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Exhibit 10-a
PROSPECTUS
ADC TELECOMMUNICATIONS,
INC.
GLOBAL STOCK INCENTIVE PLAN
21,329,775 shares of Common Stock
($.20 par value)
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This document constitutes part of a prospectus
covering securities that have been registered under the Securities
Act of 1933.
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These securities have not been approved or
disapproved by the Securities and Exchange Commission or any state
securities commission, nor has the Securities and Exchange
Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
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No person is authorized to give any information
or to make any representations, other than those contained in this
prospectus, in connection with the offer described in this
prospectus. If any other information or representations are made,
you may not rely upon them as having been authorized by ADC. This
prospectus is not an offer to sell, or a solicitation of an offer
to buy, securities in any jurisdiction to any person to whom it is
unlawful to make an offer or solicitation in that jurisdiction.
Neither the delivery of this prospectus nor any sale made under it
shall, under any circumstances, create an implication that the
information contained in this prospectus is correct as of any time
after the date of this prospectus.
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The date of this prospectus is
January 10, 2007.
TABLE OF CONTENTS
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Page
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INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
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1
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NATURE OF INVESTMENT
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2
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INFORMATION ABOUT THE PLAN
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2
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General
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2
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Administration
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3
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Types of Awards
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3
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Transferability of Awards
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4
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Exercise of Awards
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5
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Share Accounting
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5
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Adjustments
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5
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Amendments or Termination of the Plan
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5
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RESALES
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5
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FEDERAL INCOME TAX CONSEQUENCES
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6
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Tax Consequences with Respect to
Awards
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6
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Non-Qualified Stock Options
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6
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Incentive Stock Options
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7
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Stock Appreciation Rights
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9
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Restricted Stock Awards
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9
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Deferred Awards
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11
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Special Rules for Executive Officers and
Directors Subject to Section 16(b)
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11
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Change in Control
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12
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INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents that we
have filed with the U.S. Securities and Exchange Commission (the
"Commission") are incorporated by reference in this prospectus:
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(a)
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our Annual Report on Form 10-K for the fiscal
year ended October 31, 2006; and
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(b)
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the description of our Common Stock and Common
Stock Purchase Rights contained in any of our registration
statements filed under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or in any report filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating the
description.
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All documents filed
by us under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this prospectus and prior to the
filing of a post-effective amendment with the Commission which
indicates that all securities offered by this prospectus have been
sold, or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this prospectus
and to be a part of this prospectus from the respective dates of
filing of such documents.
We will provide you, without
charge, upon your written or oral request, a copy of any or all of
the following:
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(a)
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the documents referred to above that have been or
may be incorporated in this prospectus (not including exhibits,
unless the exhibits are specifically incorporated by reference into
such documents);
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(b)
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our annual report to shareholders for our latest
fiscal year; and
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(c)
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any report, proxy statement or other
communication distributed by us to our shareholders
generally.
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Requests for copies
of these documents should be directed to Jeffrey D. Pflaum,
Corporate Secretary, ADC Telecommunications, Inc., 13625 Technology
Drive, Eden Prairie, Minnesota 55344 (telephone number
(952) 938-8080).
1
NATURE OF INVESTMENT
An investment in our Common Stock
involves risk. We encourage you to review our Annual Report on Form
10-K for the fiscal year ended October 31, 2006, as filed with
the Commission. This report sets forth the significant risk factors
involved in an investment in our Common Stock in Item 1A of
such report under the captions "Risks Related to Our Business" and
"Risks Related to Our Common Stock."
INFORMATION ABOUT THE PLAN
General
The information in this prospectus
relates to the ADC Telecommunications, Inc. Global Stock Incentive
Plan, which we call the "Plan" in this prospectus. The Plan was
initially adopted by our Board of Directors in November 1990
and was approved by our shareholders on February 26, 1991. The
Plan became effective immediately upon shareholder approval. The
Board adopted amendments to the Plan in November 1992,
December 1994, November 1996, December 1998,
December 1999, December 2000, December 2001 and
December 2002, and our shareholders approved these amendments
on February 23, 1993, February 28, 1995,
February 25, 1997, February 23, 1999, February 22,
2000, February 27, 2001, February 19, 2002, March 4,
2003 and March 2, 2004, respectively. In December 1996,
the Board adopted an amendment to the Plan that did not require
shareholder approval. The Plan was amended and restated through
August 1, 2005 to reflect the 1-for-7 reverse stock split
undertaken by the Company effective May 10, 2005, and was
amended and restated through December 12, 2006 to reflect a
change in the calculation of "Fair Market Value" under the Plan.
Under the current terms of the Plan, the Plan will expire on
March 2, 2009.
The Plan is intended to help us
recruit, retain and develop key employees capable of assuring the
future success of ADC, to attract and retain the services of
experienced and knowledgeable outside directors, and to offer these
employees incentives to put forth maximum efforts for the success
of our business and to provide these employees and outside
directors an opportunity to acquire a proprietary interest in ADC.
All key employees of ADC and of our subsidiaries and affiliates in
which we have a significant equity interest and all nonemployee
directors of ADC are eligible to receive awards under the Plan.
A total of 21,329,775 shares of
our Common Stock, par value $.20 per share, are available as of
November 1, 2001 for the issuance of shares under outstanding
awards and for the granting of awards under the Plan. The types of
awards that may be granted under the Plan are described below.
Awards granted under the Plan may be granted only during a period
commencing February 26, 1991 and ending on March 2, 2009.
However, unless otherwise expressly provided in the Plan or in an
applicable award agreement, any award granted may extend beyond
March 2, 2009.
The Plan is not subject to any
provisions of the Employee Retirement Income Security Act of 1974
and is not qualified under Section 401(a) of the U. S. Internal
Revenue Code of 1986, as amended.
You may obtain additional
information about the Plan and its administrators by writing to
Jeffrey D. Pflaum, Corporate Secretary, ADC Telecommunications,
Inc., 13625 Technology Drive, Eden Prairie, Minnesota 55344, or by
calling (952) 938-8080.
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Administration
The Plan is administered by a
committee of the Board consisting of three or more nonemployee
directors. The members of the committee are appointed by the Board.
The committee has the authority to establish rules for the
administration of the Plan; to select the key employees to whom
awards are granted; to determine the types of awards to be granted
and the number of shares of Common Stock covered by the awards; and
to set the terms and conditions of the awards. The committee may
also determine whether the payment of any amounts received under
any award shall or may be deferred and may authorize payments
representing dividends in connection with any deferred award of
shares of Common Stock. Determinations and interpretations under
the Plan are made in the sole discretion of the committee, and are
binding on all interested parties. The committee may correct any
defect, supply any omission or reconcile any inconsistency in the
Plan or any award in the manner and to the extent it deems
desirable to carry the Plan into effect. The committee may delegate
to one or more officers the right to grant awards to employees who
are not subject to Section 16(b) of the Exchange Act.
Awards under the Plan are granted
for no cash consideration or for such minimal cash consideration as
may be required by applicable law. Awards may provide that upon
their grant or exercise, the holder will receive shares of Common
Stock, cash or any combination thereof, as the committee
determines. No employee may be granted any award or awards under
the Plan, the value of which award or awards is based solely on an
increase in the value of the Common Stock after the date of grant
of the award or awards, for more than 571,428 shares of Common
Stock, in the aggregate, in any one calendar year.
Types of Awards
The Plan permits the granting
of:
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(a)
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stock options, including "incentive stock
options" meeting the requirements of Section 422 of the
Internal Revenue Code (the "Code") and "nonqualified stock options"
that do not meet these requirements;
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(b)
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stock appreciation rights (or "SARs");
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(c)
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restricted stock and restricted stock
units;
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(d)
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performance awards payable in shares of Common
Stock; and
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(e)
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dividend equivalents.
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Under the Plan, the
number of shares of Common Stock that may be issued pursuant to
restricted stock, restricted stock units and performance awards
granted after March 2, 2004 is limited to
4,285,714.
Options . The exercise
price per share under any stock option will not be less than 100%
of (i) the average of the high and low daily trading prices
(rounded down to the nearest whole cent) of a share as reported on
the Nasdaq National Market System, if the shares are then quoted on
the Nasdaq National Market System or (ii) the average of the
high and low daily trading prices (rounded down to the nearest
whole cent) of a share on a national securities exchange, if the
shares are then being traded on a national securities
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exchange on the date of grant of the option. Options will be
exercisable by payment in full of the exercise price, either in
cash or, at the discretion of the committee, in whole or in part by
the tendering of shares of our Common Stock or other consideration
having a fair market value on the date the option is exercised
equal to the option exercise price. Determinations of fair market
value under the Plan will be made in accordance with methods and
procedures established by the committee. For purposes of the Plan,
the fair market value of shares of our Common Stock on a given date
will be (a) the last sale price of the shares as reported on
the Nasdaq Stock Market on that date, if the shares are then being
quoted on the Nasdaq Stock Market, or (b) the closing price of
the shares on that date on a national securities exchange, if the
shares are then being traded on a national securities exchange.
SARs . The grant price of
any SAR will not be less than 100% of the exercise price per share
under any stock option (determined as described in the preceding
paragraph) on the date of grant of the SAR. The holder of a SAR
will be entitled to receive the excess of the fair market value of
a specified number of shares of our Common Stock (calculated as of
the exercise date of the SAR or, if the committee so determines, as
of any time during a specified period before or after the exercise
date) over the grant price of the SAR.
Restricted Stock and
Restricted Stock Units . Restricted stock and restricted stock
units are subject to restrictions imposed by the committee during a
restriction period determined by the committee. Restricted stock
and restricted stock units may not be transferred by the holder
until these restrictions established by the committee lapse. If the
holder’s employment terminates during the restriction period,
all restricted stock and restricted stock units will be forfeited
unless the committee determines otherwise.
The holder of restricted stock may
have all of the rights of our shareholders, including the right to
vote the shares subject to the restricted stock award and to
receive any dividends with respect thereto, or these rights may be
limited.
Holders of restricted stock units
shall have the right, subject to any restrictions imposed by the
committee, to receive shares of Common Stock at some future date.
After the lapse or waiver of any applicable restrictions, holders
of restricted stock units will be issued such shares.
Performance Awards .
Holders of performance awards have the right to receive shares of
our Common Stock upon the achievement of specified performance
goals during performance periods established by the committee. A
performance award granted under the Plan may be payable in shares
of Common Stock or restricted stock.
Dividend Equivalents .
Dividend equivalents will entitle the holders thereof to receive
payments (in cash or shares, as determined by the committee)
equivalent to the amount of cash dividends with respect to a
specified number of shares.
Transferability of Awards
You may not assign, transfer,
pledge or otherwise encumber any award granted under the Plan,
except for transfers by will, by designation of a beneficiary or by
the laws of descent and distribution. You may, however, transfer
all or a portion of a nonqualified stock option to specified
members of your immediate family or to certain family trusts,
partnerships or other entities in accordance with the terms of the
Plan.
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Exercise of Awards
Each award is exercisable only by
you, by a permitted transferee or, if permissible under applicable
law, by your guardian or legal representative.
Share Accounting
If any shares of our Common Stock
subject to an award or to which an award relates are not purchased
or are forfeited, or if any award terminates without the delivery
of shares or other consideration, the shares previously used for
these awards will be available for future awards under the Plan.
Except as otherwise provided under procedures adopted by the
committee to avoid double-counting with respect to awards granted
in tandem with or in substitution for other awards, all shares
relating to awards granted will be counted against the aggregate
number of shares available for granting awards under the Plan.
Shares that are used by a participant as full or partial payment to
ADC of the purchase price of shares acquired upon exercise of a
stock option or to satisfy applicable tax withholding requirements
upon the exercise or vesting of an award will be available for
future awards under the Plan.
Adjustments
Under the Plan, appropriate
adjustments will be made to the Plan and to the number of
outstanding options in the event of changes in our Common Stock
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in corporate
structure.
Amendments or Termination of the Plan
The Board may amend, alter or
discontinue the Plan at any time, but may not, without shareholder
approval, make any revisions or amendments to the Plan that
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