As filed with the Securities and Exchange Commission on July 28, 2000.
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ONTRACK DATA INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1521650
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9023 COLUMBINE ROAD, EDEN PRAIRIE, MINNESOTA 55347
(Address of Principal Executive Offices, Including Zip Code)
ONTRACK DATA INTERNATIONAL, INC.
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Michael W. Rogers Copy to:
Chief Executive Officer Sari KM Laitinen
ONTRACK Data International, Inc. Robins, Kaplan, Miller & Ciresi L.L.P.
9023 Columbine Road 2800 LaSalle Plaza
Eden Prairie, Minnesota 55347 800 LaSalle Avenue
Minneapolis, Minnesota 55402
(Name and Address of Agent for Service) (612) 349-8500
(952) 937-1107
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,000,000 shares $9.75 $9,750,000 $2,574
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</TABLE>
(1) 1,000,000 shares were registered on Form S-8 (333-18969) on December 30,
1996; 400,000 shares were registered on Form S-8 (333-87873) on September
27, 1999; and 1,000,000 shares are being registered herewith.
(2) Pursuant to Rule 457(c) and (h)(1), the per share price is estimated,
solely for the purpose of determining the registration fee, based upon the
average of the high and low prices for such common stock on July 21, 2000
as reported on The Nasdaq National Market.
<PAGE>
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-18969) was filed
with the Securities and Exchange Commission (the "Commission") on December 30,
1996 covering the registration of 1,000,000 shares initially authorized for
issuance under the Company's 1996 Stock Incentive Plan (the "Plan"). A
Registration Statement on Form S-8 (333-87873) was filed on September 27, 1999
to register an additional 400,000 shares under the Plan. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 1,000,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of shares
under the Plan by 1,000,000 was authorized by the Company's Board of Directors
on February 3, 2000 and such amendment was approved by the Company's
shareholders on May 25, 2000. This Registration Statement should also be
considered a post-effective amendment to the prior Registration Statements.
Pursuant to General Instruction E of Form S-8, the contents of the prior
Registration Statements are incorporated herein by reference.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the
legality of Common Stock of the Company (filed electronically
herewith).
23.1 Consent of Grant Thornton LLP (filed electronically herewith).
23.2 Consent of PricewaterhouseCoopers LLP (filed electronically
herewith).
23.3 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 The Company's 1996 Stock Incentive Plan, as amended (filed
electronically herewith).
-2-
<PAGE>
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, thereto duly
authorized, in the City of Eden Prairie, State of Minnesota on July 26, 2000.
ONTRACK DATA INTERNATIONAL, INC.
By /s/ Michael W. Rogers
------------------------------------------
Michael W. Rogers, Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of ONTRACK Data International,
Inc. hereby constitute and appoint Michael W. Rogers and Thomas P. Skiba, or
either of them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, 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 agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 26,
2000.
SIGNATURE TITLE
/s/ Michael W. Rogers Chairman, Chief Executive Officer
------------------------------ (Principal Executive Officer) and Director
Michael W. Rogers
/s/ Thomas P. Skiba Vice President and Chief Financial Officer
------------------------------ (Principal Financial and Accounting Officer)
Thomas P. Skiba
/s/ Gary S. Stevens Senior Vice President, Engineering and
------------------------------ Director
Gary S. Stevens
/s/ John E. Pence Director
------------------------------
John E. Pence
/s/ Roger D. Shober Director
------------------------------
Roger D. Shober
/s/ Robert M. White Director
------------------------------
Robert M. White, Ph.D.
