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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 41-175625
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN 55416
(Address of Principal Executive Offices) (Zip Code)
1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
(Full Title of the Plan)
PHILIP T. COLTON, GENERAL COUNSEL
5500 WAYZATA BOULEVARD
SUITE 800
MINNEAPOLIS, MINNESOTA 55416
(Name and Address of Agent for Service)
(763) 542-6000
Telephone Number, Including Area Code, of Agent For Service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
To Be Price Per Offering Registration
Title Of Each Class Of Securities To Be Registered Registered (1)(3) Unit (2) Price (2) Fee (2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.04 par value 1,500,000 shares $3.00 $4,500,000 $1,188.00
==================================================================================================================
</TABLE>
(1) This Registration Statement relates to an additional 1,500,000 shares
of common stock being registered pursuant to the Registrant's 1995
Long-Term Incentive and Stock Option Plan, for which shares have been
registered pursuant to the Registrant's Registration Statement Nos.
333-86505 and 333-36619.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low sale prices per share quoted
for the Registrant's common stock on NASDAQ National Market System on
December 6, 2000.
(3) 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.
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PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registrant's Registration Statement Nos.
333-86505 and 333-36619 are incorporated in this Registration
Statement by reference.
ITEM 8. EXHIBITS.
Exhibit Description
------------- ----------------------------------------------
5.1 Opinion of Leonard, Street and Deinard,
Professional Association
23.1 Consent of Leonard, Street and Deinard,
Professional Association (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
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 this 8th day of
December, 2000.
STOCKWALK.COM GROUP, INC.
By /s/ Eldon C. Miller
--------------------------------------
Eldon C. Miller
Chairman and Chief Executive Officer
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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 substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
2
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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.
Signature Title Date
------------------------ ----------------------------- -----------------
/s/ Eldon C. Miller December 7, 2000
------------------------
Eldon C. Miller Chairman of the Board; Chief
Executive Officer
/s/ Jeffrey L. Houdek December 7, 2000
------------------------
Jeffrey L. Houdek Principal Accounting and
Financial Officer
/s/ David B. Johnson December 7, 2000
------------------------
David B. Johnson Executive Vice President and
Director
/s/ Paul R. Kuehn December 7, 2000
------------------------
Paul R. Kuehn Director
/s/ Stanley D. Rahm December 7, 2000
------------------------
Stanley D. Rahm Director
/s/ N. Lee Wesley December 7, 2000
------------------------
N. Lee Wesley Director
/s/ Richard J. Nigon December 7, 2000
------------------------
Richard J. Nigon Director
December 7, 2000
------------------------
John E. Feltl Director
/s/ John C. Feltl December 7, 2000
------------------------
John C. Feltl Director
3
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EXHIBIT INDEX TO FORM S-8
Exhibit Description
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5.1 Opinion of Leonard, Street and Deinard, Professional Association
23.1 Consent of Leonard, Street and Deinard, Professional
Association (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
