|
Previous: FIXED INCOME SHARES, 24F-2NT, 2001-01-09 |
Next: FARGO ELECTRONICS INC, S-8, EX-5.1, 2001-01-09 |
As filed with the Securities and Exchange Commission on January 9, 2001
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 (State or other jurisdiction of incorporation or organization) |
41-1959505 (I.R.S. Employer Identification No.) |
|
6533 Flying Cloud Drive Eden Prairie, Minnesota (Address of Principal Executive Offices) |
55344 (Zip Code) |
FARGO ELECTRONICS, INC.
2001 EMPLOYEE STOCK PURCHASE 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
Title of securities to be registered(1) | Amount to be registered(2) | Proposed maximum offering price per unit(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee | ||||
Common Stock par value $.01 per share | 250,000 | $2.81 | $703,125 | $175.79 | ||||
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:
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 and related financial statement schedule incorporated by reference in this Registration Statement have been audited by PricewaterhouseCoopers LLP or by Arthur Andersen LLP, independent accountants, 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 and financial statement schedule 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.
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
2
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.
3
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;
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.
4
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 January 9, 2001.
FARGO ELECTRONICS, INC. | ||||
By: |
/s/ GARY R. HOLLAND Gary R. Holland President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Gary R. Holland and Jeffrey D. Upin, 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 January 9, 2001 by the following persons in the capacities indicated.
Signature |
Title |
|
---|---|---|
/s/ GARY R. HOLLAND Gary R. Holland |
President and Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ TONY J. DICK Tony J. Dick |
Director of Finance (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 |
|
5
/s/ WILLIAM H. GIBBS William H. Gibbs |
Director |
|
/s/ KENT O. LILLEMOE Kent O. Lillemoe |
Director |
6
No. |
Item |
Method of Filing |
||
---|---|---|---|---|
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 dated March 24, 2000 for the year 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 6 of this Registration Statement. |
7
|