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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 41-1756256
(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)
STOCKWALK.COM GROUP, INC. 2000 EMPLOYEE STOCK PURCHASE 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 Unit (1) Price (1) Fee (1)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.04 par value 1,000,000 shares $3.00 $3,000,000 $792.00
====================================================================================================================
</TABLE>
(1) 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 prices per share quoted for
the Registrant's common stock on NASDAQ National Market System on
December 6, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated herein by
reference. All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a
part thereof from the date of filing of such documents.
(a) The Registrant's Current Report on Form 8-K (Commission File
No. 0-22247) filed by the Registrant on June 7, 2000;
(b) The Registrant's Annual Report on Form 10-K (Commission File
No. 0-22247) filed by the Registrant on June 29, 2000;
(c) Description of the Registrant's common stock contained on page
73 of the Prospectus dated August 3, 2000, filed by the
Registrant pursuant to Rule 424(b)(1) under the Securities Act
on August 3, 2000 (Registration No. 333-35544);
(d) Current Report on Form 8-K (Commission File No. 0-22247) filed
by the Registrant on August 8, 2000.
(e) Quarterly Report on Form 10-Q (Commission File No. 0-22247)
filed by the Registrant on August 14, 2000;
(f) Current Report on Form 8-K (Commission File No. 0-22247) filed
by the Registrant on September 22, 2000;
(g) Current Report on Form 8-K (Commission File No. 0-22247) filed
by the Registrant on September 28, 2000; and
(h) Quarterly Report on Form 10-Q (Commission File No. 0-22247)
filed by the Registrant on November 14, 2000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Unless prohibited in a corporation's articles of incorporation
or bylaws, Minnesota Statutes, Section 302A.521 requires
indemnification of officers, directors, employees and agents, under
certain circumstances, against judgments, penalties, fines, settlements
and reasonable expenses (including attorneys' fees and disbursements)
incurred by such persons in connection with a threatened or pending
proceeding with respect to the acts or omissions of such persons in
their official capacity. The general effect of Minnesota Statutes,
Section 302A.521 is to reimburse (or pay on behalf of) directors and
officers of the Registrant any personal liability that may be imposed
for certain acts performed in their capacity as directors and officers
of the Registrant, except where such persons have not acted in good
faith.
As permitted by the Minnesota Business Corporation Act, the
Articles of Incorporation of Stockwalk.com Group, Inc., as amended,
eliminate the liability of the company's directors for monetary damages
arising from any breach of fiduciary duties as a member of the
company's board of directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.251, subd. 4).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant
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pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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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 this 8th day of
December, 2000.
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 substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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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
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EXHIBIT INDEX TO FORM S-8
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
