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Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WATERS INSTRUMENTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0832194
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification Number)
2411 Seventh Street N.W.
Rochester, Minnesota 55901
(Address of Principal Executive Office and Zip Code)
Waters Instruments, Inc. 1997 Associates Stock Purchase Plan
(Full Title of the Plan)
Jerry W. Grabowski
President and Chief Executive Officer
Waters Instruments, Inc.
2411 Seventh Street, N.W.
Rochester, Minnesota 55901
(507) 288-7777
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to: Elizabeth M. Reiskytl
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registra-
Per Share(2) Offering Price(2) tion Fee
Options to Purchase
Common Stock under
The 1997 Plan Indefinite $0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
1997 Plan 200,000 shares $5.75 $1,150,000 $339.25
TOTAL: $339.25
<FN>
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 December 10, 1997.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
or either (I)the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form 10 or
10-SB filed under the Securities Exchange Act of 1934
containing audited financial statements for the Registrant's
latest fiscal year;
(b)All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant document referred to in
above;
(c)If the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, the
description of such class of securities contained in a
registration statement filed under such Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 such
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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless
prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its
directors, officers, employees and agents against
judgments, penalties, fines, settlements, expenses and disbursements incurred by
such person who was, or is threatened to be, made a party to a proceeding by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation if generally, with respect to the acts or
omissions of the person complained of in the proceeding, the person: (i) has
not been indemnified by another organization with respect to the same acts or
omissions; (ii) acted in good faith, (iii) received no improper personal
benefit; (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (v) reasonably believed the conduct was in
the best interests of the corporation or, in certain circumstances, reasonably
believed that the conduct was not opposed to
the best interests of the corporation. Minnesota corporate law also provides
that a corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person, whether or
not the corporation would have been required to indemnify the
person against liability under the provisions of Minnesota corporate law. The
Registrant's Articles of Incorporation and Bylaws do not limit the Registrant's
obligation to indemnify such persons.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A. relating to
the legality of securities under the 1997 Associates Stock
Purchase Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in their
opinion filed as Exhibit 5.
23.2 Consent of McGladrey & Pullen LLP.
24 Power of Attorney from certain directors.
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;
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(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 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 purposes 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 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 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 whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by final
adjudication of such issue.
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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 Rochester and State of Minnesota, on the 16th
day of December, 1997.
WATERS INSTRUMENTS, INC.
(the "Registrant")
By /s/ Jerry W. Grabowski
Jerry W. Grabowski
President and Chief Executive Officer
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 Jerry W. Grabowski his
true and lawful attorney-in-fact and agent, 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 Waters Instruments,
Inc. relating to the Company's 1997 Associates Stock Purchase 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.
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Signature Title Date
/s/ Jerry W. Grabowski President, Chief Executive Officer
Jerry W. Grabowski and Director (principal executive
officer) 12-16-97
/s/ Gregg Anshus Chief Financial Officer and Treasurer
Gregg Anshus (principal financial and
accounting officer) 12-16-97
/s/ William R. Franta Director
William R. Franta 12-16-97
/s/ Charles G. Schiefelbein Director
Charles G. Schiefelbein 12-16-97
/s/ John A. Grimstad Secretary and Director
John A. Grimstad 12-16-97
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WATERS INSTRUMENTS, INC.
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 (included in Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (included on signature page)
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Fredrikson & Byron, P.A.
1100 International Centre
900 Second Ave. S.
Minneapolis, MN 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
December 11, 1997
Waters Instruments, Inc.
2411 Seventh Street NW
Rochester, MN 55901
Re: Exhibit 5 - Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Waters Instruments, Inc. (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 200,000 shares (the "Shares")
of Common Stock issuable pursuant to the Company's 1997 Associates Stock
Purchase 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 Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors
and shareholders of the Company pertaining to the adoption and
approval of the Plan.
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 Articles of
Incorporation, as amended.
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Page 2
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. Grimstad
John A. Grimstad
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated August 7, 1997, on the financial
statements of Waters Instruments, Inc., which report appears in Waters
Instruments, Inc.'s Annual Report on Form 10-KSB for the year ended June 30,
1997.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Rochester, MN
December 12, 1997
