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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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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
(Address of Principal Executive Offices) (Zip Code)
THE CARLETON CORPORATION 1994 STOCK OPTION PLAN
(Full title of the plans)
Robert D. Gordon
Apertus Technologies Incorporated
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55334
(Name and address of agent for service)
(612) 828-0300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.05 par value 503,655 $0.24 $120,877 $36.63
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</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) based on the weighted average stock
exercise price of $0.24.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed by Apertus Technologies
Incorporated (the "Company") with the Securities and Exchange Commission (the
"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 March 30, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1997; and
(c) 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 common stock purchase rights contained in
the Company's Registration Statement on Form 8-A dated October 2, 1986
(SEC File No. 0-12378), as amended by Amendment No. 1 on Form 8-A/A filed
on September 5, 1996, 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 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 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 302A.521 of the Minnesota Business Corporation Act ("MBCA")
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 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 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. 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.
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The Company's Restated Articles of Incorporation, as amended, provide
that a director of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for 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 Section 80A.23 of the Minnesota Statutes (relating to illegal
sales of securities); (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 the restated Articles became effective. The Restated Articles
also provide that if the MBCA is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Company shall be eliminated or limited to the fullest extent permitted by
the MBCA, as so amended.
Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 302A.521 as now enacted or hereafter
amended are contained in the Company's Restated Bylaws.
Item 7. Exemption from Registration Claimed.
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No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
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4.1 Restated Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K Current Report filed
September 5, 1996 (SEC file number 0-12378))
4.2 Bylaws, as amended (incorporated by reference to Exhibit 3.2 to
the Company's Form 8-K Current Report filed September 5, 1996 (SEC file
number 0-12378))
4.3 Amended and Restated Rights Agreement between the Company and
Norwest Bank Minnesota, National Association, amended and restated as of
September 4, 1996, including the amended and restated Form of Right
Certificate attached as Exhibit A thereto (incorporated by reference to
Exhibit 4 to the Company's Form 8-K Current Report filed September 5, 1996
(SEC file number 0-12378))
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney
Item 9. Undertakings.
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A. Post-Effective Amendments.
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The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-
effective amendment thereof) which,
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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
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.
(c) 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 (a) and (b) 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 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
this 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. Subsequent Documents Incorporated by Reference.
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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.
C. Claims for Indemnification.
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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 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Eden Prairie, State of Minnesota, on October 31,
1997.
Date: October 31, 1997 APERTUS TECHNOLOGIES INCORPORATED
By: /s/ Robert D. Gordon
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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 on Form S-8 has been signed by the following persons in
the capacities indicated on October 31, 1997.
SIGNATURE TITLE
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/s/ Robert D. Gordon Chairman of the Board, Chief
-------------------------------- Executive Officer, President and
Robert D. Gordon Director (principal executive
officer)
/s/ Steven L. Thimjon Chief Financial Officer
--------------------------------- (principal financial and
Steven L. Thimjon accounting officer)
NICHOLAS J. COVATTA, JR.* Director
ROBERT W. FISCHER* Director
GEORGE E. HUBMAN* Director
ARCH J. MCGILL* Director
CLARENCE W. SPANGLE* Director
*By /s/ Robert D. Gordon
--------------------------------
Robert D. Gordon
Attorney-in-fact**
________
** Executed on behalf of the indicated persons by Robert D. Gordon
pursuant to the Power of Attorney included as Exhibit 24.1 to this
registration statement.
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EXHIBIT INDEX
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Exhibit
Number Exhibit Page
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5.1 Opinion of Dorsey & Whitney LLP Electronically Filed
23.1 Consent of Ernst & Young LLP Electronically Filed
23.2 Consent of Dorsey & Whitney LLP
(included in Exhibit 5.1 above)
24.1 Powers of Attorney Electronically Filed
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Exhibit 5.1
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[Letterhead of Dorsey & Whitney LLP]
Apertus Technologies Incorporated
7275 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
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-8 relating to the sale by the Company from time to time of
up to 503,655 shares of Common Stock, $.05 par value, of the Company (the
"Shares"), initially issuable upon the exercise of stock options granted
pursuant to the Carleton Corporation 1994 Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
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. As to questions of fact material to our
opinions, 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 Plan under which such Shares are issued, will
be validly issued, 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.
Dated: October 31, 1997
Very truly yours,
/s/ DORSEY & WHITNEY LLP
WBP
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Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in Apertus Technologies
Incorporated's Registration Statement [Form S-8] pertaining to the Carleton
Corporation 1994 Stock Option Plan of our report dated May 2, 1997 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
March 30, 1997 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 28, 1997
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Exhibit 24.1
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE RESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert D. Gordon, Steven L.
Thimjon 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-8 of Apertus Technologies Incorporated
("Apertus") to be filed under the Securities Act of 1933 for the registration of
503,655 shares of Common Stock of Apertus, and any and all amendments (including
post-effective 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.
Signature Date
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/s/ Robert D. Gordon October 30, 1997
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Robert D. Gordon, Chairman of the Board,
Chief Executive Officer, President and
Director (principal executive officer)
/s/ Steven L. Thimjon October 30, 1997
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Steven L. Thimjon, Vice President and
Chief Financial Officer
(principal financial officer and
principal accounting officer)
/s/ Nicholas J. Covatta Jr. October 30, 1997
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Nicholas J. Covatta Jr., Director
/s/ Robert W. Fischer October 30, 1997
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Robert W. Fischer, Director
/s/ George E. Hubman October 30, 1997
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George E. Hubman, Director
/s/ Arch J. McGill October 30, 1997
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Arch J. McGill, Director
/s/ Clarence W. Spangle October 30, 1997
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Clarence W. Spangle, Director
