer and Director
Howard A. Thrailkill
- ---------------------- Senior Vice President, Secretary, Director and
Lonnie S. McMillian Principal Stockholder
/s/ John R. Cooper
- ---------------------- Vice President - Finance and Chief Financial Officer
John R. Cooper
/s/ W. Frank Blount
- ---------------------- Director
W. Frank Blount
/s/ William L. Marks
- ---------------------- Director
William L. Marks
/s/ Roy J. Nichols
- ---------------------- Director
Roy J. Nichols
/s/ James L. North
- ---------------------- Director
James L. North
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5 Opinion of Long Aldridge & Norman LLP
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Long Aldridge & Norman LLP (included in
Exhibit 5).
24 Powers of Attorney (included on the Signature Page to this
Registration Statement).
II-5
<PAGE>
Exhibit 5
Opinion of Long Aldridge & Norman LLP
<PAGE>
EXHIBIT 5
Long Aldridge & Norman LLP
303 Peachtree Street
Suite 5300
Atlanta, GA 30308
May 11, 1999
ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35814-4000
Re: ADTRAN, Inc. 1995 Directors Stock Option Plan
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 130,000 shares of the Company's 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. 1995 Directors Stock Option Plan (the "Plan").
The opinion hereinafter set forth is given to 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 matter 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 Company solely with regard
to the Registration Statement, may be relied upon by the Company 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.
<PAGE>
ADRAN, Inc.
May 11, 1999
Page 2
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 upon the exercise of options, in
accordance with the terms of the Plan, against payment in full of the
option exercise price therefor, 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 P. Lauth
-----------------------------
Thomas P. Lauth
<PAGE>
Exhibit 23(a)
Consent of PricewaterhouseCoopers LLP
<PAGE>
EXHIBIT 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
ADTRAN, Inc. on Form S-8 of our reports dated January 14, 1999, on our audits of
the financial statements and financial statement schedule of ADTRAN, Inc. as of
December 31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
May 11, 1999
