<PAGE>
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
APERTUS TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1349953
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(612) 828-0300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Julie Cummins Brady Copy to:
Apertus Technologies Incorporated William B. Payne
7275 Flying Cloud Drive Dorsey & Whitney P.L.L.P.
Eden Prairie, Minnesota 55344 220 South Sixth Street
(612) 828-0300 Minneapolis, Minnesota 55402
(612) 340-2722
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
--------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
--------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
--------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
--------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
--------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Each Amount Proposed Maximum Amount of
Class of Securities to be Aggregate Registration
to be Registered Registered Offering Price* Fee
------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock
($.05 par value) 504,252 $3,718,859 $1,282.37
==============================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based upon
the average of the high and low sales prices for such Common Stock on August
3, 1995, as reported on the Nasdaq National Market.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 8, 1995
PROSPECTUS
APERTUS TECHNOLOGIES INCORPORATED
--------------------
504,252 SHARES
OF
COMMON STOCK
($.05 PAR VALUE)
--------------------
This Prospectus relates to an aggregate of 504,252 shares (the "Shares") of
Common Stock, par value $.05 per share (the "Common Stock"), of Apertus
Technologies Incorporated, a Minnesota corporation ("Apertus" or the "Company"),
that may be sold from time to time by the stockholders named herein (the
"Selling Stockholders"). See "Selling Stockholders." The Company will not
receive any proceeds from the sale of the Shares. The Company has agreed to pay
the expenses of registration of the Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the Nasdaq National Market, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market. On August 3,
1995, the closing price of the Common Stock on the Nasdaq National Market was
$7.50 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is August __, 1995.
<PAGE>
AVAILABLE INFORMATION
Apertus is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the Public
Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission at Seven
World Trade Center, 13th Floor, New York, New York 10007, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, Apertus Common Stock is quoted on the Nasdaq National
Market, and material filed by Apertus may be inspected at the offices of the
National Association of Securities Dealers, Inc., Market Listing Section, 1735 K
Street, N.W., Washington, D.C. 20006. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company that have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(i) the Annual Report on Form 10-K for the year ended
April 2, 1995;
(ii) the Quarterly Report on Form 10-Q for the quarter ended
July 2, 1995;
(iii) the Current Report on Form 8-K filed July 17, 1995 and all
exhibits thereto, including the Acquisition Agreement dated
June 26, 1995 among Apertus, BlueLine Acquisition Co. and
BlueLine Software, Inc.; and
(iv) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (filed July 28,
1983), the description of the Company's Shareholders' Rights
Plan contained in the Company's Registration Statement on
Form 8-A (filed October 2, 1986), and any amendment or report
filed for the purpose of updating such descriptions filed
subsequent to the date of this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference into this Prospectus 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 Prospectus 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 Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Sue A. Hogue, Chief Financial Officer, Apertus Technologies
Incorporated, 7275 Flying Cloud Drive, Eden Prairie, Minnesota, 55344, telephone
number (612) 828-0300.
-2-
<PAGE>
APERTUS TECHNOLOGIES INCORPORATED
The Company provides computer communications products that enable customers
to successfully integrate traditional large scale systems (referred to as
"legacy systems") with open systems computing environments. The Company was
incorporated under Minnesota law in 1979. Its principal executive offices are
located at 7275 Flying Cloud Drive, Eden Prairie, Minnesota 55344, and its
telephone number is (612) 828-0300. For further information concerning the
Company, see the documents incorporated by reference herein as described under
"Incorporation of Certain Documents by Reference."
RECENT DEVELOPMENTS
On July 20, 1995, the Company announced that its Board of Directors had
authorized a stock repurchase program under which up to 500,000 shares of the
Company's Common Stock may be repurchased from time to time at prevailing prices
in the open market, by block purchases or in private transactions and may be
discontinued at any time. The shares repurchased will be available for
reissuance pursuant to employee stock option and purchase plans and for other
corporate purposes. The Company intends to fund such repurchases with
internally generated funds. The Company had approximately 14,040,751 shares of
Common Stock outstanding as of July 2, 1995.
SELLING STOCKHOLDERS
The Selling Stockholders are former shareholders of BlueLine Software, Inc.
("BlueLine"). The Selling Stockholders acquired the Shares in connection with
the acquisition of BlueLine by the Company on June 30, 1995. None of such
Selling Stockholders owned one percent or more of the Company's Common Stock as
of June 30, 1995.
The following table sets forth certain information as to the maximum number
of shares of Common Stock that may be sold by each of the Selling Stockholders
pursuant to this Prospectus.
<TABLE>
<CAPTION>
Maximum Number of
Shares to be Sold
Name Pursuant to this Prospectus
---- ---------------------------
<S> <C>
Mary Jo Blaisdell.............................. 135
William Brest.................................. 307
Kenneth Brinkman............................... 161
Willard Cecchi................................. 12,020
Arthur Coates.................................. 138
James R. Greupner.............................. 443
Lloyd Hagemo................................... 152
Raymond Hitti.................................. 443
Jeffrey Huset.................................. 126
Marianne Miller Taylor......................... 1,715
Dennis Nack.................................... 115
Anthony Noto................................... 107
Eric Nystrom................................... 443
Edward W. Bergquist, Trustee (1)............... 9,054
Michael Ryan................................... 200
Michael Rydberg................................ 107
Phillip Smith.................................. 3,431
The 530 Fund II Limited Partnership............ 20,825
Corcoran Capital Management Corporation........ 12,823
David Johnson.................................. 4,890
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C>
First Trust National Association, Trustee (2).. 1,213
James R. Loonam................................ 7,153
J. F. Shea Co., Inc............................ 44,011
J. F. Shea Co. Inc., as Nominee 1988-16....... 19,063
J. F. Shea Co., Inc., as Nominee 1990-9........ 22,100
Ivars Kauls.................................... 1,264
Minnesota Seed Capital Fund I,
Limited Partnership......................... 39,480
Minnesota Seed Capital Fund II,
Limited Partnership......................... 49,845
MorAmerica Capital Corporation................. 28,922
North Star Ventures II , Inc................... 30,174
Northland Capital Venture Partnership.......... 13,312
Pathfinder Venture Capital Fund II,
A Limited Partnership....................... 139,186
Dialogic Systems Corp.......................... 7,694
Shared Ventures, Inc........................... 5,205
Stephen B. Schwahn............................. 409
Threshold Ventures, Inc........................ 8,874
Wilkie Associates.............................. 13,442
Robert J. D. Wilkie, Trustee (3)............... 2,635
William A. Wilkie, Trustee (4)................. 2,635
---------------
</TABLE>
(1) All of such shares are held in a trust for the benefit of the bankrupt
estate of Ellis H. Pedersen, for which trust Edward W. Bergquist serves as
trustee.
(2) All of such shares are held in a trust for the benefit of the David B.
Johnson IRA, for which trust First National Trust Association serves as
trustee.
(3) All of such shares are held in a trust, the Wilkie Associates Pension
Plan, for the benefit of Robert J.D. Wilkie, for which trust Robert J.D.
Wilkie serves as trustee.
(4) All of such shares are held in a trust for the benefit of the William A.
Wilkie Self Employed Retirement Plan, for which trust William A. Wilkie
serves as trustee.
BlueLine is a company duly organized under the laws of the State of
Minnesota, and its business consists primarily of developing software for
enterprise-wide management of client/server computing. Prior to the acquisition
of BlueLine by the Company, Willard Cecchi served as President and Chief
Executive Officer of BlueLine. Mr. Cecchi now serves as an executive officer of
the Company. Prior to the acquisition, Lloyd Hagemo served as Vice President of
Development of BlueLine, but he does not serve as a director or executive
officer of the Company.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Stockholders for their
own accounts. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including legal and accounting fees.
The Selling Stockholders may offer and sell the Shares from time to time in
transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in
-4-
<PAGE>
the form of discounts, concessions or commissions from the Selling Stockholders
or the purchasers of Shares for whom such brokers or dealers may act as agent or
to whom they may sell as principal, or both. As of the date of this Prospectus,
the Company is not aware of any agreement, arrangement or understanding between
any broker or dealer and the Selling Stockholders.
The Selling Stockholders and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of Shares as principals
may be deemed underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements of the Company at April 2, 1995 and
for the two years then ended, incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended April 2, 1995, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon reports of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements of Apertus Technologies Incorporated
for the year ended March 28, 1993 incorporated in this Prospectus by reference
from the Apertus Technologies Incorporated Annual Report on Form 10-K for the
fiscal year ended April 2, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report dated May 11, 1993 incorporated
herein by reference. In addition, 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 incorporated in this
Prospectus by reference from the Apertus Technologies Incorporated Current
Report on Form 8-K filed July 17, 1995 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report 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, incorporated herein by reference (which report 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). Such consolidated financial statements of Apertus Technologies
Incorporated and Blue Line Software, Inc. for the years referred to above are
incorporated herein in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney P.L.L.P., Pillsbury Center South, 220 South Sixth
Street, Minneapolis, Minnesota 55402.
-5-
<PAGE>
===============================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or by any other person. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy a security other than the shares of Common Stock offered hereby, nor
does it constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby to any person in any jurisdiction in which it
is unlawful to make such an offer or solicitation to such person. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstance create any implication that the information contained herein is
correct as of any date subsequent to the date hereof.
--------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............................................ 2
Incorporation of Certain Documents by Reference.................. 2
Apertus Technologies Incorporated................................ 3
Recent Developments.............................................. 3
Selling Stockholders............................................. 3
Plan of Distribution............................................. 4
Experts.......................................................... 5
Legal Matters.................................................... 5
</TABLE>
===============================================================================
===============================================================================
504,252 SHARES
APERTUS
TECHNOLOGIES
INCORPORATED
COMMON STOCK
--------------------
PROSPECTUS
--------------------
AUGUST , 1995
===============================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee................... $1,282
Transfer Agent Fees.................... 700
Accounting Fees and Expenses........... 1,000
Legal Fees and Expenses................ 3,000
Miscellaneous.......................... 1,018
------
Total.............................. $7,000
======
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 521 of the Minnesota Business Corporation Act (Minn. Stat. Section
302A.521) 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 (a) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties or fines; (b) acted in good
faith; (c) received no improper personal benefit, and statutory procedure has
been followed in the case of any conflict of interest by a director; (d) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and (e) 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.
Article X of the Company's Restated Articles of Incorporation, as amended,
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its shareholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
the Minnesota statutory provisions making directors personally liable for
unlawful inducement of purchase or sale of securities, or unlawful dividends, or
unlawful stock repurchases or redemptions; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the date when such Article X became effective. If
the Minnesota Business Corporation Act is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Company, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the
Minnesota Business Corporation Act, as amended.
Article VI of the Bylaws of the Company provides that the officers and
directors of the Company and certain others shall be indemnified to the same
extent permitted by Minnesota law.
II-1
<PAGE>
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
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 the final adjudication of
such issue.
ITEM 16. LIST OF EXHIBITS
2 Acquisition Agreement dated June 26, 1995 among Apertus, BlueLine
Acquisition Co. and BlueLine Software, Inc. (incorporated by reference
to Exhibit 2 to the registrant's Current Report on Form 8-K dated July
17, 1995).
5 Opinion of Dorsey & Whitney P.L.L.P. regarding validity.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney.
ITEM 17. UNDERTAKINGS
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 to such information in the
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) 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 the registration
statement or any material change in the information set forth in the
registration statement;
II-2
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 to the Commission 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.
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 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.
II-3
<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-3 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 August 8, 1995.
APERTUS TECHNOLOGIES INCORPORATED
By /s/ Robert D. Gordon
-------------------------------------
Robert D. Gordon
Chairman of the Board, President and
Chief Executive Officer
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 August 8, 1995:
Signature Title
--------- -----
/s/ Robert D. Gordon Chairman of the Board, President,
------------------------------ Chief Executive Officer and Director
Robert D. Gordon (principal executive officer)
/s/ Sue A. Hogue Vice President and Chief Financial
------------------------------ Officer (principal financial officer
Sue A. Hogue and principal accounting officer)
NICHOLAS J. COVATTA, JR.* Director
ROBERT W. FISCHER* Director
GEORGE HUBMAN* Director
ARCH J. MCGILL* Director
CLARENCE W. SPANGLE* Director
*By /s/ Sue A. Hogue
---------------------------
Sue A. Hogue
Pro Se and Attorney-in-Fact
*Powers of Attorney filed with this registration statement as Exhibit 24 hereto.
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Item Page
------- ---- ----
<S> <C> <C>
2 Acquisition Agreement dated June 26, 1995, among Incorporated
Apertus Technologies Incorporated, BlueLine by Reference
Acquisition Co. and BlueLine Software, Inc.,
including exhibits
5 Opinion of Dorsey & Whitney P.L.L.P. regarding legality Electronically
Filed
23.1 Consent of Ernst & Young LLP Electronically
Filed
23.2 Consent of Deloitte & Touche LLP Electronically
Filed
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5
to this Registration Statement)
24 Powers of Attorney Electronically
Filed
</TABLE>
<PAGE>
Exhibit 5
August 7, 1995
Apertus Technologies Incorporated
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Apertus Technologies Incorporated, a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") covering 504,252 shares of
the Company's outstanding common stock, par value $.05 (the "Common Stock"). In
connection therewith, we have examined such documents and certificates of the
Company and public officials, and have reviewed such questions of law as we
deemed necessary and appropriate for the purposes of our opinion set forth
below. In rendering this opinion, 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. We have also assumed for purposes of this
opinion that the Common Stock will be issued as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that the shares of
Common Stock covered by the Registration Statement have been duly authorized by
all requisite corporate action and validly issued and are fully paid and
nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney P.L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
-------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apertus Technologies
Incorporated for the registration of 504,252 shares of its common stock and to
the incorporation by reference therein of our report dated May 5, 1995, with
respect to the consolidated financial statements and schedule of Apertus
Technologies Incorporated incorporated by reference in its Annual Report (Form
10-K) for the year ended April 2, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------
Minneapolis, Minnesota
August 4, 1995
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement of
Apertus Technologies Incorporated on Form S-3 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. We further consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 7, 1995
<PAGE>
Exhibit 24
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert D. Gordon, Sue A. Hogue and Julie
Cummins Brady and each of them, their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for them and in their
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 of Apertus Technologies Incorporated ("Apertus") to be
filed under the Securities Act of 1933 for the registration of up to 504,252
shares of Common Stock of Apertus (issued in connection with the Acquisition
Agreement dated June 26, 1995 among Apertus, BlueLine Acquisition Co. and
BlueLine Software, Inc.) and all amendments thereto, 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 they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signatures Date
---------- ----
/s/ Robert D. Gordon July 20, 1995
------------------------------------------------
Robert D. Gordon, Chairman of the Board, Chief
Executive Officer, President (Principal
Executive Officer) and Director
/s/ Sue A. Hogue July 20, 1995
------------------------------------------------
Sue A. Hogue, Vice President and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Nicholas J. Covatta, Jr. July 20, 1995
------------------------------------------------
Nicholas J. Covatta, Jr., Director
/s/ Robert W. Fischer July 20, 1995
------------------------------------------------
Robert W. Fischer, Director
/s/ George Hubman July 20, 1995
------------------------------------------------
George Hubman, Director
/s/ Arch J. McGill July 20, 1995
------------------------------------------------
Arch J. McGill, Director
/s/ Clarence W. Spangle July 20, 1995
------------------------------------------------
Clarence W. Spangle, Director
