As filed with the Securities and Exchange Commission on May 2, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
INNOVEX, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1223933
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
1313 SOUTH FIFTH STREET
HOPKINS, MINNESOTA 55343-9904
(Address of Principal Executive Offices and zip code)
____________________________
INNOVEX, INC.
1994 STOCK OPTION PLAN
(Full title of the Plan)
____________________________
Thomas W. Haley
Chief Executive Officer
Innovex, Inc.
1313 South Fifth Street
Hopkins, MN 55343-9904
(612) 938-4155
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Charles P. Moorse
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
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, 200,000 shares $24.375(1) $4,875,000(1) $1,681.03
$0.04 par value
</TABLE>
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based
upon the average of the high and low prices of the Company's
Common Stock on the Nasdaq National Market on April 28, 1995.
PART I
Pursuant to the Note 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 herein:
(a) The Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1994.
(b) The Definitive Proxy Statement dated January 24, 1995 for the 1995
Annual Meeting of Shareholders.
(c) The Quarterly Reports on Form 10-Q for the quarters ended December 31,
1994 and March 31, 1995.
(d) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated August 12, 1986 (Registration
No. 33-6594), including any amendment or report filed for the purpose of
updating such description.
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 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 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.
R. J. FitzGerald, Secretary of the Company, is a partner of Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall 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
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, 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 with respect to the same acts or
omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255 (Director
Conflicts of Interest), if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c), clause
(3), reasonably believed that the conduct was not opposed to the best
interests of the corporation. If the person's acts or omissions
complained of in the proceeding relate to conduct as a director,
officer, trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of the
corporation if the person reasonably believed that the conduct was in
the best interests of the participants or beneficiaries of the
employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
as to the legality of the common stock
offered pursuant to the stock plan
referred to herein
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Grant Thornton L.L.P., independent certified public
accountants
24.1 A power of attorney is set forth on the signature page of the
Registration Statement.
_____________________
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected 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.
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 Hopkins, State of Minnesota, on April 26, 1995.
INNOVEX, INC.
By /s/ Thomas W. Haley
Thomas W. Haley, Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Innovex, Inc. hereby constitute
and appoint Thomas W. Haley and Douglas W. Keller, 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his 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
April 26, 1995 in the capacities indicated.
Signature
/s/ Thomas W. Haley
___________________________________
Thomas W. Haley, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Douglas W. Keller
___________________________________
Douglas W. Keller, Corporate
Controller
(Principal Financial Officer)
/s/ Michael C. Slagle
___________________________________
Michael C. Slagle, Director
/s/ Bernt M. Tessem
___________________________________
Bernt M. Tessem, Director
/s/ Gerald M. Bestler
___________________________________
Gerald M. Bestler, Director
/s/ Willis K. Drake
___________________________________
Willis K. Drake, Director
Exhibit 5.1
April 28, 1995
Innovex, Inc.
1313 South Fifth Street
Hopkins, Minnesota 55343-9904
Re: Opinion of Counsel as to Legality of 200,000 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 200,000 shares of Common Stock, $0.04
par value, of Innovex, Inc. (the "Company") offered to officers, other key
employees and consultants of the Company pursuant to the Innovex, Inc. 1994
Stock Option Plan (the "Plan").
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 200,000 shares of Common Stock to be issued by the Company under the Plan,
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.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated November 2, 1994, accompanying the consolidated
financial statements and schedules of Innovex, Inc. and Subsidiaries
incorporated by reference or included in the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, which is incorporated by reference in this
Registration Statement on Form S-8 and Prospectus. We consent to the
incorporation by reference in the Registration Statement and Prospectus of the
aforementioned reports.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Minneapolis, Minnesota
April 26, 1995
