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As filed with the Securities and Exchange Commission on May 10, 2000
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
FARGO ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1959505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6533 FLYING CLOUD DRIVE
EDEN PRAIRIE, MINNESOTA 55344
(Address of Principal Executive Offices) (Zip Code)
----------------------------------
AMENDED AND RESTATED
FARGO ELECTRONICS, INC.
1998 STOCK OPTION AND GRANT PLAN
(Full title of the plan)
-----------------------------------
GARY R. HOLLAND
CHIEF EXECUTIVE OFFICER
FARGO ELECTRONICS, INC.
6533 FLYING CLOUD DRIVE
EDEN PRAIRIE, MN 55344
(952) 941-9470
(Name, address and telephone number,
including area code, of agent for service)
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED (1) REGISTERED (2) PRICE PER UNIT (3) OFFERING PRICE (3) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.01 per share 1,500,000 $6.1113 $9,167,000 $2,420
=====================================================================================================================
</TABLE>
(1) Each share of Common Stock includes one Series C Preferred Stock purchase
right pursuant to the terms of the Registrant's Stockholder Rights
Agreement dated February 9, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement also covers an
indeterminate number of additional shares as may be issuable as a result of
anti-dilution provisions contained in the plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act as follows: (i) with respect to options to purchase shares
previously granted under the plan, on the basis of the weighted average
exercise price of such option grants, and (ii) with respect to options to
be granted under the plan, on the basis of the average between the high and
low sales prices of the Registrant's Common Stock on May 5, 2000 as
reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Fargo Electronics, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(2) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") since December 31, 1999;
(3) The descriptions of the Company's Common Stock and Series C
Preferred Stock Purchase Rights contained in the Company's
Registration Statement on Form 8-A filed with the Commission on
January 20, 2000 pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock 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.
The Company's December 31 1999, 1998 and 1997 financial statements
incorporated by reference in this Registration Statement have been audited by
PricewaterhouseCoopers LLP or by Arthur Andersen LLP, independent auditors, for
the periods indicated in their respective reports which are incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999. The financial statements have been incorporated herein by
reference in reliance on the reports of PricewaterhouseCoopers LLP and Arthur
Andersen LLP, given on the authority of such firms as experts in accounting and
auditing. To the extent that PricewaterhouseCoopers LLP audits and reports on
the financial statements of the Company issued at future dates, and consents to
the use of their reports thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
report and said authority as experts.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the Exchange Act as described
in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware Law and the Company's Amended and Restated Certificate of
Incorporation provide that the Company shall, under certain circumstances and
subject to certain limitations, indemnify any director, officer, employee or
agent of the Company made or threatened to be made a party to a proceeding, by
reason of the former or present official capacity (as defined) of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain statutory
standards are met. Any such person is also entitled, subject to certain
limitations, to payment or reimbursement of reasonable expenses in advance of
the final disposition of the proceeding. "Proceeding" means a threatened,
pending or completed civil, criminal, administrative, arbitration or
investigative proceeding, including one by or in the right of the corporation.
The Company has also entered into indemnification agreements with all
of the directors and executive officers of the Company whereby the Company has
agreed to indemnify and hold harmless the directors and executive officers from
and against any claims, liability, damages or expenses incurred by them in or
arising out of their status, capacities and activities with respect to the
Company to the maximum extent permitted by Delaware law. The Company believes
that these agreements are necessary to attract and retain qualified persons as
directors and executive officers.
The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO.
4.1 Stockholder Rights Agreement, dated February 9, 2000, between the
Company and Norwest Bank Minnesota, National Association
(incorporated by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 (File No.
333-90937)).
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith
electronically).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith
electronically).
23.2 Consent of Arthur Andersen LLP (filed herewith electronically).
23.3 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on page 6 to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
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 Commission pursuant to
Rule 424(b) under the Securities Act 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 Commission such indemnification is against
public policy as expressed in the Securities 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
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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 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 of 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 Eden Prairie, State of Minnesota, on May 10, 2000.
FARGO ELECTRONICS, INC.
By: /s/ Gary R. Holland
-------------------------
Gary R. Holland
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gary R.
Holland and Kent O. Lillemoe, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 10, 2000 by the following persons
in the capacities indicated.
SIGNATURE TITLE
/s/ Gary R. Holland
- ---------------------- President and Chief Executive Officer and
Gary R. Holland Director (Principal Executive Officer)
/s/ Kent O. Lillemoe
- ---------------------- Vice President - Finance, Chief Financial
Kent O. Lillemoe Officer (Principal Financial and Accounting
Officer)
/s/ Michael C. Child
- ----------------------
Michael C. Child Director
/s/ Everett V. Cox
- ----------------------
Everett V. Cox Director
/s/ Elaine A. Pullen
- ----------------------
Elaine A. Pullen Director
/s/ William H. Gibbs
- ----------------------
William H. Gibbs Director
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
<S> <C> <C>
4.1 Stockholder Rights Agreement, dated February 9, 2000, Incorporated by reference to Exhibit 4.1 to theCompany's
between the Company and Norwest Bank Minnesota, Annual Report on Form 10-K dated March 24, 2000 for the year
National Association.................................. ended December 31, 1999 (File No. 333-90937).
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP............. Filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP................... Filed herewith.
23.2 Consent of Arthur Andersen LLP...........................Filed herewith.
23.3 Consent of Oppenheimer Wolff & Donnelly LLP............. Included in Exhibit 5.1.
24.1 Power of Attorney....................................... Included on page 5 of this Registration Statement.
</TABLE>
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[Oppenheimer Wolff & Donnelly LLP Letterhead] EXHIBIT 5.1
May 5, 2000
Fargo Electronics, Inc.
6533 Flying Cloud Drive
Eden Prairie, MN 55344
RE: FARGO ELECTRONICS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Fargo Electronics, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of 1,500,000
shares (collectively, the "Shares") of the Company's common stock, $.01 par
value per share, including the Series C Preferred Stock Purchase Rights attached
thereto (the "Common Stock") issuable under the Company's Amended and Restated
1998 Stock Option and Grant Plan (the "Plan"), pursuant to a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on May
10, 2000.
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Plan.
2. The Shares have been duly authorized and, when issued, delivered and paid
for according to the Plan, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to laws other than those of the State of
Delaware and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 16, 2000 relating to the
financial statements and financial statement schedule of Fargo Electronics,
Inc., which appear in Fargo Electronics, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 9, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 19, 1998 included in Fargo Electronics,
Inc.'s Form 10-K for the year ended December 31, 1999, and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
May 8, 2000
