As filed with the Securities and Exchange Commission on December 9, 2010
Registration No. 333-37900
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ADC Telecommunications, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0743912 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
13625 Technology Drive
Eden Prairie, Minnesota 55344
(952) 938-8080
(Address, including zip code, and telephone
number, including area code, of registrants principal executive offices)
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Harold G. Barksdale
Vice President and Secretary
ADC Telecommunications, Inc. 13625 Technology Drive
Eden Prairie, Minnesota 55344
(952) 938-8080
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copy to: Amy L. Schneider, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600 |
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Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File
No. 333-37900) (the Registration Statement) of ADC Telecommunications, Inc. (the Company),
which was filed with the U.S. Securities and Exchange Commission on May 25, 2000. The Registration
Statement registered 13,800,940 shares of the Companys common stock, par value $0.20 per share
(the Common Stock), to be offered or sold by the selling shareholders named therein.
On December 9, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of
July 12, 2010 and amended as of July 24, 2010, among Tyco Electronics Ltd. (Parent), Parents
wholly owned subsidiary, Tyco Electronics Minnesota, Inc. (Purchaser), and the Company, Purchaser
was merged with and into the Company (the Merger) with the Company surviving the Merger as a
wholly owned subsidiary of Parent. As a result of the Merger, the Companys Common Stock is being
delisted from The NASDAQ Stock Market LLC and deregistered under the Securities Exchange Act of
1934, as amended.
In accordance with the undertaking in Part II of the Registration Statement (pursuant to Item
512(a)(3) of Regulation S-K), the Company is filing this Post-Effective Amendment No. 1 to the
Registration Statement to remove from registration the shares of Common Stock registered under the
Registration Statement that remain unsold as of the date hereof.
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-3 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of
Minnesota, on December 9, 2010.
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ADC TELECOMMUNICATIONS, INC.
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By: |
/s/ Steven G. Nemitz
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Steven G. Nemitz |
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Vice President and Controller |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the indicated
capacities on December 9, 2010.
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Signature |
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Title |
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President |
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(principal executive officer) |
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Vice President, Assistant Treasurer and Director |
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(principal financial officer) |
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/s/ Steven G. Nemitz
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Vice President and Controller |
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(principal accounting officer) |
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*
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Director |
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*
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Director |
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*By: |
/s/ Steven G. Nemitz
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Steven G. Nemitz |
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Attorney-in-Fact |
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