SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ACI Telecentrics, Incorporated
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1572571
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
3100 West Lake Street, Suite 300
Minneapolis, Minnesota 55416
(Address of Principal Executive Office and Zip Code)
1996 Stock Option Plan
(Full Title of the Plan)
Steven A. Kahn
ACI Telecentrics, Incorporated
3100 West Lake Street, Suite 300
Minneapolis, Minnesota 55416
(612) 928-4766
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John A. Satorius
Fredrikson & Byron, P.A.
900 Second Avenue South, Suite 1100
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
Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the Plan
150,000 shares $3.125 $468,750 $138.28
TOTAL:
$138.28
================================================================================================================
(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 average of the high and low
prices of the Registrant's Common Stock on January 13, 1998.
</TABLE>
<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. 33-17281, 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 Minneapolis and State of Minnesota, on the 31st
day of December, 1997.
ACI Telecentrics, Incorporated
(the "Registrant")
By /s/ Rick N. Diamond
Rick N. Diamond, Chief Executive Officer
and Secretary
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 Rick N. Diamond and
Gary B. Cohen 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 ACI Telecentrics, 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.
Signature Title Date
/s/ Rick N. Diamond Director, Chief Executive December 31, 1997
Rick N. Diamond Officer and Secretary
/s/ Gary B. Cohen Director and President December 31, 1997
Gary B. Cohen
/s/ Steven A. Kahn Vice President and Chief January 11, 1998
Steven A. Kahn Financial Officer
/s/ Seymour Levy Director December 22, 1997
Seymour Levy
/s/ Douglas W. Franchot Director December 18, 1997
Douglas W. Franchot
/s/ Phillip T. Levin Director December 18, 1997
Phillip T. Levin
/s/ James W. Lupient Director December 31, 1997
James W. Lupient
/s/ Thomas F. Madison Director December 19, 1997
Thomas F. Madison
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
ACI Telecentrics, Incorporated
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Form S-8 Registration Statement
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E X H I B I T I N D E X
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Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Independent Auditors' Consent
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
January 13, 1997
ACI Telecentrics, Incorporated
3100 West Lake Street, Suite 300
Minneapolis, MN 55416
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to ACI Telecentrics, 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 430,000 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 Restricted Articles of Incorporation.
2. The Company's Restated Bylaws.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and amendment 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:
1. The Shares are validly authorized by the Company's Restated
Articles of Incorporation.
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/ John A. Satorius
John A. Satorius
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of ACI Telecentrics, Incorporated (the "Registrant") on Form S-8
relating to the 1996 Stock Option Plan of our report dated February 10, 1997,
incorporated by reference in the Annual Report on Form 10-KSB of ACI
Telecentrics, Incorporated for the year ended December 31, 1996.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
January 6, 1998
