<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
_______________
APERTUS TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
41-1349953
(I.R.S. Employer Identification No.)
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Apertus Technologies Incorporated 1995 Employee Stock Purchase Plan
(Full title of the plan)
Julie Cummins Brady, Esq. Copy to: Jay L. Swanson, Esq.
Apertus Technologies Incorporated Dorsey & Whitney P.L.L.P.
7275 Flying Cloud Drive 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, Minnesota 55402
(612) 828-0300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.05 par value) 200,000 $ 7.625 $ 1,525,000 $ 526
=======================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based upon the average of the bid and asked prices of the
Common Stock as reported by the Nasdaq Stock Market on December 18, 1995
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which have been filed by Apertus Technologies
Incorporated (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 2, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended July 2, 1995 and October 1, 1995.
(c) The Company's Current Report on Form 8-K filed on July 17, 1995.
(d) The description of the Company's capital stock contained in a
Form 8-A filed by the Company with the Securities and Exchange Commission,
under the Securities Exchange Act of 1934, as amended, and any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to 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
with respect to the Company, 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 with respect to the same acts or omissions if such person (1) has not
been indemnified 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 statutory procedure has been followed in the case of any
conflict of interest by a director; (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 person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, 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 the
Company are contained in Article X of the Company's Restated Articles of
Incorporation and Article VI of the Company's Bylaws.
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<PAGE>
Item 8. Exhibits.
--------
4 Shareholder Rights Plan (a)
5 Opinion of Dorsey & Whitney P.L.L.P. re: legality
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Deloitte & Touche LLP, independent auditors
23.3 Dorsey & Whitney P.L.L.P. (included in Exhibit 5 above)
24 Power of Attorney (included in the signature page hereto)
_________________________
(a) Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended March 29, 1992.
Item 9. Undertakings.
------------
A. Post-Effective Amendments
-------------------------
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;
(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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the issuer 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.
-3-
<PAGE>
B. Subsequent Documents Incorporated by Reference.
----------------------------------------------
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 thereby, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Claims for Indemnification.
--------------------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 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 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
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 Eden Prairie, Minnesota on December 21, 1995.
APERTUS TECHNOLOGIES, INCORPORATED
By /s/ Robert D. Gordon
----------------------------------------
Robert D. Gordon, Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 21, 1995. Each person whose signature to this
Registration Statement on Form S-8 appears below hereby constitutes and appoints
Robert D. Gordon and Julie Cummins Brady, and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution, to sign
on his or her behalf individually and in the capacity stated below and to
perform any acts necessary to be done in order to file all amendments to this
Registration Statement on Form S-8, and any and all instruments or documents
filed as part of or in connection with this Registration Statement on Form S-8
or the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
Signatures Title
---------- -----
/s/ Robert D. Gordon Chairman of the Board, Chief Executive
- ----------------------------- Officer, President and Director (principal
Robert D. Gordon executive officer)
/s/ Sue A. Hogue Chief Financial Officer
- ----------------------------- (principal financial officer)
Sue A. Hogue
/s/ Nicholas J. Covatta, Jr. Director
- -----------------------------
Nicholas J. Covatta, Jr.
/s/ Robert W. Fischer Director
- -----------------------------
Robert W. Fischer
/s/ Arch J. McGill Director
- -----------------------------
Arch J. McGill
/s/ Clarence W. Spangle Director
- -----------------------------
Clarence W. Spangle
/s/ George E. Hubman Director
- -----------------------------
George E. Hubman
-5-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
5 Opinion of Dorsey & Whitney P.L.L.P. re: legality..............
23.1 Consent of Ernst & Young LLP, independent auditors.............
23.2 Consent of Deloitte & Touche LLP, independent auditors.........
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<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Apertus Technologies Incorporated 1995 Employee Stock
Purchase Plan of our report dated May 5, 1995, with respect to the consolidated
financial statements of Apertus Technologies Incorporated incorporated by
reference in its Annual Report (Form 10-K) for the year ended April 2, 1995 and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
Minneapolis, Minnesota
December 19, 1995
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement of
Apertus Technologies Incorporated on Form S-8 of our report (on the consolidated
financial statements of Apertus Technologies Incorporated for the year ended
March 28, 1993) dated May 11, 1993, appearing in the Annual Report on Form 10-K
of Apertus Technologies Incorporated for the year ended April 2, 1995. We also
consent to the incorporation by reference in this Registration Statement of our
report (on the consolidated financial statements of BlueLine Software, Inc. as
of December 31, 1994 and 1993 and for each of the three years in the period
ended December 31, 1994) dated April 6, 1995, except for the third paragraph of
Note 3, Notes 4 and 13, as to which the date is June 22, 1995 (which expresses
an unqualified opinion and includes an explanatory paragraph relating to the
uncertainty concerning BlueLine Software, Inc.'s ability to continue as a going
concern) appearing in the Current Report on Form 8-K of Apertus Technologies
Incorporated dated July 17, 1995.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 20, 1995
