SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
SAC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1741861
(State of incorporation) (I.R.S. Employer Identification No.)
4444 WEST 76TH STREET, SUITE 600
EDINA, MINNESOTA 55435
(Address of Principal Executive Offices and Zip Code)
SAC TECHNOLOGIES, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
Barry M. Wendt
Chief Executive Officer
4444 West 76th Street, Suite 600
Edina, Minnesota 55435
Telephone (612) 835-7080
(Name, address, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 750,000 shares $10.75 $8,062,500.00 $2,443.18
($.01 par value)
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes shares authorized by the board of directors pursuant to the
Plan to adjust for the Company's stock split in July of 1997. These
shall be reserved for issuance upon exercise of options that have been
or may be granted under the Plan, giving SAC Technologies, Inc. a total
of 750,000 shares reserved for issuance upon exercise of options under
the Plan. Pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement
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also covers an indeterminate number of shares which may be offered or
sold pursuant to the Plan as a result of the operation of the
provisions of the Plan intended to prevent dilution in the event of
stock splits, consolidations or similar changes in capital stock.
(2) Estimated solely for purposes of computing the registration fee. In
accordance with Rule 457(c) and (h)(1), the price used is the average
of the high and low prices of the Common Stock as traded on the Nasdaq
SmallCap Market on October 1, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive grants under the 1996 Stock Option
Plan (the "Plan"). That disclosure document constitutes a Section 10(a)
prospectus and is incorporated by reference in this Registration Statement, but
is not being filed with the Commission either as part of this Registration
Statement or as a prospectus or prospectus supplement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by SAC Technologies, Inc. (the "Company")
are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-KSB (File No. 333-16451) for the
year ended December 31, 1996;
(2) The Company's Quarterly Reports on Form 10-QSB (File No. 333-16451) for
the three and six month periods ending March 31, 1997 and June 30, 1997
(File No. 333-16451);
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
December 31, 1996;
(4) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form SB-2
(File No. 333-16451).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Stephen E. Smith, legal counsel for the Company, is a shareholder in
Doherty, Rumble & Butler Professional Association which has provided an opinion
as to the legality of the securities
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being registered hereby. Mr. Smith holds 1,500 shares of the Company's Common
Stock that are subject to restrictions on transferability and options for 25,000
shares of the Company's Common Stock with an exercise price of $2.25 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Business Corporations Act ("MBCA")
grants each corporation organized thereunder, such as the Company, the power to
indemnify its directors and officers against liability for certain of their
acts. Section 302A.111 of the MBCA permits a provision in the articles of
incorporation of each corporation organized thereunder eliminating or limiting,
with certain exceptions, the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director. The Company's articles of incorporation contain such a provision. The
foregoing statements are subject to the detailed provisions of Sections 302A.521
and 302A.111 of the MBCA.
Article IV of the Company's Bylaws provides that the Company shall be
authorized, to the fullest extent permitted by Section 302A.521 of the MBCA, as
it may be amended, to indemnify any person against expenses and liabilities
arising by reason of the fact that the person is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Company, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Company maintains
directors' and officers' liability insurance with a policy limit of $2,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation
5.1 Opinion and Consent of Counsel
23.1 Consent of Divine, Scherzer & Brody, Ltd.
23.3 Consent of Counsel (Contained in exhibit 5.1)
24 Power of Attorney (included in the signature page to
this Registration Statement)
28.1 SAC Technologies, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form SB-2
(File No. 333-16451)
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ITEM 9. UNDERTAKINGS
(a) 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;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 initial 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the
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foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other then 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 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 October 2, 1997.
SAC TECHNOLOGIES, INC.
REGISTRANT
By /s/ Barry M. Wendt
-------------------------------------
Name: Barry M. Wendt
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Barry M. Wendt, his true and lawful
attorney-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 amendments (including post-effective amendments) to this 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 attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or 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 substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 2, 1997:
/s/ Barry M. Wendt
- ------------------------------- Chief Executive Officer and Director
Barry M. Wendt (PRINCIPAL EXECUTIVE OFFICER)
/s/ Gary E. Wendt
- ------------------------------- Chief Financial Officer and Director
Gary E. Wendt (PRINCIPAL FINANCIAL OFFICER)
/s/ Richard T. Fiskum
- ------------------------------- Director
Richard T. Fiskum
/s/ Benedict A. Wittig
- ------------------------------- Director
Benedict A. Wittig
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SAC TECHNOLOGIES, INC.
The undersigned, the Chief Executive Officer of SAC Technologies, Inc.,
a Minnesota business corporation organized under the provisions of Minnesota
Statutes Chapter 302A, pursuant to a resolution adopted in accordance with
Minnesota Statutes, Sections 302A.239 and 302A.441 on April 24, 1996, and
pursuant to Minnesota Statutes Section 302A.139 hereby amends and restates the
Articles of Incorporation of the Corporation by adoption of the following
Amended and Restated Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be:
SAC Technologies, Inc.
ARTICLE II
PURPOSE AND POWERS
The Corporation is organized for general business purposes, with
unlimited power to engage in any lawful act concerning any and all lawful
business for which a corporation may
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be organized under the provisions of the Minnesota Statutes, Chapter 302A and to
do any and all things reasonably necessary or incidental to accomplish such
purposes.
ARTICLE III
DURATION
The duration of the Corporation is perpetual.
ARTICLE IV
REGISTERED OFFICE
The address of the registered office of the Corporation shall be:
SAC Technologies, Inc.
4444 West 76th Street, Suite 600
Edina, Minnesota 55453
ARTICLE V
AUTHORIZED SHARES
The Corporation is authorized to issue an aggregate total of Twenty
Million (20,000,000) shares of voting common capital stock having a par value of
$0.01 per share. The Board of Directors may establish multiple classes and
series of stock.
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ARTICLE VI
NO PRE-EMPTIVE RIGHTS
Shareholders shall have no pre-emptive rights with respect to the
shares of the Corporation.
ARTICLE VII
NO CUMULATIVE VOTING
Shareholders shall not be entitled to cumulate their votes for the
election of directors.
ARTICLE VIII
BOARD OF DIRECTORS
The business of the Corporation shall be managed by a Board of
Directors of not less than four (4) directors nor more than seven (7) directors.
ARTICLE IX
BYLAWS
The Board of Directors may from time to time by a vote of a majority of
its members, make, adopt, alter, amend or rescind all or any of the Bylaws of
the Corporation, subject to the power of the shareholders, as prescribed by
statute, to change or repeal such Bylaws.
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ARTICLE X
WRITTEN ACTIONS
Unless approval by the shareholders is required, action by the Board of
Directors may be taken by written action signed by the number of directors that
would be required to take the same action at a meeting of the Board of Directors
at which all directors were present.
ARTICLE XI
DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the Corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the Corporation Stock under Section 559 of the
Minnesota Business Corporation Act (MN Stat. Chapter 302A) or in violation of
federal or state securities laws; (iv) liability for any transaction from which
the director derived an improper personal benefit; or (v) liability for any act
or omission occurring prior to the date that this article becomes effective. If
Minnesota law is amended or otherwise modified to authorize the further
elimination or limitation of the liability of directors, then the liability of
the directors of the Corporation, in addition to the limitation of personal
liability provided herein, shall be limited to the fullest extent permitted by
such amended or otherwise modified Minnesota law.
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ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION
These Amended and Restated Articles of Incorporation may be amended at
any meeting of the Corporation's shareholders by an affirmative vote of the
holders of a majority of the voting power of the shares entitled to vote.
IN WITNESS WHEREOF, the undersigned sole member of the Board of
Directors and sole shareholder of the Corporation has executed these Amended and
Restated Articles of Incorporation this 24th day of April, 1996.
/s/ Barry M. Wendt
----------------------------------------
Barry M. Wendt
Chief Executive Officer
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CERTIFICATE OF CORRECTION
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
SAC TECHNOLOGIES, INC.
I, the undersigned, Barry M. Wendt, Chief Executive Officer of SAC
Technologies, Inc., a Minnesota business corporation (the "Corporation"),
organized under and pursuant to the provisions of Minnesota Statutes, Chapter
302A, hereby certify that on May 1, 1996, I filed with the Minnesota Secretary
of State Amended and Restated Articles of Incorporation of the Corporation
(Certificate Charter Number 7Q-978). When amending and restating the
Corporation's Articles, the last page incorrectly stated that I was the sole
director and sole shareholder at the time of filing. The amendment to the
Articles should read as follows:
RESOLVED, that the last page of the Amended and Restated Articles of
Incorporation be amended as follows:
IN WITNESS WHEREOF, the undersigned Chief Executive Officer hereby
certifies that all of the Board of Directors and all of the shareholders of the
Corporation unanimously approved these Amended and Restated Articles of
Incorporation on 24th day of April, 1996.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Correction on the 19th day of December, 1996.
/s/ Barry M. Wendt
----------------------------------------
Barry M. Wendt
Chief Executive Officer
Exhibit 5.1
(612) 340-5581
September 16, 1997
SAC Technologies, Inc.
4444 West 76th Street, Suite 600
Edina, Minnesota 55435
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of SAC Technologies, Inc. (the "COMPANY") in
connection with a Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") filed by the Company with the Securities and Exchange Commission
relating to the registration of shares of the Company's $.01 par value Common
Stock (the "COMMON STOCK") with respect to Selling Shareholders in the aggregate
amount of 750,000 shares of Common Stock. Upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
hereof and including and in reliance upon certain certificates by the Company,
it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The 750,000 shares of Common Stock registered in the Registration
Statement, when sold as contemplated in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
DOHERTY, RUMBLE & BUTLER,
PROFESSIONAL ASSOCIATION
By /s/ Stephen E. Smith
-------------------------------------
Stephen E. Smith
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 21, 1997 accompanying the financial
statements of SAC Technologies, Inc. included in the Annual Report on Form
10-KSB for the year ended December 31, 1996, which is incorporated by reference
in this Registration Statement. We consent to the incorporation by reference in
this Registration Statement of the aforementioned report.
/s/ Divine, Scherzer & Brody, Ltd.
Minneapolis, Minnesota
October 6, 1997
