As filed with the Securities and Exchange Commission on November 29, 2010

Registration No. 333-40354

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

ADC TELECOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota		41-0743912
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13625 Technology Drive
Eden Prairie, MN 55344
(Address of principal executive offices,
including zip code)

ADC/PAIRGAIN 1993 STOCK OPTION PLAN
ADC/PAIRGAIN 1996 STOCK OPTION PLAN
ADC/PAIRGAIN DIRECTORS STOCK OPTION PLAN
(Full title of the plan)

Jeffrey D. Pflaum
Vice President, General Counsel and Secretary
ADC Telecommunications, Inc.
13625 Technology Drive
Eden Prairie, MN 55344
(952) 938-8080
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

 

 

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-40354) (the “Registration Statement”) of ADC Telecommunications, Inc. (the “Company”), which was filed with the U.S. Securities and Exchange Commission on June 28, 2000. The Registration Statement registered 4,350,000 shares of the Company’s common stock, par value $0.20 per share (the “Securities”), to be offered or sold pursuant to the Company’s ADC/PairGain 1993 Stock Option Plan, the ADC/PairGain 1996 Stock Option Plan and the ADC/PairGain Directors Stock Option Plan. The Company has terminated its offering of Securities pursuant to the Registration Statement, and, in accordance with the undertaking in Part II of the Registration Statement (pursuant to Item 512(a)(3) of Regulation S-K), is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all Securities registered under the Registration Statement that remain unsold as of the date hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on the 29th day of November, 2010.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the indicated capacities on November 29, 2010.

Signature		Title
*		Chairman, President and Chief Executive Officer
Robert E. Switz		(principal executive officer)
/s/ James G. Mathews		Vice President and Chief Financial Officer
James G. Mathews		(principal financial officer)
*		Vice President and Controller
Steven G. Nemitz		(principal accounting officer)
*		Independent Lead Director
William R. Spivey, PhD
*		Director
John J. Boyle, III
*		Director
Mickey P. Foret
*		Director
Lois M. Martin
*		Director
Krish A. Prabhu, Ph.D.
*		Director
John E. Rehfeld
*		Director
David A. Roberts
*		Director
Larry W. Wangberg
*		Director
John D. Wunsch

EXHIBIT INDEX

Exhibit
Number				Description
	24.1			Power of Attorney