Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEWBRIDGE NETWORKS CORPORATION
(Exact name of Registrant as specified in its charter)
Canada 98-0077506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 March Road, Kanata, Ontario, Canada K2K 2E6
(Address of Principal Executive Offices) (Zip Code)
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Newbridge Networks Corporation
Consolidated Key Employee Stock Option Plan
(Full title of the plan)
John A. Farmer
Secretary
Newbridge Networks Corporation
600 March Road
Kanata, Ontario, Canada K2K 2E6
(Name and address of agent for service)
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(613) 591-3600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities to Amount to Proposed maximum Proposed maximum
be registered be registered offering price per share* aggregate offering price* Amount of registration fee
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Common Shares 8,745,273 shares US$ 43 1/4 US$ 378,233,057 US$ 114,616
Solely for the purpose of computing the registration fee and calculated in
accordance with Rule 457(c), based upon the average of the high and low prices
for the Common Shares reported in the consolidated reporting system on June 30,
1997.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained in this Registration Statement is a combined Prospectus
which also covers an aggregate of 16,254,727 Common Shares which may be issued
pursuant to the plan registered under Registration Statement Nos. 33-51538,
33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446 as previously
filed by the Registrant on Form S-8, effective March 15, 1996. This Registration
Statement is a new Registration Statement covering additional Common Shares
which may be issued pursuant to the plan and incorporated by reference
Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276, 33-89624,
33-97472 and 333-2446 on Form S-8, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is a new Registration Statement covering additional
Common Shares which may be issued pursuant to the Consolidated Plan. The Company
previously registered other Common Shares which are reserved for issuance
pursuant to the Consolidated Plan on Form S-8 under Registration Statement Nos.
33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446
effective March 15, 1996, all of which are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference and made a part hereof:
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July
28, 1996, October 27, 1996, and January 26, 1997; the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996; and the Company's
Registration Statement on Form 8-A dated August 30, 1994 (for a description of
the Company's Common Shares).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the United States Exchange Act after the date of the Prospectus and
prior to the filing of a post-effective amendment which indicates that all
Common Shares offered by the Prospectus have been sold or that deregisters all
shares then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
The Company will provide without charge to each person to whom a copy of the
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (not including exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Secretary,
Newbridge Networks Corporation, 600 March Road, Kanata, Ontario, Canada K2K 2E6,
telephone (613) 591-3600.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Newbridge Networks Corporation and the
related financial statement schedule included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by
reference, for the periods indicated in their reports, have been examined by
Deloitte & Touche, 90 Sparks Street, Ottawa, Ontario, independent chartered
accountants, whose reports on such financial statements and financial statement
schedule appear in such Annual Report and are also incorporated herein. Such
financial statements and financial statement schedule have been incorporated
herein in reliance upon the reports of Deloitte & Touche given upon their
authority as experts in accounting and auditing.
II-1
The validity of the issuance of the Common Shares offered by the Company hereby
will be passed upon for the Company by Osler, Hoskin & Harcourt, Ottawa,
Ontario. As of June 12, 1997, Kent H. E. Plumley, a director of the Company and
a member of such firm, or members of his immediate family, beneficially owned
308,924 Common Shares. The Company is also represented by Hunton & Williams, New
York, New York, who will pass upon certain legal matters relating to the Company
and the offering of the Common Shares in the United States.
Item 8. Exhibits.
5.1 Opinion of Hunton & Williams.
5.2 Opinion of Osler, Hoskin & Harcourt.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1).
23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion filed as
Exhibit 5.2).
23.3 Consent of Deloitte & Touche.
24 Powers of Attorney.(1)
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(1) Incorporated by reference to Exhibit 25 to the Company's Registration
Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
on Form S-8 on September 1, 1992.
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SIGNATURES
Pursuant to the requirements of the United States 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kanata, Province of Ontario, Canada on the 3rd day of
July, 1997.
NEWBRIDGE NETWORKS CORPORATION
By: /s/ Terence H. Matthews
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Terence H. Matthews, Chairman of the Board of
Directors and Chief Executive Officer
By: /s/ F. Michael Pascoe
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F. Michael Pascoe, Executive Vice President,
United States Authorized Representative
Pursuant to the requirements of the United States Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Terence H. Matthews Chairman of the Board, July 3, 1997
- --------------------------- Chief Executive Officer
(Terence H. Matthews)
/s/ Kenneth B. Wigglesworth Vice President and Chief July 3, 1997
- --------------------------- Financial Officer
(Kenneth B. Wigglesworth)
*Denzil J. Doyle, Alan D. Directors July 3, 1997
Horn, Trevor G. Jones,
Peter C. Madsen, Graham
C. C. Miller, Donald Mills,
Kent H. E. Plumley, Daniel
C. Rusheleau, Peter Sommerer,
and John C. J. Thyme
*By: /s/ James C. Avis
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(James C. Avis, Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
No. Page
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5.1 Opinion of Hunton & Williams.
5.2 Opinion of Osler, Hoskin & Harcourt.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Osler, Hoskin & Harcourt (included in the opinion
filed as Exhibit 5.2).
23.3 Consent of Deloitte & Touche.
24 Powers of Attorney. (1)
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(1) Incorporated by reference to Exhibit 25 to the Company's Registration
Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
on Form S-8 on September 1, 1992.