<PAGE>
As filed with the Securities and Exchange Commission on December 13, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
DOTRONIX, INC.
--------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1387074
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
160 First Street, S.E.
New Brighton, Minnesota 55112
-----------------------------
(Address of principal executive offices) (Zip code)
1989 STOCK OPTION AND RESTRICTED STOCK PLAN
1991 NONEMPLOYEE DIRECTOR STOCK OPTION AND STOCK GRANT PLAN
OF
DOTRONIX, INC.
--------------
(Full title of plans)
______________________
David R. Beel, Chief Financial Officer
Dotronix, Inc.
160 First Street, S.E.
New Brighton, Minnesota 55112
____________________
(Name and address of agent for service)
(612) 633-1742
--------------
(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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (2) Price (2) Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.05 par value) 600,000 (1) $1.75 $1,050,000 $212(1)
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Of this amount, 250,000 shares have already been registered on the
Registrant's Registration Statement on Form S-8 (File No. 33-33702.)
Accordingly, 350,000 shares are being registered hereby and the related filing
fee is tendered herewith.
(2) Estimated solely for the purpose of calculating the registration fee. The
proposed maximum offering price is based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
December 12, 1995.
- --------------------------------------------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also constitutes Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-8 (File No. 33-33702).
<PAGE>
PROSPECTUS
DOTRONIX, INC.
______________________________
600,000
Shares of Common Stock
($.05 Par Value)
______________________________
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.
______________________________
This Prospectus relates to 600,000 shares of Common Stock, acquired or
to be acquired in the future, by the Selling Stockholders listed herein pursuant
to the Dotronix, Inc. 1989 Stock Option and Restricted Stock Plan and 1991
Nonemployee Director Stock Option and Stock Grant Plan (collectively, the
"Plans"). All or a portion of the Common Stock offered hereby may be offered
for sale from time to time on the Nasdaq National Market System or otherwise at
prices and terms then obtainable. Dotronix, Inc. (the "Company") will receive
none of the proceeds from the sale of the Common Stock offered hereby.
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
itself of the existence of an exemption from registration or effectuate such
registration in connection with the offer and sale of the Shares.
The Common Stock of the Company is listed on the Nasdaq National
Market System. On December 12, 1995, the closing price for the Common Stock on
the Nasdaq National Market System was $1.75 per share.
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 December 13, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (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 can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W., Room
1024, Washington, D.C. 20549 or at the regional offices of the Commission;
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street N.W., Washington, D.C. 20549.
The Company's Common Stock is listed on the Nasdaq National Market
System.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been or will be filed by the
Company with the Commission are incorporated by reference in this Prospectus, as
of their respective dates:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1995;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995; and
(c) The description of the Company's Common Stock contained in
Amendment No. 2 to the Company's Registration Statement on Form S-18
(File No. 2-71333C), and any amendment or report filed to update such
description filed subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby.
All other reports and any definitive proxy or information statements
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date 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 each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents referred to above which have been
or may be incorporated in this Prospectus (not including exhibits, unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to David R. Beel, Chief Financial
Officer, Dotronix, Inc., 160 First Street, S.E., New Brighton, Minnesota 55112,
(612) 633-1742.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information......................................... 2
Incorporation of Certain Documents by Reference............... 2
Table of Contents............................................. 3
Dotronix, Inc. 1991 Nonemployee Director Stock Option and
Stock Grant Plan......................................... 4
General.................................................. 4
Purpose of the 1991 Plan................................. 4
Administration........................................... 4
Participation in the 1991 Plan........................... 5
Stock Subject to the 1991 Plan........................... 5
Nonqualified Stock Options............................... 5
Terms and Conditions of Options.......................... 5
Option Exercise Price.................................... 6
Annual Stock Grants...................................... 6
Time for Granting Options and Stock...................... 7
Limitation of Rights..................................... 7
Adjustments to Common Stock.............................. 7
Amendment of the 1991 Plan............................... 7
Resale Restrictions...................................... 7
Tax Effects of 1991 Plan Participation........................ 8
Income Tax Withholding................................... 8
Federal Income Tax Matters............................... 8
Options.................................................. 8
Selling Stockholders.......................................... 9
Plan of Distribution.......................................... 9
Experts....................................................... 9
Legal Matters................................................. 9
Indemnification for Securities Act Liabilities................ 10
Appendix to Part I - Selling Stockholders................... 11
- 1991 Plan Administration............... 12
Part II - Information Required in the Registration Statement.. 13
</TABLE>
-3-
<PAGE>
This Prospectus is applicable to the shares of the Company's Common
Stock, par value $.05 per share (the "Common Stock") that have been or may be
acquired pursuant to certain employee benefits plans. The Company hereby
registers 100,000 shares for issuance pursuant to its 1991 Nonemployee Director
Stock Option and Stock Grant Plan and an additional 250,000 shares for issuance
pursuant to its 1989 Stock Option and Restricted Stock Plan. The Company
previously registered 250,000 shares for issuance under its 1989 Stock Option
and Restricted Stock Plan pursuant to a registration statement filed on Form S-8
(file No. 33-33702) dated February 26, 1990, which is incorporated by reference
herein.
The complete mailing address of the principal executive offices of the
Company is 160 First Street, S.E., New Brighton, Minnesota 55112. The telephone
number is (612) 633-1742.
DOTRONIX, INC. 1991 NONEMPLOYEE DIRECTOR STOCK OPTION AND STOCK GRANT PLAN
(As amended)
General.
This Prospectus is applicable to the shares of the Company's Common
Stock, $.05 par value, that have been or may be issued to the Company's
nonemployee directors pursuant to its 1991 Nonemployee Director Stock Option and
Stock Grant Plan (the "1991 Plan"). The 1991 Plan was adopted by the Board of
Directors of the Company on October 7, 1991, and was approved by the Company's
shareholders at the Company's annual meeting on December 11, 1991. The
shareholders approved an amendment to the 1991 Plan on November 8, 1995. The
1991 Plan will terminate on September 11, 1999, and no options or shares may be
granted after that date.
The 1991 Plan is not qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), nor is it subject to any
provisions of the Employee Retirement Income Security Act of 1974.
The principal executive offices of the Company are located at 160
First Street S.E., New Brighton, Minnesota 55112 and its telephone number is
(612) 633-1742.
The description of the 1991 Plan contained herein does not purport to
be complete, and reference is made to the 1991 Plan itself and to the individual
agreements signed by each participant for a full statement of the terms and
provisions thereof.
Purpose of the 1991 Plan.
The purpose of the 1991 Plan is to promote the interests of the
Company, by enhancing its ability to attract and retain the services of
experienced and knowledgeable outside directors.
Administration.
The 1991 Plan shall be administered by a committee (the "Committee")
of two or more persons appointed by the Board of Directors of the Company. None
of the members of the Committee has any material relationship to the Company
other than as a director. Grants of stock options and stock under the 1991 Plan
shall be automatic and the amount, price, timing and other terms of the options
and stock are as described herein. However, all questions of interpretation of
the 1991 Plan or of any options or stock issued under it shall be determined by
the Committee and such determination shall be final and binding upon all persons
having an interest in the 1991 Plan. The members of the Committee and their
addresses are set forth in the appendix to this Prospectus.
-4-
<PAGE>
Participation in the 1991 Plan.
Each director of the Company shall be eligible to participate in the
1991 Plan unless such director is an employee of the Company or any subsidiary
of the Company.
Stock Subject to the 1991 Plan.
The stock to be subject to options and grants under the 1991 Plan
shall be authorized but unissued shares of the Common Stock, subject to certain
adjustments described below. The maximum number of shares with respect to which
options may be exercised and stock granted under the 1991 Plan shall be 100,000
shares of Common Stock, subject to certain adjustments described below. If an
option under the 1991 Plan expires, or for any reason is terminated, any shares
that have not been purchased upon exercise of the option prior to the expiration
or termination date shall again be available for options thereafter granted
during the term of the 1991 Plan.
Nonqualified Stock Options.
All options granted under the 1991 Plan shall be nonqualified stock
options which do not qualify as incentive stock options within the meaning of
Section 422 of the Code.
Terms and Conditions of Options.
Each option granted under the 1991 Plan shall be evidenced by a
written agreement in such form as the Committee shall from time to time approve,
which agreements shall comply with and be subject to the following terms and
conditions:
(a) Initial Option Grants. An option to purchase 5,000 shares of
Common Stock shall be granted automatically (i) on the first business day
immediately following the 1991 annual meeting of the Company's shareholders to
each eligible director in office on such business day and (ii) on the first
business day immediately following each meeting of the Company's shareholders or
Board of Directors thereafter during the term of the 1991 Plan to each eligible
director, if any, who is elected to the Board of Directors for the first time at
such meeting.
(b) Annual Option Grants. An option to purchase 2,500 shares of
Common Stock shall be granted automatically on the first business day
immediately following each annual meeting of the Company's shareholders held
during the term of the 1991 Plan beginning with the 1992 annual meeting of
shareholders (the "Annual Option Grant Date") to each eligible director.
(c) Options Non-Transferable. No option granted under the 1991 Plan
shall be transferable by the optionholder other than by will or by the laws of
descent and distribution as provided in the 1991 Plan or pursuant to a qualified
domestic relations order as defined in Section 414(p) of the Code or Section
206(d) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder. Except as otherwise provided in the
preceding sentence, during the lifetime of the optionholder, the options shall
be exercisable only by such optionholder.
(d) Period of Options. Options shall terminate upon the expiration of
10 years from the date on which they were granted.
(e) Exercise of Options.
(i) Options granted under the 1991 Plan shall not be exercisable
for a period of six months after the date on which they were granted,
subject to certain exceptions, but thereafter will be exercisable in
full at any time or from time to time during the term of
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<PAGE>
the option.
(ii) The exercise of any option granted under the 1991 Plan
shall only be effective at such time as counsel to the Company shall
have determined that the issuance and delivery of Common Stock
pursuant to such exercise will not violate any federal or state
securities or other laws. An optionholder desiring to exercise an
option may be required by the Company to agree in writing that all
Common Stock to be acquired pursuant to such exercise shall be held
for his or her own account without a view to the distribution thereof,
that the certificates for such shares shall bear an appropriate legend
to that effect and that such shares will not be transferred or
disposed of except in compliance with applicable federal and state
securities laws.
(iii) An optionholder electing to exercise an option shall give
written notice to the Company of such election and of the number of
shares subject to such exercise. The full purchase price of such
shares shall be tendered with such notice of exercise. Payment shall
be made to the Company in cash (including check, bank draft or money
order).
(f) Effect of Death. If an optionholder shall die prior to the time
the option is fully exercised, such option shall become immediately exercisable
and may be exercised at any time within one year after his or her death by the
personal representatives or administrators of the optionholder, or by any person
or persons to whom the option is transferred by will or the applicable laws of
descent and distribution, to the extent of the full number of shares the
optionholder was entitled to purchase under the option on the date of death and
subject to the condition that no option shall be exercisable after the
expiration of the term of the option.
Option Exercise Price.
The option exercise price per share for the shares covered by each
option shall be equal to the "fair market value" of a share of Common Stock as
of the date on which the option is granted. For purposes of the 1991 Plan, the
fair market value of the Common Stock on a given date shall be (a) the last sale
price of the Common Stock as reported on the Nasdaq National Market System on
such date, if the Common Stock is then quoted on the Nasdaq National Market
System, (b) the closing price of the Common Stock on a national securities
exchange on such date, if the Common Stock is then being traded on a national
securities exchange, or (c) the average of the closing representative bid and
asked prices of the Common Stock as reported on Nasdaq on such date, if the
Common Stock is then quoted on Nasdaq. If on the date as of which the fair
market value is being determined the Common Stock is not publicly traded, the
Committee shall make a good faith attempt to determine such fair market value
and, in connection therewith, shall take such actions and consider such factors
as it deems necessary or advisable.
Annual Stock Grants.
(a) Automatic Annual Stock Grants. On each Annual Option Grant Date,
commencing with the Annual Option Grant Date occurring in 1995, 500 shares of
Common Stock shall be granted and issued by the Company automatically to each
eligible director in office on such Annual Option Grant Date.
(b) Restrictions on Transfer. No shares granted pursuant to
paragraph (a) shall be transferred (other than by will or by the laws of descent
and distribution) prior to six months after the date of grant. Unless counsel to
the Company shall have advised the Company that such legend is not necessary
under then-applicable law, each certificate for shares granted pursuant to
paragraph (a) shall bear a legend stating in substance that such shares have not
been registered under applicable securities laws and cannot be transferred in
the absence of an available exemption from registration or
-6-
<PAGE>
such registration. Each recipient of shares granted pursuant to paragraph (a)
above, by his or her acceptance of such shares, shall be deemed to have
represented to and agreed with the Company that such shares shall be held for
his or her own account without a view to the distribution thereof, that the
certificates for such shares shall bear an appropriate legend to that effect and
that such shares will not be transferred or disposed of except in compliance
with applicable federal and state securities laws.
Time for Granting Options and Stock.
Unless the 1991 Plan shall have been discontinued, the 1991 Plan shall
terminate on September 11, 1999. No option or stock may be granted after such
termination, but termination of the 1991 Plan shall not, without the consent of
the optionholder, alter or impair any rights or obligations under any option
theretofore granted.
Limitation of Rights.
(a) No Right to Continue as a Director. Neither the 1991 Plan, nor
the granting of an option or stock nor any other action taken pursuant to the
1991 Plan, shall constitute, or be evidence of, any agreement or understanding,
express or implied, that the Company will retain a director for any period of
time or at any particular rate of compensation.
(b) No Shareholder Rights for Options. An optionholder shall have no
rights as a shareholder with respect to the shares covered by options until the
date of the issuance to such optionholder of a stock certificate therefor, and
no adjustment will be made for cash dividends or other rights for which the
record date is prior to the date such certificate is issued.
Adjustments to Common Stock.
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization, stock dividend (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the 1991 Plan and outstanding options shall be made. In the
event of any such changes, adjustments shall include, where appropriate, changes
in the aggregate number of shares subject to the 1991 Plan, the number of shares
subject to outstanding options and the option exercise price thereof in order to
prevent dilution or enlargement of option rights.
Amendment of the 1991 Plan.
The Board may suspend or discontinue the 1991 Plan or revise or amend
it at any time, subject to certain limitations. No revision or amendment to the
1991 Plan, however, shall be made without shareholder approval that (a) absent
such shareholder approval, would cause Rule 16b-3, as promulgated by the
Securities and Exchange Commission under the Exchange Act, as amended, or any
successor rule or regulation thereto, to become unavailable with respect to the
1991 Plan or (b) requires the approval of the Company's shareholders under any
rules or regulations of the National Association of Securities Dealers, Inc. or
any securities exchange that are applicable to the Company. The Board shall not
alter or impair any option theretofore granted under the 1991 Plan without the
consent of the holder of the option.
Resale Restrictions.
The resale of shares of Common Stock acquired upon grant or exercise
of options is not restricted by the terms of the 1991 Plan. However, resales
by "affiliates" (which may include, among others, executive officers and
directors of the Company) must comply with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and applicable state
securities laws. Furthermore, officers and directors of the Company should be
aware that acquisition of
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<PAGE>
shares upon exercise of an option or by grant may subject the purchaser to
liability under Section 16(b) of the Exchange Act if the purchaser sells any
shares of Common Stock with the six months preceding or the six months following
the date of such purchase.
TAX EFFECTS OF PLAN PARTICIPATION
Income Tax Withholding.
In order to comply with all applicable federal or state income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal or state payroll, withholding, income or
other taxes which are the sole and absolute responsibility of an optionee under
the 1991 Plan are withheld or collected from such optionee.
Federal Income Tax Matters.
Options granted under the 1991 Plan are not intended to qualify as
incentive stock options under Section 422A of the Code. Due to the complexity
of the applicable provisions of the Code, this Prospectus only sets forth
general tax principles affecting stock grants and stock options issued under the
1991 Plan. The general tax principles discussed below are subject to changes
that may be brought about by subsequent legislation or by regulations and
administrative rulings, which may be applied on a retroactive basis. Optionees
may be subject to state or local income taxes and should refer to the applicable
tax laws in those jurisdictions. EACH OPTIONEE SHOULD CONSULT HIS OR HER OWN
TAX ADVISOR ON QUESTIONS REGARDING TAX LIABILITY UPON THE EXERCISE OF AN OPTION
OR RESTRICTED STOCK AWARD OR THE SUBSEQUENT DISPOSITION OF SHARES RECEIVED UPON
EXERCISE.
Options.
The Company believes that, under currently applicable provisions of
the Code, nonqualified stock options do not have a "readily ascertainable fair
market value" within the meaning of Section 83 of the Code and the Regulations
issued thereunder. Accordingly, at the time an option is granted, the optionee
will not recognize any taxable income. Upon the exercise of the option, the
optionee will recognize ordinary income in the amount by which the fair market
value of the Common Stock at such time exceeds the option price.
The Company will be allowed an income tax deduction in the amount
that, and for its taxable year in which, the optionee recognizes ordinary
income, to the extent such amount satisfies the general rules concerning
deductibility of compensation. The Company will be required to withhold or
otherwise collect income tax upon such amount as required under Sections 83 and
3402 of the Code.
If the optionee exercises a nonqualified stock option for cash, the
optionee's original tax basis in the shares received will be equal to the sum of
the option price for the shares plus the amount which the optionee is required
to recognize as income as a result of the exercise of the option.
When an optionee sells shares acquired upon exercise of a nonqualified
stock option, the difference between the amount received and the adjusted tax
basis of the shares will be gain or loss. Any gain will be taxed at the same
rate as ordinary income. However, the deductibility off any loss realized upon
such a sale will continue to be subject to certain limitations.
Special rules may apply to optionees who are subject to Section 16(b)
of the Exchange Act. The Code provides that upon exercise of a nonqualified
stock option by a person subject to Section 16(b), the Common Stock received may
be treated as a restricted property for purposes of Section 83 of the Code.
Upon exercise of a nonqualified option by such an individual, unless the
optionee makes a
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<PAGE>
Section 83(b) election described below, the optionee will recognize ordinary
income up to six months after the date on which the shares are acquired in the
amount by which the fair market value of the Common Stock at such later date
exceeds the option price. Under Section 83(b), such optionee may elect to
recognize income as of the date the option is exercised in the amount by which
the fair market value of the shares acquired on such date (determined without
regard to Section 16(b) restrictions) exceeds the option price. Such an
election must be made in the manner specified by Section 83(b) within 30 days
after the date the option is exercised.
SELLING STOCKHOLDERS
The Appendix to this Prospectus contains a table which sets forth the
name, position with the Company, and certain information with respect to the
ownership of the Company's Common Stock, for each of the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the shares offered hereby, but it is anticipated
that the shares will be sold from time to time. Such sales may be made on one
or more exchanges, in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the selling shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
selling shareholders in amounts to be negotiated immediately prior to the sale.
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.
Any Common Stock offered hereby which qualifies for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference. Such
financial statements have been so incorporated in reliance upon the report
given by such firm upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Dorsey & Whitney P.L.L.P., Minneapolis, Minnesota.
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<PAGE>
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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, if, with respect to the acts or omissions of the person complained
of in the proceeding, the 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.
Article X of the Bylaws of the Company provides that the Company shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.
Article XI of the Registrant's Articles of Incorporation, as amended,
provides that a director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) for authorizing a dividend, stock repurchase or redemption
or other distribution in violation of Minnesota law or for violation of certain
provisions of Minnesota securities laws, (d) for any transaction from which the
director derived an improper personal benefit, or (e) for any act or omission
occurring prior to the date when Article XI became effective.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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APPENDIX TO PART I
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders and the Common Stock being offered hereby.
<TABLE>
<CAPTION>
Number of Shares
------------------------------------------------
Beneficially Maximum Beneficially
Owned Before Offered Owned After
Name and Position Offering(1) Hereby(2) Offering(3)
- ----------------- ------------ --------- --------------
<S> <C> <C> <C>
William S. Sadler 1,078,484 32,277 (4) 1,046,207 (7)
President (principal executive officer)
and Director
Michael Hopkins 47,000 47,000 (4) 0
Vice President, Sales
David R. Beel 3,164 1,356 (4) 1,808
Chief Financial Officer (principal
financial and accounting officer)
Robert Andrews 18,508 7,932 (4) 10,576
Vice President, Operations
Warren M. White 15,735 6,744 8,991
Former principal financial and
accounting officer
Ray L. Bergeson 16,000 2,500 (5) 13,500
Director
L. Daniel Kuechenmeister 7,500 2,500 (5) 5,000
Director
Robert J. Snow 16,296 2,500 (5) 13,796
Director
Edward L. Zeman 16,000 2,500 (5) 13,500
Director
Reserved 260,952 (6) 0
- -----------------
</TABLE>
(1) Includes shares currently owned and any shares acquirable within 60 days of
the date hereof (e.g., relating to the exercise of options).
(2) The shares listed in this column have been or may be acquired pursuant to
the exercise of options under the Plans, whether or not such options are
exercisable within 60 days of the date hereof. This statement of "Maximum
Offered Hereby" does not constitute a commitment to sell the number of
shares listed. The number of shares offered will be determined from time
to time by each Selling Stockholder at his or her sole discretion.
(3) Assumes that the Maximum Offered Hereby is sold.
(4) Will be increased by subsequent option grants pursuant to the 1989 Stock
Option and Restricted Stock Plan. See note 6 below.
(5) Will be increased by subsequent option grants pursuant to the 1991
Nonemployee Director Stock Option and Stock Grant Plan. See note 6 below.
(6) Covers 37,500 shares reserved for issuance pursuant to the 1991 Nonemployee
Director Stock Option and Stock Grant Plan to outside directors of the
Company and 223,452 shares reserved under the 1989 Stock Option and
Restricted Stock Plan that may be issued to employees of the Company.
(7) Constitutes approximately 25.0% of the number of shares of Common Stock
outstanding as of the close of business on December 8, 1995.
-11-
<PAGE>
PLAN ADMINISTRATION
As of December 12, 1995, the following persons were members of the 1991
Plan Committee:
<TABLE>
<CAPTION>
Name Address
---- ---------------------------------------------------
<S> <C>
Ray L. Bergeson 160 First Street SE, New Brighton, Minnesota 55112
Robert J. Snow 160 First Street SE, New Brighton, Minnesota 55112
Edward L. Zeman 160 First Street SE, New Brighton, Minnesota 55112
L. Daniel Kuechenmeister 160 First Street SE, New Brighton, Minnesota 55112
</TABLE>
-12-
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, which have been filed by Dotronix, Inc. (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-KSB for the fiscal
year ended June 30, 1995;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995; and
(c) The description of the Company's Common Stock contained in
Amendment No. 2 to the Company's Registration Statement on Form S-18
(File No. 2-71333C), and any amendment or report filed to update such
description filed subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act 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, if, with respect to the acts or omissions of the person complained
of in the proceeding, the 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.
-13-
<PAGE>
Article X of the Bylaws of the Company provides that the Company shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.
Article XI of the Registrant's Articles of Incorporation, as amended,
provides that a director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) for authorizing a dividend, stock repurchase or redemption
or other distribution in violation of Minnesota law or for violation of certain
provisions of Minnesota securities laws, (d) for any transaction from which the
director derived an improper personal benefit, or (e) for any act or omission
occurring prior to the date when Article XI became effective.
Item 7. Exemption from Registration Claimed
-----------------------------------
Restricted securities reoffered or resold pursuant to this
registration statement were issued under Rule 701 of the Securities Act. Such
securities were issued pursuant to a compensatory benefit plan to employees and
directors of the Company. Each participant was provided with a copy of the
applicable compensatory benefit plan. The amount of securities sold did not
exceed $500,000.
Item 8. Exhibits.
---------
4.1 Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-KSB for the year ended June 30, 1988
(File No. 0-9996))
4.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB (File
No. 0-9996))
5 Opinion of Dorsey & Whitney P.L.L.P. regarding legality
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5
above)
24 Power of Attorney
Item 9. Undertakings.
-------------
A. Post-Effective Amendments.
--------------------------
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;
(b) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
-14-
<PAGE>
(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 (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 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. Subsequent Documents Incorporated by Reference.
-----------------------------------------------
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 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.
---------------------------
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 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.
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-8 and 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 New Brighton, State of Minnesota, on this 13th
day of December, 1995.
DOTRONIX, INC.
By: /s/ William S. Sadler
-------------------------------------
William S. Sadler, President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
<TABLE>
<CAPTION>
Signature Title
- --------- --------
<S> <C>
Ray L. Bergeson Director )
)
L. Daniel Kuechenmeister Director ) By: /s/ William S. Sadler
) -------------------------
Robert J. Snow Director ) as Attorney-In-Fact
)
Edward L. Zeman Director ) Dated: December 13, 1995
/s/ William S. Sadler Dated: December 13, 1995
- --------------------------
William S. Sadler, President and Director
/s/ David R. Beel Dated: December 13, 1995
- --------------------------
David R. Beel, Chief Financial Officer
</TABLE>
II-1
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
Number Number
- ------ ------
4.1 Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-KSB for the year
ended June 30, 1988 (File No. 0-9996))
4.2 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-KSB (File No. 0-9996))
5 Opinion of Dorsey & Whitney P.L.L.P. regarding legality
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 above)
24 Power of Attorney
<PAGE>
Exhibit 5
[LETTERHEAD OF DORSEY & WHITNEY P.L.L.P.]
Dotronix, Inc.
160 First Street, S.E.
New Brighton, Minnesota 55112
Re: Registration Statement on Form S-8 and Form S-3
Ladies and Gentlemen:
We have acted as counsel to Dotronix, Inc., a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-8 and
Form S-3 relating to the sale by the Company from time to time of up to 600,000
shares of Common Stock, $.05 par value, of the Company (the "Shares"), initially
issuable as stock grants or upon the exercise of stock options granted pursuant
to the Company's 1989 Stock Option and Restricted Stock Plan, as amended and its
1991 Nonemployee Director Stock Option and Stock Grant Plan, as amended
(collectively, the "Plans").
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 Plans, 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, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: December 12, 1995
Very truly yours,
/s/ DORSEY & WHITNEY P.L.L.P.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dotronix, Inc. on Form S-8 and Form S-3 of our report dated August 18, 1995
appearing in the Annual Report on Form 10-KSB of Dotronix, Inc. for the year
ended June 30, 1995 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of the Registration Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 13, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William S. Sadler, Warren M. White
and David R. Beel, his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to execute Registration Statements on Form S-8
and/or Form S-3 to be filed under the Securities Act of 1933, as amended, for
the registration of 600,000 shares of Common Stock of Dotronix, Inc. under its
1989 Stock Option and Restricted Stock Plan, its 1991 Nonemployee Director Stock
Option and Stock Grant Plan and any and all 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 full power and authority to do and perform to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: November 14, 1995
/s/ William S. Sadler /s/ L. Daniel Kuechenmeister
- ------------------------------- -------------------------------
William S. Sadler L. Daniel Kuechenmeister
/s/ Ray L. Bergeson /s/ Edward L. Zeman
- ------------------------------- -------------------------------
Ray L. Bergeson Edward L. Zeman
/s/ Robert J. Snow
- -------------------------------
Robert J. Snow
