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As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-___
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UNITED STATES
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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DOTRONIX, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1387074
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 First Street S.E.
New Brighton, Minnesota 55112-7894
(Address of principal executive offices) (Zip Code)
DOTRONIX, INC. 1999 STOCK INCENTIVE PLAN
(Full title of the plan)
DOTRONIX, INC. 1999 NONEMPLOYEE DIRECTOR
STOCK OPTION AND STOCK GRANT PLAN
(Full title of the plan)
Robert V. Kling Copy to:
Chief Financial Officer James D. Alt
Dotronix, Inc. Dorsey & Whitney LLP
160 First Street, S.E. Pillsbury Center South
New Brighton, Minnesota 55112-7894 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(651) 633-1742
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Proposed Proposed
securities Amount maximum offering maximum aggregate Amount of
being registered to be registered(1) price per share (2) offering price (2) registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.05 par value) 350,000 shares $ 0.5375 $ 188,125 $ 50
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</TABLE>
(1) The number of shares being registered for each plan is as follows: 250,000
shares for the Dotronix, Inc. 1999 Stock Incentive Plan; and 100,000 shares for
the Dotronix, Inc. 1999 Nonemployee Director Stock Option and Stock Grant Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
bid and asked prices of the Dotronix, Inc. common stock, as reported on the OTC
Bulletin Board on February 17, 2000.
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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-KSB40/A for the fiscal year
ended June 30, 1999, as filed December 1, 1999;
(b) the Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1999, as filed November 15, 1999;
(c) the description of the Company's Common Stock, par value $0.05 per
share, contained in Amendment No. 2 to the Company's Registration Statement on
Form S-18, SEC File No. 2-71333C, and any amendment or report filed for the
purpose of updating such description filed prior to the termination of the
offering described herein.
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 (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement 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.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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 a director or,
for a person not a director, in the official capacity of an 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.
<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 Company'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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K, 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 of the Company's Annual Report on Form 10-K for the
year ended June 30, 1991).
4.3 Specimen certificate representing the Company's Common stock
(incorporated by reference to exhibit 3(a) to Amendment No. 2
to the Company's Registration Statement on Form S-18, File
No. 2-71333C, filed May 14, 1981).
5.1 Opinion of Dorsey & Whitney LLP regarding legality of securities.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
ITEM 9. UNDERTAKINGS.
POST-EFFECTIVE AMENDMENTS.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For determining any liability under the Securities Act of 1933, as
amended (the "Securities Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New Brighton, State of Minnesota,
on February 15, 2000.
DOTRONIX, INC.
By: /s/ William S. Sadler
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William S. Sadler
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 15, 2000.
SIGNATURE AND TITLE
/s/ William S. Sadler
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William S. Sadler
President, Treasurer and Director
(principal executive officer)
/s/ Robert V. Kling
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Robert V. Kling
Chief Financial Officer
(principal financial and accounting officer)
/s/ Ray L. Bergeson
- --------------------------------------
Ray L. Bergeson
Director
/s/ Edward L. Zeman
- --------------------------------------
Edward L. Zeman
Director
/s/ Robert J. Snow
- --------------------------------------
Robert J. Snow
Director
/s/ L. Daniel Kuechenmeister
- --------------------------------------
L. Daniel Kuechenmeister
Director
<PAGE>
EXHIBIT INDEX
4.1 Articles of Incorporation of the Company, as amended (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K,
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 of the Company's Annual Report on Form 10-K for the year
ended June 30, 1991).
4.3 Specimen certificate representing the Company's Common stock
(incorporated by reference to exhibit 3(a) to Amendment No. 2 to
the Company's Registration Statement on Form S-18, File No. 2-71333C,
filed May 14, 1981).
5.1 Opinion of Dorsey & Whitney LLP regarding legality of securities.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP
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Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
Dotronix, Inc.
160 First Street S.E.
New Brighton, Minnesota 55112-7894
Re: Registration Statement on Form S-8
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 (the
"Registration Statement") relating to the issuance by the Company from time to
time of up to 350,000 shares of Common Stock, par value $0.05 per share, of the
Company (the "Shares") pursuant to the Dotronix, Inc. 1999 Stock Incentive Plan
and the Dotronix, Inc. 1999 Nonemployee Director Stock Option and Stock Grant
Plan (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 opinions
set forth below.
In rendering our opinions 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. 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 opinions, we have relied
upon certificates and representations 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.
<PAGE>
Our opinions expressed above are limited to the Minnesota Business
Corporation Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: February 22, 2000.
Very truly yours,
/s/ Dorsey & Whitney LLP
JDA
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dotronix, Inc. on Form S-8 of our report dated October 12, 1999, appearing in
the Annual Report on Form 10-KSB/A of Dotronix, Inc. for the year ended June 30,
1999.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 24, 2000
