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As filed with the Securities and Exchange Commission on July 14, 2000
Registration No. 333-
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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. 1996 Employees Incentive Stock Option Plan
(Full title of the plan)
_______________
John R. Cooper Copy to:
Vice President - Finance, Chief Financial Officer
and Treasurer Thomas P. Lauth, Esq.
ADTRAN, Inc. Long Aldridge & Norman LLP
901 Explorer Boulevard, P.O. Box 140000 303 Peachtree Street
Huntsville, Alabama 35814-4000 Suite 5300
(Name and address of agent for service) Atlanta, Georgia 30308
(256) 963-8000 (404) 527-4187
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 3,000,000 $60.094 $180,282,000.00 $47,594.45
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</TABLE>
(1) The shares of Common Stock being registered represent 3,000,000 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"). The initial 488,100 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, and
an additional 2,000,000 shares of Common Stock reserved for issuance under
the Plan were registered under a Registration Statement (Commission File
No. 333-29899) that became effective June 24, 1997. 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 3,000,000 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 July 7, 2000 as quoted on The Nasdaq
National Market.
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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 2,488,100 to 5,488,100. Two earlier Registration Statements filed
on Form S-8 (Commission File Nos. 333-4808 and 333-29899) covering 488,100
shares and 2,000,000 shares, respectively, of Common Stock issuable under the
Plan are effective. Pursuant to General Instruction E to Form S-8, the contents
of the earlier Registration Statements 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.
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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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(2) The Company's Annual Report on Form 10-K for the year ended
December 31,1999; 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.
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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
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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.
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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.
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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 Huntsville, State of Alabama, on July 14, 2000.
ADTRAN, INC.
By:/s/ Howard A. Thrailkill
-----------------------------------------------
Howard A. Thrailkill
President, Chief Operating Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints 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 any and all
amendments (including post-effective amendments) to this Registration Statement,
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 July 14, 2000.
<TABLE>
<CAPTION>
Signatures Title
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<S> <C>
/s/ Mark C. Smith Chairman of the Board, Chief Executive Officer
---------------------------------------------- and Principal Stockholder
Mark C. Smith
/s/ Howard A. Thraikill President, Chief Operating Officer and Director
----------------------------------------------
Howard A. Thrailkill
/s/ Lonnie S. McMillian Senior Vice President, Secretary, Director and
---------------------------------------------- Principal Stockholder
Lonnie S. McMillian
/s/ John R. Cooper Vice President - Finance, Chief Financial Officer and
---------------------------------------------- Treasurer
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
</TABLE>
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EXHIBIT INDEX
Exhibit
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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).
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