Registration Statement 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
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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)
__________________
(613) 591-3600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum
securities to Amount to offering price aggregate offering Amount of
be registered be registered per share* price* registration fee
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Common Shares 18,745,273 shares US$26-7/8 US$503,779,212 US$140,051
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* 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 September
2, 1999.
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 17,254,727 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, 333-2446 and 333-30777 as
previously filed by the Registrant on Form S-8, effective July 3, 1997. This
Registration Statement is a new Registration Statement covering additional
Common Shares which may be issued pursuant to the plan and incorporates by
reference Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276,
33-89624, 33-97472, 333-2446 and 333-30777 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 that may be issued pursuant to the Newbridge Networks Corporation
Consolidated Key Employee Stock Option 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, 333-2446, and 333-30777, effective July 3, 1997,
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 Annual Report on Form 10-K for the fiscal year ended May 2, 1999;
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 Securities Exchange Act of 1934 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 included
in the Company's Annual Report on Form 10-K for the fiscal year ended May 2,
1999 and
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incorporated herein by reference, for the periods indicated in their report,
have been examined by Deloitte & Touche LLP, 90 Sparks Street, Ottawa, Ontario,
independent chartered accountants, whose report on such financial statements
appear in such Annual Report and are also incorporated herein. Such financial
statements have been incorporated herein in reliance upon the report of Deloitte
& Touche LLP given upon their authority as experts in accounting and auditing.
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 July 6, 1999, Kent H. E. Plumley, a director of the Company and a
member of such firm, or members of his immediate family, beneficially owned
274,687 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 LLP.
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 has 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 17/th/ day
of August, 1999.
NEWBRIDGE NETWORKS CORPORATION
By: /s/ Terence H. Matthews
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Terence H. Matthews, Chairman of the
Board and Chief Executive Officer
By: /s/ Alan Lutz
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Alan Lutz, President and Chief Operating Officer
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
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(Terence H. Matthews) Chairman of the Board, August 17, 1999
Chief Executive Officer
/s/ Kenneth Wigglesworth
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(Kenneth B. Wigglesworth) Executive Vice President August 17, 1999
and Chief Financial Officer
* Denzil J. Doyle, Alan D. Horn,
Trevor G. Jones, Graham C. C. Miller,
Donald Mills, Kent H. E. Plumley
John C. J. Thynne and Peter D. Charbonneau Directors
*By: /s/ Peter Nadeau August 17, 1999
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(Peter Nadeau, 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 LLP.
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.