<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STOCKWALK.com GROUP, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1756256
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5500 Wayzata Boulevard 55416
Suite 800 (Zip Code)
Minneapolis, Minnesota
(Address of Principal Executive Offices)
1995 LONG-TERM INCENTIVE
AND STOCK OPTION PLAN
(Full title of Plan)
Jeffrey L. Houdek, Principal Accounting Officer
5500 Wayzata Boulevard
Suite 800
Minneapolis, Minnesota 55416
(Name and address of agent for service)
(612) 542-6000
(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities To Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.04 par 1,500,000 shares $10.9375 $16,406,250 $4,560.94
value
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
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(cover page continued on next page)
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(1) The number of shares being registered represents the number of
additional shares of Common Stock which may be issued pursuant to the
Stockwalk.com Group, Inc.'s 1995 Long-Term Incentive and Stock Option
Plan. These shares are in addition to shares previously registered.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low prices quoted for the Registrant's Common
Stock on OTCBB on September 2, 1999. This Registration Statement will
become effective immediately upon filing pursuant to Rule 462 under the
Securities Act of 1933.
Pursuant to General Instruction E of the General Instructions to Form
S-8, this Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-36619) filed
September 29, 1997. At the time the Registrant was known as Nutrition Medical,
Inc..
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.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit Description
------- -----------
<S> <C>
(5) Opinion of Maun & Simon, PLC.
(23.1) Consent of Ernst & Young, LLP.
(23.4) Consent of Counsel is contained in the opinion filed as
Exhibit (5) to this Registration Statement.
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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 3rd day of
September, 1999.
STOCKWALK.com GROUP, INC.
By: /s/ Eldon C. Miller
-----------------------------------
Eldon C. Miller, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldon C. Miller and David B. Johnson 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 any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
3
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eldon C. Miller Chairman of the Board; September 3, 1999
- --------------------------- Chief Executive Officer
Eldon C. Miller
/s/ Jeffrey L. Houdek Principal Accounting and September 3, 1999
- --------------------------- Financial Officer
Jeffrey L. Houdek
/s/ David B. Johnson Executive Vice President September 3, 1999
- --------------------------- and Director
David B. Johnson
/s/ Paul R. Kuehn President and Director September 3, 1999
- ---------------------------
Paul R. Kuehn
/s/ Stanley H. Rahm Treasurer and Director September 3, 1999
- ---------------------------
Stanley H. Rahm
/s/ George E. Kline Director September 3, 1999
- ---------------------------
George E. Kline
/s/ N. Lee Wesley Director September 3, 1999
- ---------------------------
N. Lee Wesley
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4
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STOCKWALK.com GROUP, INC.
1995 LONG-TERM INCENTIVE
AND STOCK OPTION PLAN
EXHIBIT INDEX
(5) Opinion of Maun & Simon, PLC.
(23.1) Consent of Ernst & Young, LLP.
(23.4) Consent of Counsel is contained in the opinion filed as Exhibit
(5) to this Registration Statement.
<PAGE>
Exhibit 5
September 3, 1999
Board of Directors of
Stockwalk.com Group, Inc.
5500 Wayzata Boulevard, Suite 800
Minneapolis MN 55416
Re: Stockwalk.com Group, Inc. 1995 Long-Term Incentive and Stock
Option Plan
Ladies and Gentlemen:
We have represented the Company in connection with the registration on
Form S-8 (the "Registration Statement") of an additional 1,500,000 shares of the
Company's common stock, $.04 par value (the "Shares") to be issued pursuant to
the Company's 1995 Long-Term Incentive and Stock Option Plan.
In rendering this opinion, we have reviewed the Amended and Restated
Articles of Incorporation and the Bylaws of the Company, as amended, records and
proceedings of the shareholders and Board of Directors of the Company, the 1995
Long-Term Incentive and Stock Option Plan, and such other corporate records,
certificates and other documents as we have deemed necessary as a basis of the
opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that, upon issuance of
shares pursuant to the 1995 Long-Term Incentive and Stock Option Plan, as
amended, in the manner described in the Registration Statement and the Plan, the
shares covered by the Registration Statement will be duly and validly issued,
fully paid, and nonassessable.
We also consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the aforementioned Shares of common stock
under the Securities Act of 1933. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is required.
Very truly yours,
MAUN & SIMON, PLC
/s/ Philip T. Colton
--------------------------------------
Philip T. Colton, a Member
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Stockwalk.com Group, Inc. 1995 Long-Term Incentive and
Stock Option Plan of our reports (a) dated May 21, 1999, with respect to the
consolidated financial statements of MJK Holdings, Inc. included in the Current
Report (Form 8-K) of Stockwalk.com Group, Inc. dated July 7, 1999 and (b) dated
March 1, 1999, with respect to the consolidated financial statements of NM
Holdings, Inc. included in its Annual Report (Form 10-KSB) for the year ended
December 31, 1998, both filed with the Securities and Exchange Commission.
Minneapolis, Minnesota /s/ Ernst & Young LLP
August 30, 1999 ------------------------------
