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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 11, 2002
COMPUTER NETWORK TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Minnesota 0-139944 41-1356476
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6000 Nathan Lane North, Minneapolis, MN 55442
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (763) 268-6000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Rule 10b5-1 Trading Plans
From time to time, certain of our directors, officers and other employees
have adopted or may, in the future, adopt Rule 10b5-1 trading plans. These plans
generally provide for the sale of shares of our common stock owned by such
persons for their respective accounts. Currently, the following directors have
adopted such plans: Erwin A. Kelen, Patrick A. Gross and John A. Rollwagen. As
of January 31, 2002, up to 197,500 shares of common stock may be sold under
these plans. A summary of the terms of the plans are set forth below.
Pursuant to Mr. Kelen's Rule 10b5-1 trading plan, he has instructed his
broker to sell an aggregate of 250,000 shares of common stock of CNT for his
account at per share prices in excess of $20.00, subject to a monthly volume
limitation of 10,000 shares. Notwithstanding the foregoing, if the price per
share of CNT common stock is equal to or greater than $20.00, Mr. Kelen has
instructed his broker to sell an additional 10,000 shares of CNT common stock
the first time the price per share reaches the following one dollar increments:
$21.00, $22.00, $23.00, etc.
Pursuant to Mr. Gross' Rule 10b5-1 trading plan, he has instructed his
broker to sell an aggregate of 25,000 shares of common stock of CNT for his
account, subject to the following daily sale amount limitations: 5,000 shares of
CNT common stock if the per share price is between $22.00 and $24.00, 15,000
shares of CNT common stock if the price per share is between $24.01 and $25.00,
and all 25,000 shares of CNT common stock if the price per share is greater than
$25.01. The plan terminates upon the sale of 25,000 shares or on March 31, 2002,
whichever occurs first.
Pursuant to Mr. Rollwagen's Rule 10b5-1 trading plan, he has instructed his
broker to sell an aggregate of 50,000 shares of common stock of CNT for his
account at per share prices in excess of $20.00, subject to a monthly volume
limitation of 5,000 shares. Notwithstanding the foregoing, if the price per
share of CNT common stock is equal to or greater than $30.00, Mr. Rollwagen has
instructed his broker to sell an additional 5,000 shares of CNT common stock the
first time the price per share reaches the following one dollar increments:
$31.00, $32.00, $33.00.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 11, 2002 COMPUTER NETWORK
TECHNOLOGY CORPORATION
By /s/ Gregory T. Barnum
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Gregory T. Barnum
Chief Financial Officer