Registration No. 333-
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)
Russ Jackson
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
570,000 shares $1.875 $1,068,750 $282.15
TOTAL:
$282.15
======================== ====================== ====================== ====================== ======================
</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 average of the bid and asked
prices of the Registrant's Common Stock on August 2, 2000.
<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 July, 2000.
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 July 31, 2000
Rick N. Diamond Officer and Secretary
/s/ Gary B. Cohen Director and President July 31, 2000
Gary B. Cohen
/s/ Russ Jackson Chief Financial Officer July 31, 2000
Russ Jackson
/s/ Seymour Levy Director July 31, 2000
Seymour Levy
/s/ Douglas W. Franchot Director July 31, 2000
Douglas W. Franchot
/s/ Philip T. Levin Director July 31, 2000
Phillip T. Levin
/s/ Thomas F. Madison Director July 31, 2000
Thomas F. Madison
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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Page No.
Exhibit
Number Exhibit Description
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Opinion and Consent of counsel re securities
5 under the Plan................................... 5
23.1 Consent of counsel..................................... See Exhibit 5
23.2 Independent Auditors' Consent.......................... 7
24 Power of attorney.....................................See signature page
