Registration No. 333-___________
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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
ZOMAX INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1833089
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
5353 Nathan Lane
Plymouth, Minnesota 55442
(Address of Principal Executive Office and Zip Code)
Zomax Incorporated 1996 Stock Option Plan
(Full Title of the Plan)
James T. Anderson
President and Chief Executive Officer
Zomax Incorporated
5353 Nathan Lane
Plymouth, Minnesota 55442
(612) 473-6262
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Melodie R. Rose
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
1996 Stock Option Plan
Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1996 Stock Option
Plan
700,000 shares $27.00 $18,900,000.00 $5,254.20
TOTAL:
$5,254.20
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</TABLE>
(1) In addition, pursuant to Rule 416 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 and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the last sale price of the
Registrant's Common Stock on June 21, 1999.
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<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1996 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 333-06133, are
incorporated herein by reference.
SIGNATURES
The Registrant. 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 Plymouth and State of Minnesota, on the 24th day
of June, 1999.
ZOMAX INCORPORATED
(the "Registrant")
By /s/ James T. Anderson
James T. Anderson, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints James T. Anderson and
James E. Flaherty his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Zomax Incorporated relating to the Company's 1996
Stock Option Plan and any or all amendments or post-effective amendments to the
Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<PAGE>
Signature Title Date
/s/ James T. Anderson President, Chief Executive June 24, 1999
James T. Anderson Officer and Director
(principal executive officer)
/s/ James E. Flaherty Chief Financial Officer June 24, 1999
James E. Flaherty and Secretary
(principal financial and
accounting officer)
/s/ Phillip T. Levin Chairman and Director June 24, 1999
Phillip T. Levin
/s/ Janice Ozzello Wilcox Director June 24, 1999
Janice Ozzello Wilcox
/s/ Robert Ezrilov Director June 24, 1999
Robert Ezrilov
/s/ Howard P. Liszt Director June 24, 1999
Howard P. Liszt
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ZOMAX INCORPORATED
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the 1996 Stock
Option Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent public accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
June 24, 1999
Zomax Incorporated
5353 Nathan Lane
Plymouth, MN 55442
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Zomax Incorporated (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 700,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1996 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan and the increase in the
number of shares reserved for issuance thereunder.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
<PAGE>
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Thomas R. King
Thomas R. King
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 22, 1999, included in Zomax Incorporated's Annual Report on Form 10-K
for the year ended December 25, 1998 and to all references included in or made
part of this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
June 24, 1999
