As filed with the Securities and Exchange Commission on April 12, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
WASHINGTON SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0691607
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
2605 W. WAYZATA BOULEVARD
LONG LAKE, MINNESOTA 55356
(Address of Principal Executive Offices and zip code)
____________________________
WASHINGTON SCIENTIFIC INDUSTRIES, INC.
1994 STOCK PLAN
(Full title of the Plan)
____________________________
Michael J. Pudil
President
Washington Scientific Industries, Inc.
2065 W. Wayzata Boulevard
Long Lake, MN 55356
(612) 473-1271
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Charles P. Moorse
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares $3.75 (1) $937,500(1) $323.28
$0.10 par value
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and
low prices of the Company's Common Stock on the Nasdaq Small Cap Market on
April 10, 1995.
PART I
Pursuant to the Note to Part I of Form S-8, the information
required by Items 1 and 2 of Form S-8 is not filed as a part of this
Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the fiscal year ended
August 28, 1994.
(b) The Definitive Proxy Statement dated December 2, 1994 for the 1995
Annual Meeting of Shareholders.
(c) The Quarterly Reports on Form 10-Q for the quarters ended November 27,
1994 and February 26, 1995.
(d) The description of the Company's Common Stock as set forth in the
Company's Form S-8 Registration Statement dated January 15, 1988 (Registration
No. 33-19650), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Gerald E. Magnuson, Secretary of the Company, is of counsel with Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:
(1) Has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements,
incurred by the person in connection with the proceeding with
respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255
(Director Conflicts of Interest), if applicable, has been
satisfied;
(4) In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions occurring in
the official capacity described in subdivision 1, paragraph (c),
clause (3), reasonably believed that the conduct was not opposed to
the best interests of the corporation. If the person's acts or
omissions complained of in the proceeding relate to conduct as a
director, officer, trustee, employee, or agent of an employee
benefit plan, the conduct is not considered to be opposed to the
best interests of the corporation if the person reasonably believed
that the conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
as to the legality of the common stock
offered pursuant to the stock plan
referred to herein
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent public accountants
24.1 A power of attorney is set forth on the signature page of the
Registration Statement.
_____________________
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, represents 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 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.
(h) 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 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 than 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 connected 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 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.
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 Long Lake, State of Minnesota, on March 23, 1995.
WASHINGTON SCIENTIFIC INDUSTRIES, INC.
By /s/ Michael J. Pudil
Michael J. Pudil, President
POWER OF ATTORNEY
The undersigned officers and directors of Washington Scientific
Industries, Inc. hereby constitute and appoint Michael J. Pudil and William J.
Lucke, 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 and 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, as amended,
this registration statement has been signed below by the following persons on
March 23, 1995 in the capacities indicated.
Signature
/s/ Michael J. Pudil
Michael J. Pudil, President,
Chief Executive Officer (Principal
Executive Officer) and Director
/s/ William J. Lucke
William J. Lucke,
Vice President and Treasurer
(Principal Financial Officer)
/s/ George J. Martin
George J. Martin, Chairman of
the Board
/s/ Paul Baszucki
Paul Baszucki, Director
/s/ Melvin L. Katten
Melvin L. Katten, Director
/s/ T.E. Larsen
T.E. Larsen, Director
/s/ Gerald E. Magnuson
Gerald E. Magnuson, Director
/s/ Eugene J. Mora
Eugene J. Mora, Director
Exhibit 5.1
March 31, 1995
Washington Scientific Industries, Inc.
2605 W. Wayzata Boulevard
Long Lake, Minnesota 55356
Re: Opinion of Counsel as to Legality of 250,000 Shares of Common
Stock to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 250,000 shares of Common Stock, $0.10 par
value, of Washington Scientific Industries, Inc. (the "Company") offered to
officers, other key employees and non-employee directors pursuant to the
Washington Scientific Industries, Inc. 1994 Stock Plan (the "Plan").
We advise you that it is our opinion, based on our familiarity with the
affairs of the Company and upon our examination of pertinent documents, that the
250,000 shares of Common Stock to be issued by the Company under the Plan, will,
when paid for and issued, be validly issued and lawfully outstanding, fully paid
and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
Exhibit 23.1
Consent of Linquist & Vennum P.L.L.P.
(included in Exhibit 5.1)
Exhibit 23.2
INDEPENDENT AUTIORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Washington Scientific Industries, Inc. on Form S-8 of our report dated November
22, 1994 appearing in the Annual Report on Form 10-K of Washington Scientific
Industries, Inc. for the year ended August 28, 1994.
/s/ Deloitte & Touche LLP
Minneapolis Minnesota
April 6, 1995
Exhibit 24.1
A power of attorney is set forth on the signature page of the Registration
Statement.
