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As filed with the Securities and Exchange Commission on October 15, 1996
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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MEDICAL GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1316712
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
350 Oak Grove Parkway
St. Paul, Minnesota 55127-8599
(Address of Principal Executive Offices) (Zip Code)
MEDICAL GRAPHICS CORPORATION 1987 STOCK OPTION PLAN
MEDICAL GRAPHICS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
MEDICAL GRAPHICS CORPORATION NON-INCENTIVE STOCK OPTION AGREEMENT
(Full title of the plans)
Copy to:
John Hoffman John T. Kramer, Esq.
Medical Graphics Corporation Dorsey & Whitney LLP
350 Oak Grove Parkway Pillsbury Center South
St. Paul, Minnesota 55127-8599 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(612) 484-4874
(Telephone number, including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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CALCULATION OF REGISTRATION FEE
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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 fee (2)
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Common Stock, $.05 par value, to be 100,000 shares $5.625 $562,500.00 $193.97
issued pursuant to the 1987 Stock
Option Plan
Common Stock, $.05 par value, to be 10,000 shares $5.625 $ 56,200.00 $ 19.38
issued pursuant to Restricted Stock
Award Agreement of Eric W. Sivertson
Common Stock, $.05 par value, to be 130,000 shares $5.625 $731,250.00 $252.15
issued pursuant to Non-Incentive Stock
Option Agreement of Eric W. Sivertson
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(1) Estimated in accordance with Rule 457(h) and Rule 457(c) of the Act solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for the Common Stock on NASDAQ National Market
System on 10/11/96.
(2) Pursuant to Section 6(b) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Medical Graphics Corporation (the "Company")
which have been filed with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the year ended December
31, 1995;
(b) the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996; and
(c) the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996; and
(d) the description of the Company's Common Stock and Common Stock
Purchase Rights contained in any Registration Statement of the Company
filed under the Exchange Act and any amendment or report filed for the
purpose of updating any such description.
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 Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement 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
Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares being registered hereby has been passed upon for
the Company by Dorsey & Whitney LLP, Minneapolis, Minnesota.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 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
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person (1) has not been indemnified therefor by another organization or employee
benefit plan; (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) reasonably
believed that the conduct was in the best interests of the corporation in the
case of acts or omissions in such person's official capacity for the corporation
or reasonably believed that the conduct was not opposed to the best interests of
the corporation in the case of acts or omissions in such person's official
capacity for other affiliated organizations.
The Company's Articles of Incorporation provide that a director is not
liable to the Company or its shareholders 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 knowing
violation of the law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota
Statutes; (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
such indemnification provision became effective. Provisions regarding
indemnification of officers and directors of the Company are also contained in
Section 45 of the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
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The Company hereby undertakes to:
(1) File, during any period in which offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
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) under the
Securities Act of 1933 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; and
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(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under 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.
B. Subsequent Documents Incorporated by Reference
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 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 St. Paul, State of Minnesota, on October 15, 1996.
MEDICAL GRAPHICS CORPORATION
By /s/ Eric W. Sivertson
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Eric W. Sivertson
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
By /s/ Eric W. Sivertson Dated: October 15, 1996
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Eric W. Sivertson
President, Chief Executive Officer
and Director
(principal executive officer)
By /s/ Catherine A. Anderson Dated: October 15, 1996
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Catherine A. Anderson
Chairman of the Board and Director
By /s/ Anthony J. Adducci Dated: October 15, 1996
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Anthony J. Adducci
Director
By /s/ Earl E. Bakken Dated: October 15, 1996
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Earl E. Bakken
Director
By /s/ Wayne G. Farris Dated: October 15, 1996
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Wayne G. Faris
Director
By /s/ Gerald T. Knight Dated: October 15, 1996
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Gerald T. Knight
Director
By /s/ Edward McConaghay Dated: October 15, 1996
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W. Edward McConaghay
Director
By /s/ Donald C. Wegmiller Dated: October 15, 1996
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Donald C. Wegmiller
Director
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EXHIBIT INDEX
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Page Number or
Incorporation by
Reference
Exhibit Number Description To
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4.1 Restated Articles of Incorporation of Medical Graphics Exhibit 3(a) to Report on
Corporation, as amended to date Form 10-KSB for the year
ended December 31, 1991,
file no. 0-9899
4.2 Amended Bylaws of Medical Graphics Corporation Exhibit 3(b) to Report on
Form 10-KSB for the year
ended December 31, 1992,
file no. 0-9899
5.1 Opinion of Dorsey & Whitney LLP.................................................. 7
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)....................... 7
23.2 Consent of Ernst & Young LLP..................................................... 8
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Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
October 15, 1996
Medical Graphics Corporation
350 Oak Grove Parkway
St. Paul, Minnesota 55127-8599
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you intend
to file with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the purpose of registering an additional 100,000
shares of Common Stock, $.05 par value, of Medical Graphics Corporation, a
Minnesota corporation (the "Company"), to be issued pursuant to the 1987 Option
Plan; 10,000 shares of Common Stock, $.05 par value, of the Company, to be
issued pursuant to a Restricted Stock Award Agreement between the Company and
Eric W. Sivertson, dated May 30, 1996; and 130,000 shares of Common Stock, $.05
par value, to be issued pursuant to the Medical Graphics Corporation Non-
Incentive Stock Option Agreement between the Company and Eric W. Sivertson,
dated January 10, 1996.
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. 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 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, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are 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.
Very truly yours,
DORSEY & WHITNEY LLP
JTK
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Medical Graphics Corporation 1987 Stock Option Plan,
Non-Incentive Stock Option Agreement, Incentive Stock Option Agreement and
Restricted Stock Award Agreement of our report dated February 16, 1996, with
respect to the financial statements of Medical Graphics Corporation included in
its Annual Report (Form 10-KSB) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
October 14, 1996
