Minnesota (State or other jurisdiction of incorporation or organization) |
41-0743912 (I.R.S. Employer Identification No.) |
Amount | Proposed maximum | Proposed maximum | ||||||||||||||||||||
to be | offering price per | aggregate offering | Amount of | |||||||||||||||||||
Title of securities to be registered | registered(1)(2) | share | price(3) | registration fee | ||||||||||||||||||
Common Stock, par
value $0.20 per
share |
259,485 shares | N/A | $4,385,296.50 | $134.63 | ||||||||||||||||||
(1) | Represents options to purchase 259,485 shares of common stock of ADC Telecommunications, Inc. that may be granted pursuant to the ADC/LGC Wireless, Inc. 2007 Stock Plan. | |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any shares of common stock issuable upon exercise of additional options that may be granted under the ADC/LGC Wireless, Inc. 2007 Stock Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(3) | Calculated solely for the purpose of this offering based on the high and low sales prices of the common stock reported on the Nasdaq Global Select market on December 12, 2007. |
(a) | Our Annual Report on Form 10-K for the year ended October 31, 2007, as amended; | ||
(b) | Our Current Reports on Form 8-K filed on November 15, 2007, November 16, 2007 and December 19, 2007; and | ||
(c) | The description of our common stock and preferred stock purchase rights contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description. |
| has not been indemnified by another organization; | ||
| acted in good faith; | ||
| has not received an improper personal benefit and Section 255 regarding director conflicts of interests, if applicable, has been satisfied; | ||
| assuming the case is a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful; and |
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| reasonably believed that the conduct was in the best interests of the company or, in the case of an officer or director who is or was serving at the request of the company as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the company. |
4.1 |
Restated Articles of Incorporation of ADC Telecommunications, Inc., conformed to incorporate amendments dated January 20, 2000, June 30, 2000, August 13, 2001, March 2, 2004 and May 9, 2005 (incorporated by reference to Exhibit 3-a to ADCs Quarterly Report on Form 10-Q for the quarter ended July 29, 2005). | |
4.2 |
Restated Bylaws of ADC Telecommunications, Inc. effective April 18, 2005 (incorporated by reference to Exhibit 3-f to ADCs Quarterly Report on Form 10-Q for the quarter ended April 29, 2005). | |
4.3 |
Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (incorporated by reference to Exhibit 4-a to ADCs Quarterly Report on Form 10-Q for the quarter ended April 29, 2005). | |
4.4 |
Rights Agreement, as amended and restated as of May 9, 2007, between ADC Telecommunications, Inc. and Computershare Investor Services, LLC, as Rights Agent (which includes as Exhibit A, the Form of Certificate of Designation, Preferences and Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the Summary of Rights to Purchase Preferred Shares) (incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on May 11, 2007). | |
5.1 |
Opinion of Dorsey & Whitney LLP (Filed herewith). | |
23.1 |
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). | |
23.2 |
Consent of Independent Registered Public Accounting Firm (Filed herewith). | |
24.1
|
Power of Attorney (Filed herewith). |
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act); | |||
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and | |||
(iii) 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; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. |
(2) That, for the purpose of determining any liability under the Securities 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. |
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ADC TELECOMMUNICATIONS, INC. |
||||
By: | /s/ Robert E. Switz | |||
Robert E. Switz | ||||
President and Chief Executive Officer | ||||
Signature | Title | ||
/s/ Robert E. Switz |
President, Chief Executive Officer and Director (principal executive officer) | ||
/s/ James G. Mathews |
Vice President and Chief Financial Officer (principal financial and accounting officer) |
||
/s/ Steven G. Nemitz |
Vice President, Controller (principal accounting officer) |
||
* |
Chairman | ||
John A. Blanchard, III |
|||
* |
Director | ||
John J. Boyle, III |
|||
* |
Director | ||
Mickey P. Foret |
|||
* |
Director | ||
J. Kevin Gilligan |
|||
* |
Director | ||
Lois M. Martin |
|||
* |
Director | ||
John E. Rehfeld |
|||
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Signature | Title | ||
* |
Director | ||
William R. Spivey |
|||
* |
Director | ||
Larry W. Wangberg |
|||
* |
Director | ||
John D. Wunsch |
|||
* By |
/s/ James G. Mathews |
||
Attorney-in-Fact |
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Exhibit | ||
Number | Description | |
4.1 |
Restated Articles of Incorporation of ADC Telecommunications, Inc., conformed to incorporate amendments dated January 20, 2000, June 30, 2000, August 13, 2001, March 2, 2004 and May 9, 2005 (incorporated by reference to Exhibit 3-a to ADCs Quarterly Report on Form 10-Q for the quarter ended July 29, 2005). | |
4.2 |
Restated Bylaws of ADC Telecommunications, Inc. effective April 18, 2005 (incorporated by reference to Exhibit 3-f to ADCs Quarterly Report on Form 10-Q for the quarter ended April 29, 2005). | |
4.3 |
Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (incorporated by reference to Exhibit 4-a to ADCs Quarterly Report on Form 10-Q for the quarter ended April 29, 2005). | |
4.4 |
Rights Agreement, as amended and restated as of May 9, 2007, between ADC Telecommunications, Inc. and Computershare Investor Services, LLC, as Rights Agent (which includes as Exhibit A, the Form of Certificate of Designation, Preferences and Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the Summary of Rights to Purchase Preferred Shares) (incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on May 11, 2007). | |
5.1 |
Opinion of Dorsey & Whitney LLP (Filed herewith). | |
23.1
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). | |
23.2
|
Consent of Independent Registered Public Accounting Firm (Filed herewith). | |
24.1
|
Power of Attorney (Filed herewith). |
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