<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 333-
-------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
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
SAINT PAUL, MINNESOTA 55127
(Address of Principal Executive Offices and zip code)
----------------------------
WARRANT AGREEMENT OF
CATHERINE A. ANDERSON
(Full title of the Plan)
----------------------------
Copy to:
Glenn D. Taylor Thomas G. Lovett, IV
350 Oak Grove Parkway Lindquist & Vennum P.L.L.P.
Saint Paul, Minnesota 55127 4200 IDS Center
(Name and address of agent for service) Minneapolis, MN 55402
(612) 371-3211
----------------------------
(612) 484-4874
(Telephone number, including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 130,000 shares $4.00 (1) $520,000 (1) $158.00
$.05 par value,
to be issued pursuant
to Warrant Agreement
of Catherine A. Anderson
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the exercise price of the
warrant which is higher than the average of the high and low prices of the
Company's Common Stock on the Nasdaq National Market on May 12, 1997.
<PAGE>
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-KSB for the fiscal year
ended December 31, 1996.
(b) The Quarterly Report of the Company on Form 10-QSB for the quarter
ended March 31, 1997.
(c) The Definitive Proxy Statement dated May 2, 1997 for the Annual
Meeting of Shareholders held on May 22, 1997.
(d) The description of the Company's Capital Stock as follows:
COMMON STOCK. The Company has one class of Capital Stock registered
pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), Common Stock, $.05 par value. The Company is
authorized to issue up to 10,000,000 shares of Common Stock. No share
of Common Stock is entitled to preference over any other share, and
each share is equal to any other share in all respects. Holders are
entitled to one vote for each share held of record at each meeting of
shareholders. In any distribution of capital assets, whether
voluntary or involuntary, holders are entitled to receive pro rata the
assets remaining after creditors have been paid in full. Holders of
Common Stock have no preemptive rights. The outstanding shares are,
and the Common Stock offered hereby upon payment therefore will be,
fully paid and nonassessable.
CUMULATIVE VOTING. There is no cumulative voting for the election of
directors. Accordingly, the owners of a majority of shares of Common
Stock outstanding may elect all of the directors, if they choose to do
so, and the owners of the balance of such shares will not be able to
elect any directors.
DIVIDEND POLICY. The Company has adopted the policy of retaining all
of its earnings to finance the growth of its business and,
accordingly, does not anticipate payment of any dividends in the
foreseeable future.
CLASS A STOCK. In addition, in Marcy 1997, the Company's Board of
Directors designated 500,000 shares of its Capital Stock as a new
Class A Stock (the "Class A Stock") and established certain rights and
preferences with respect to the Class A Stock. The Class A Stock has
a liquidation preference of $3.375 per share. Each Class A share is
currently
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convertible into one share of Capital Stock and has voting rights
equal to the Capital Stock into which it is convertible. The Company
has a total of 444,445 shares of Class A Stock outstanding. The Class
A Stock is not registered pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date 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.
The Company's Articles of Incorporation provide that the personal liability
of a director for monetary damages for breach of fiduciary duty as a director is
limited to the fullest extent permitted by Minnesota law. Minnesota law 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.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in such person's official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an 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 (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a
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<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The issuance of the Warrant was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
ITEM 8. EXHIBITS. (Filed electronically herewith)
EXHIBIT
4.1 Warrant Agreement of Catherine A. Anderson
5.1 Opinion of Lindquist & Vennum P.L.L.P
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche L.L.P.
23.3 Consent of Ernst & Young L.L.P.
24.1 Power of Attorney
(included on signature page)
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers,
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer 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 small business issuer
of expenses incurred or paid by a director, officer or controlling person of
the small business issuer 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 small business issuer
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.
4
<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 Saint Paul, State of Minnesota, on May 15, 1997.
MEDICAL GRAPHICS CORPORATION
By \s\ Glenn D. Taylor
-------------------------------------------
Glenn D. Taylor, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Medical Graphics Corporation
hereby constitute and appoint Glenn D. Taylor and Mark W. Sheffert, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating 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 attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
the date and in the capacities indicated.
SIGNATURE
\s\ Glenn D. Taylor Dated: May 15, 1997
- -------------------------------
Glenn D. Taylor, President,
Chief Executive Officer
(Principal Executive Officer) and Director
\s\ Dale H. Johnson Dated: May 15, 1997
- -------------------------------
Dale H. Johnson, Chief Financial
Officer (Principal Financial
Officer)
\s\ Mark W. Sheffert Dated: May 15, 1997
- -------------------------------
Mark W. Sheffert, Chairman
\s\ Anthony J. Adducci Dated: May 15, 1997
- -------------------------------
Anthony J. Adducci, Director
5
<PAGE>
\s\ Gerald T. Knight Dated: May 15, 1997
- -------------------------------
Gerald T. Knight, Director
\s\ W. Edward Mcconaghay Dated: May 15, 1997
- -------------------------------
W. Edward McConaghay, Director
\s\ Donald C. Wegmiller Dated: May 15, 1997
- -------------------------------
Donald C. Wegmiller, Director
\s\ John C. Penn Dated: May 15, 1997
- -------------------------------
John C. Penn, Director
\s\ John D. Wunsch Dated: May 15, 1997
- -------------------------------
John D. Wunsch, Director
6
<PAGE>
EXHIBIT 4.1
WARRANT (1)
to Purchase 130,000 Shares of the
Common Stock of Medical Graphics Corporation
March 25, 1997
THIS CERTIFIES that Catherine A. Anderson or any permitted assign (the
"Holder") is entitled to purchase at any time during the period commencing on
the date of this Warrant and ending at 5:00 p.m., Minneapolis, Minnesota time,
on March 31, 2000, One Hundred Thirty Thousand (130,000) fully paid and
nonassessable shares of the common stock of Medical Graphics Corporation (the
"Company"), par value $.05 per share (the "Common Stock"), or such greater or
lesser number of shares as may be determined by application of the anti-dilution
provisions of this Warrant (such shares or other securities purchasable upon
exercise of this Warrant being herein called the "Shares"), at a purchase price
of $4.00 per share. The foregoing purchase price, as it may be adjusted
pursuant to the anti-dilution provisions of this Warrant, is referred to herein
as the "Purchase Price."
This Warrant is subject to the following provisions, terms and conditions:
1. EXERCISE; TRANSFERABILITY.
(a) The rights represented by this Warrant may be exercised, in whole
or in part (but not as to any fractional Share), by surrendering this
Warrant, with the Purchase Form attached hereto (or a reasonable facsimile)
duly executed, at the principal office of the Company and by paying the
Purchase Price in full for the Shares purchasable upon such exercise in
cash or by certified or official bank check payable to the order of the
Company.
(b) This Warrant is issued only as a registered Warrant, and, until
it is transferred on the records of the Company, the Company may treat the
person in whose name it is registered as the absolute owner of this Warrant
for all purposes, notwithstanding any notice to the contrary.
2. ISSUANCE OF SHARES.
The Company agrees that the Shares so purchased shall be and are deemed to
be issued as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such Shares. Certificates for the
Shares purchased shall be delivered to the Holder within ten (10) days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the number of Shares, if
any, with respect to which this Warrant has not been exercised shall also be
delivered to the Holder within such time. Notwithstanding the foregoing,
however, the Company shall not be required to delivery any certificates for the
Shares, except in accordance with the provisions and subject to the limitations
of Section 6 below.
3. COVENANTS OF COMPANY.
The Company covenants and agrees that all Shares that may be issued upon
the exercise of this Warrant have been duly authorized and reserved for issuance
upon the exercise of this Warrant and that the Shares, when so issued, delivered
and paid for upon such exercise in accordance with the terms of this Warrant,
will be validly issued, fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issuance thereof. The Company further
covenants and agrees that until expiration of this Warrant, the Company will at
all times have authorized, and reserved for the purpose of issuance or transfer
upon exercise of this Warrant, a sufficient number of Shares to provide for the
exercise of this Warrant.
______________________
(1) THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN
SECTION 6 AND AT THE BOTTOM OF THE LAST PAGE HEREOF.
<PAGE>
4. ANTI-DILUTION ADJUSTMENTS.
The foregoing provisions are, however, subject to the following:
(a) The Purchase Price shall be subject to adjustment from time to
time as hereinafter provided. Upon each adjustment of the Purchase Price,
the Holder of this Warrant shall thereafter be entitled to purchase, at the
Purchase Price resulting from such adjustment, the number of Shares
obtained by multiplying the Purchase Price in effect immediately prior to
such adjustment by the number of Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by
the Purchase Price resulting from such adjustment.
(b) In case the Company shall at any time subdivide the outstanding
Shares into a greater number of Shares or declare a dividend payable in
Shares, the Purchase Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in case the outstanding
Shares shall be combined into a smaller number of Shares, the Purchase
Price in effect immediately prior to such combination shall be
proportionately increased.
(c) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets
to another corporation, shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets
(including cash) with respect to or in exchange for such Common Stock,
then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, the Holder of this Warrant shall have the
right to purchase and receive on the basis and on the terms and conditions
specified in this Warrant and in lieu of the Shares immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby or upon the consummation of any such transaction, such shares of
stock, securities or assets as would have been issued or delivered to the
Holder of this Warrant if the Holder had exercised this Warrant and
received upon exercise of this Warrant the Shares prior to or upon the
consummation of such reorganization, reclassification, consolidation,
merger or sale, provided that the Holder shall have the right to continue
to exercise this Warrant after the effective date of such reorganization,
reclassification, consolidation, merger or sale only if holders of options
and warrants generally have such continuing right to exercise. The Company
shall not effect any such consolidation, merger or sale unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing
such assets shall assume by written instrument executed and mailed to the
Holder at the last address of the Holder the obligation to deliver to such
Holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, the Holder may be entitled to purchase.
(d) If the Company takes any other action, or if any other event
occurs, which does not come within the scope of the provisions of Sections
4(b) or 4(c), but which should, in the Company's opinion, result in an
adjustment in the Purchase Price and/or the number of Shares subject to the
Warrant in order to fairly protect the rights of the Holder of this
Warrant, then the Company shall make an appropriate adjustment in the
Purchase Price or the number of Shares to be received upon exercise of this
Warrant.
(e) No adjustment of the Purchase Price shall be made if the amount
of such adjustment is less than $.01 per share, but in such case any
adjustment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any other adjustment or
adjustments so carried forward, shall amount to not less than $.01 per
share.
(f) No fractional Shares are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any
fraction of a Share which would otherwise be issuable in an amount equal to
the same fraction of the fair market value per Share on the day of exercise
as determined in good faith by the Company.
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(g) Upon any adjustment of the Purchase Price, the Company shall give
written notice thereof, by first-class mail, postage prepaid, addressed to
the registered Holder of this Warrant at the address of such Holder, which
notice shall state the Purchase Price resulting from such adjustment and
the increase or decrease, if any, in the number of Shares purchasable at
such price upon the exercise of this Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation
is based.
5. NO RIGHTS AS SHAREHOLDERS.
This Warrant shall not entitle the Holder to any voting rights or other
rights as a shareholder of the Company.
6. RESTRICTIONS ON TRANSFER.
The Holder, by acceptance hereof, represents and warrants that it is
acquiring this Warrant for its own account for investment purposes only and not
with a view to its resale or distribution, and it has no present intention to
resell or otherwise dispose of all or any part of this Warrant. Other than
pursuant to registration under federal and state securities laws or an exemption
from such registration, the availability of which shall be reasonably determined
by the Company, this Warrant may not be exercised nor may certificates be issued
for Shares, and neither this Warrant nor any Shares may be sold, pledged,
assigned or otherwise disposed of (whether voluntarily or involuntarily). The
Company may condition such issuance or sale, pledge, assignment or other
disposition on the receipt from the party to whom this Warrant is to be so
transferred or to whom Shares are to be issued or so transferred of any
representations and agreements requested by the Company in order to permit such
issuance or transfer to be made pursuant to exemptions from registration under
federal and applicable state securities laws. Each certificate representing the
Warrant (or any part thereof) and any Shares shall be stamped with the
appropriate legends setting forth these restrictions on transferability. The
Holder, by acceptance hereof, agrees to give written notice to the Company
before exercising or transferring this Warrant or transferring any Shares of the
Holder's intention to do so, describing briefly the manner of any proposed
exercise or transfer and providing an opinion of counsel, acceptable to the
Company, that such transfer complies with federal and applicable state
securities laws or exemptions thereunder. Within thirty (30) days of receiving
such written notice, the Company shall notify the Holder as to whether such
exercise or transfer may be effected.
7. SUCCESSORS AND ASSIGNS.
All the covenants and provisions of this Warrant by or for the benefit of
the Company or the Holder shall bind and inure to the benefit of their
respective successors and assigns.
8. MODIFICATION OF WARRANT.
Neither this Warrant nor any term hereof may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
3
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
delivered by its duly authorized officer as of the 25th day of March, 1997.
MEDICAL GRAPHICS CORPORATION
By:
-------------------------------------
Its:
------------------------------------
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES MAY BE MADE, IN THE
ABSENCE OF SUCH REGISTRATION OR AN ACCEPTABLE OPINION OF COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
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TO: MEDICAL GRAPHICS CORPORATION
* * * *
PURCHASE FORM -- To be Executed by the Registered Holder in Order to Exercise
Warrants
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Warrant for, and to purchase thereunder,
_____________ shares of Common Stock provided for therein and request that
certificates for such shares be issued in the name of:
Please insert social -------------------------------------
security (Name)
or other identifying number
of registered holder of -------------------------------------
certificate (Address)
-------------------------------------
(Address)
Signature(s):
Date:
-------------------------- --------------------------------------
and if such number of shares not be all of the shares purchasable hereunder,
that a new Warrant for the balance of the shares purchasable under such Warrant
be registered in the name of the undersigned Holder or his or her Assignee as
below indicated and delivered to the address stated below.
Name of Holder or Assignee:
(please print)
Address:
------------------------------------------------
------------------------------------------------
------------------------------------------------
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ASSIGNMENT FORM -- To be Executed by the Registered Holder in Order to Transfer
Warrants
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers _______
shares of the Warrants represented by the attached Warrant unto:
Please insert social security Please print or typewrite name
or other identifying number and address including zip code
of assignee of assignee
---------------------------------------
---------------------------------------
and does hereby irrevocably constitute and appoint __________________, Attorney
to transfer the Warrant on the records of the Registrant with full power of
substitution in the premises.
Date: Signature(s):
--------------------------
--------------------------------------------
--------------------------------------------
* * * *
NOTICE -- The Signature(s) to the Purchase Form or the Assignment Form must
correspond to the name as written upon the face of the Warrant in every
particular without alteration or enlargement or any change whatsoever.
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EXHIBIT 5.1
May 15, 1997
Medical Graphics Corporation
350 Oak Grove Parkway
Saint Paul, MN 55127
RE: OPINION OF COUNSEL AS TO LEGALITY OF 130,000 SHARES OF COMMON STOCK TO
BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 130,000 shares of Common Stock, $.05 par
value per share, of Medical Graphics Corporation (the "Company") offered to
Catherine A. Anderson pursuant to the Warrant Agreement dated March 25, 1997
(the "Warrant").
As general counsel for the Company, we advise you that it is our opinion,
based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 130,000 shares of Common Stock to
be offered to Catherine A. Anderson by the Company under the Warrant will, when
paid for and issued, be validly issued and lawfully outstanding, fully paid and
nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
\s\ Lindquist & Vennum P.L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Medical Graphics Corporation on Form S-8 relating to the Warrant Agreement of
Catherine A. Anderson of our report dated April 4, 1997 (April 15, 1997 as to
the third paragraph of Note 11), appearing in the Annual Report on Form 10-KSB
of Medical Graphics Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
\s\ Deloitte & Touche LLP
Minneapolis, Minnesota
May 14, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Medical Graphics Corporation on Form S-8 pertaining to the Warrant Agreement of
Catherine A. Anderson of our report dated February 16, 1996 with respect to the
consolidated financial statements of Medical Graphics Corporation included in
its Annual Report (Form 10-KSB) for the year ended December 31, 1996 filed with
the Securities and Exchange Commission.
Ernst & Young LLP
\s\ Ernst & Young LLP
Minneapolis, Minnesota
May 15, 1997
