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As filed with the Securities and Exchange Commission on July 15, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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SHOWCASE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1628214
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4115 Highway 52 North, Suite 300
Rochester, Minnesota 55901-0144
(Address of principal executive offices) (Zip Code)
AMENDED 1991 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
SHOWCASE CORPORATION 1999 STOCK INCENTIVE PLAN
SHOWCASE CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Craig W. Allen Copy to:
Chief Financial Officer Kenneth L. Cutler
ShowCase Corporation Dorsey & Whitney LLP
4115 Highway 52 North, Suite 300 Pillsbury Center South
Rochester, Minnesota 55901-0144 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(507) 288-5922
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered Registered(1) share(2) price(2) fee
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Common Stock
($.01 par value) 4,640,290 shares $9.00 $31,521,268 $8,763
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(1) Pursuant to Rule 416(c) 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.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c). The proposed maximum aggregate
offering price has been calculated as follows: options to purchase
1,630,787 shares have been issued with an approximate weighted average
stock exercise price of $2.72; and the stock exercise price with respect to
3,009,503 shares that are being registered herein but remain unissued is
based upon the average of the high and low prices of the Common Stock as
reported on the Nasdaq consolidated reporting system on July 12, 1999.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by ShowCase Corporation (the "Company")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's prospectus filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "1933 Act"), in connection
with the Registration Statement No. 333-77223 on Form S-1 filed with
the Commission on April 28, 1999, together with any amendments
thereto, in which there is set forth audited financial statements for
the Company's fiscal years ended March 31, 1999 and 1998; and
(b) The description of the Company's Common Stock contained in Item 1 of
the Registration Statement on Form 8-A dated June 25, 1999, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Registration Statement on Form
S-8 and prior to the termination of the offering described herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents. Any statement contained herein
or in a document all or part of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
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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 in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court.
Provisions regarding indemnification of officers and directors of ShowCase
to the extent permitted by Section 302A.521 are contained in ShowCase's articles
of incorporation and bylaws.
The Company maintains a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
4.1 Specimen of Common Stock certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-77223)).
4.2 Warrant Agreement to purchase shares of capital stock of the
Company issued to Comdisco, Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-1
(File No. 333-77223)).
4.3 Registration Rights Provisions (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-1
(File No. 333- 77223)).
5.1 Opinion and Consent of Counsel.
23.1 Consent of KPMG LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney.
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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, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(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) above will not
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished 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.
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(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
Securities Act and is, therefor, 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 other
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
Securities Act and will be governed by the final adjudication of such issue.
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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 Rochester, State of Minnesota, on the 15th day of
July, 1999.
SHOWCASE CORPORATION
By /s/ Craig W. Allen
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Craig W. Allen
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 15th day of July, 1999, by the
following persons in the capacities indicated.
Signature Title
--------- -----
*
- ------------------------------ President, Chief Executive Officer and
Kenneth H. Holec Director (principal executive officer)
/s/ Craig W. Allen Chief Financial Officer
- ----------------------------- (principal financial officer and
Craig W. Allen principal accounting officer)
*
- ----------------------------- Director
Promod Haque
*
- ----------------------------- Director
C. McKenzie Lewis III
*
- ----------------------------- Director
Jack Noonan
*
- ----------------------------- Director
Dennis Semerad
*By /s/ Craig W. Allen
-----------------------------
Craig W. Allen
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Page
- ------- ----
4.1 Specimen of Common Stock certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-77223))
4.2 Warrant Agreement to purchase shares of capital stock of the
Company issued to Comdisco, Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-1
(File No. 333-77223))
4.3 Registration Rights Provisions (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-1
(File No. 333-77223))
5.1 Opinion and Consent of Counsel
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
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EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
ShowCase Corporation
4115 Highway 52 North, Suite 300
Rochester, Minnesota 55901-0144
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ShowCase Corporation, a Minnesota corporation
(the "Company"), and have advised the Company in connection with a registration
statement on Form S-8 relating to the sale by the Company from time to time of
up to 4,640,290 shares (the "Shares") of common stock, par value $.01 per share,
of the Company ("Common Stock") issuable under the Amended 1991 Long- Term
Incentive and Stock Option Plan, the ShowCase Corporation 1999 Stock Incentive
Plan and the ShowCase Corporation 1999 Employee Stock Purchase Plan
(collectively, the "Plans").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinion set
forth below.
In rendering our opinion set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinion, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
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We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: July 15, 1999 Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
ShowCase Corporation:
We consent to the use of our reports incorporated herein by reference in this
Form S-8 registration statement.
/s/ KPMG LLP
Minneapolis, MN
July 13, 1999
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Craig W. Allen and Kenneth H. Holec (each
with full power to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign a Registration Statement on
Form S-8 and any or all amendments (including post-effective amendments)
thereto, with respect to the Amended 1991 Long-Term Incentive and Stock Option
Plan, the ShowCase Corporation 1999 Stock Incentive Plan and the ShowCase
Corporation 1999 Employee Stock Purchase Plan, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary 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 attorneys-in-fact and agents, or their or
his substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kenneth H. Holec President, Chief Executive Officer June 29, 1999
- -------------------------------- and Director
Kenneth H. Holec (principal executive officer)
/s/ Craig W. Allen Chief Financial Officer June 29, 1999
- -------------------------------- (principal financial officer and
Craig W. Allen principal accounting officer)
/s/ Promod Haque Director June 29, 1999
- --------------------------------
Promod Haque
/s/ C. McKenzie Lewis III Director June 29, 1999
- --------------------------------
C. McKenzie Lewis III
/s/ Jack Noonan Director June 29, 1999
- --------------------------------
Jack Noonan
/s/ Dennis Semerad Director June 29, 1999
- --------------------------------
Dennis Semerad
</TABLE>
