Registration No. 333-__________
As filed with the Securities and Exchange Commission on January 13 , 1999
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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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ANCOR COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1569659
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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6130 Blue Circle Drive
Minnetonka, Minnesota 55343
(Address, including zip code,
of registrant's principal executive offices)
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Ancor Communications, Incorporated
1995 Employee Stock Purchase Plan
(Full title of the plan)
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Kenneth E. Hendrickson
Ancor Communications, Incorporated
6130 Blue Circle Drive
Minnetonka, Minnesota 55343
(612) 932-4000
(Name, address and telephone number,
including area code, of agent for service of process)
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Copy to:
Amy E. Ayotte, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
(612) 340-6323
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
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Common stock, 300,000 (2) $5.57815 $1,673,445.00 $466.00
$.01 par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for shares of the Registrant's Common Stock on January 12, 1999, as
reported by the Nasdaq SmallCap Market.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 relates to additional shares of Common Stock to be issued by the
Registrant under its 1995 Employee Stock Purchase Plan (the "Plan"). Effective
as of September 1, 1998, the Board of Directors of the Registrant authorized an
increase in the number of shares of the Registrant's common stock authorized and
reserved for purchase under the Plan from 75,000 to 375,000 shares. The
Registrant intends to submit the increase to a vote of the shareholders of the
Registrant at the next annual meeting of its shareholders. The Registrant hereby
incorporates by reference the contents of its previously filed Registration
Statement on Form S-8 relating to the Plan (Commission File No. 33- 95138).
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney
II-1
SIGNATURES
Pursuant to the requirements of the 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 Minneapolis, State of Minnesota, on the 10th day of
January, 1999.
ANCOR COMMUNICATIONS, INCORPORATED
By /s/Kenneth E. Hendrickson
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Kenneth E. Hendrickson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 10, 1999.
Signature Title
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/s/Kenneth E. Hendrickson Chief Executive Officer and Director
- ----------------------------------- (principal executive officer)
Kenneth E. Hendrickson
/s/Steven E. Snyder Chief Financial Officer
- ----------------------------------- (principal financial officer)
Steven E. Snyder
* Director
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Amyl Ahola
* Director
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Gerald M. Bestler
Director
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Thomas F. Hunt, Jr.
* Director
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Paul F. Lidsky
Director
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John F. Carlson
*By/s/Kenneth E. Hendrickson
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Kenneth E. Hendrickson
II-2
EXHIBIT INDEX TO
FORM S-8
Ancor Communications, Incorporated
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney