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As filed with the Securities and Exchange Commission on April 23, 2001
Registration 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
INRANGE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0962862
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Mt. Holly By-Pass
P.O. Box 440
Lumberton, New Jersey 08048
Telephone: (609) 518-4000
(Address, including zip code, telephone number, including area code,
of registrant's principal executive offices)
INRANGE TECHNOLOGIES CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
Gregory R. Grodhaus
President and Chief Executive Officer
INRANGE TECHNOLOGIES CORPORATION
100 Mt. Holly By-Pass
P.O. Box 440
Lumberton, New Jersey 08048
Telephone: (609) 518-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
George C. McKann, Esq.
Gardner, Carton & Douglas
321 North Clark Street, Suite 2900
Chicago, Illinois 60610
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1)(2) Offering Price Per Share Aggregate Offering Price Registration Fee
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Class B Common Stock, par value $0.01
per share(3) 1,500,000 $13.59 $20,385,000 $5,097
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Together with an indeterminable number of additional securities in order to
adjust the number of securities reserved for issuance pursuant to the plan
as the result of a stock split, stock dividend or similar transaction
affecting the class B common stock, pursuant to 17 C.F.R. Section 230.416.
(3) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based upon the average of the high and
low prices reported on the Nasdaq National Market on April 18, 2001.
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INRANGE TECHNOLOGIES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
EXPLANATORY NOTE
This Form S-8 Registration Statement relates to 1,500,000 shares of our
class B common stock which may be issued under our Savings and Stock Ownership
Plan.
The documents containing information specified by Part I of this
Registration Statement will be delivered to participants in the plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended. These documents do not
need to be filed with the Commission but constitute (along with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement) a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We file annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy any document we
file at the Commission's public reference rooms in Washington, DC, New York, NY
and Chicago, IL. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available to the
public from the Commission's web site at http://www.sec.gov. Reports, proxy and
information statements and other information concerning Inrange can also be
inspected at the offices of the Nasdaq Stock Market's National Market, 33
Whitehall Street, New York, NY 10004.
The Commission allows us to "incorporate by reference" information into
this Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file with the
Commission will automatically update this Registration Statement. We incorporate
by reference the following documents and any future filings made with the
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the termination of the offering:
(a) Our Annual Report on Form 10-K for the year ended December 31,
2000; and
(b) Our Registration Statement on Form 8-A filed with the Commission on
September 13, 2000, which describes the terms of the class B common stock.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits and
proceedings, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation - a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's certificate of
incorporation, bylaws, disinterested director vote, stockholder vote, agreement,
or otherwise.
Our bylaws and our certificates of incorporation require us to
indemnify to the fullest extent authorized by the Delaware law any person made
or threatened to be made a party to an action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise. As
permitted by Section 102(b)(7) of the Delaware law, our certificate of
incorporation eliminates the liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liabilities arising (a) from any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) from acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (c) under section 174 of the Delaware law; or (d) from any transaction from
which the director derived an improper personal benefit.
In addition, we maintain director and officer liability insurance as
permitted by Delaware law on behalf of directors, officers, employees or agents,
which may cover liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. INDEX TO EXHIBITS.
Exhibit Number Description of Document
4.1 Amended and Restated Certificate of Incorporation of
Inrange Technologies Corporation, filed as Exhibit
3.3 to the Form S-1 Registration Statement (No.
333-38592), and incorporated herein by reference.
4.2 Amended and Restated By-laws of Inrange Technologies
Corporation, filed as Exhibit 3.2 to the Form S-1
Registration Statement (No. 333-38592), and
incorporated herein by reference.
4.3* Inrange Technologies Corporation Savings and Stock
Ownership Plan
23.1* Consent of Arthur Andersen LLP (independent public
accountants)
24 Power of Attorney (included in the signature pages of
this Registration Statement)
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* Filed herewith
The Registrant hereby undertakes to submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to qualify the plan under Section 401
of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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;
(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;
(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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The Registrant hereby undertakes that, for purposes of determining
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any section, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Lumberton, state of New Jersey, on this 23rd day
of April 2001.
INRANGE TECHNOLOGIES CORPORATION
By: /s/ Gregory R. Grodhaus
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Gregory R. Grodhaus
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jay Zager and Kenneth H. Koch, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement and
any or all amendments (including, without limitation, post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and all documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents or his or
their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 23rd day of April 2001.
/s/ Gregory R. Grodhaus /s/ Jay Zager
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Gregory R. Grodhaus Jay Zager
President and Chief Executive Officer Executive Vice President and Chief Financial Officer
Director (Principal Financial and Accounting Officer)
/s/ John B. Blystone /s/ Lewis M. Kling
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John B. Blystone Lewis M. Kling
Chairman of the Board Director
/s/ David L. Chapman /s/ Patrick J. O'Leary
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David L. Chapman Patrick J. O'Leary
Director Director
/s/ Robert B. Foreman /s/ Bruce J. Ryan
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Robert B. Foreman Bruce J. Ryan
Director Director
/s/ Christopher J. Kearney /s/ David B. Wright
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Christopher J. Kearney David B. Wright
Director Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the SPX Administrative Committee, which administers the plan, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Lumberton, state of New Jersey, on
this 23rd day of April 2001.
INRANGE TECHNOLOGIES
CORPORATION SAVINGS AND
STOCK OWNERSHIP PLAN
By: /s/ Christopher J. Kearney
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Name: Christopher J. Kearney
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Title: Committee Member
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of
Inrange Technologies Corporation, filed as Exhibit 3.3
to the Form S-1 Registration Statement (No. 333-38592),
and incorporated herein by reference.
4.2 Amended and Restated By-laws of Inrange Technologies
Corporation, filed as Exhibit 3.2 to the Form S-1
Registration Statement (No. 333-38592), and
incorporated herein by reference.
4.3* Inrange Technologies Corporation Savings and Stock
Ownership Plan
23.1* Consent of Arthur Andersen LLP (independent public
accountants)
24 Power of Attorney (included in the signature pages of
this Registration Statement)
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* Filed herewith
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