As filed with the Securities and Exchange Commission on January 23, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0850527
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
11000 Prairie Lakes Drive
Eden Prairie, MN 55344
(Address of principal executive offices) (Zip Code)
NATIONAL COMPUTER SYSTEMS, INC.
1990 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
J.W. Fenton, Jr. Copy to:
Secretary/Treasurer Jay L. Swanson
National Computer Systems, Inc. Dorsey & Whitney P.L.L.P.
11000 Prairie Lakes Drive Pillsbury Center South
Eden Prairie, Minnesota 55344 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(612) 829-3040
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered(1) price/share(2) offering price(2) fee
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Common Stock,
$.03 par value 350,000 $18.25 $6,387,500 $2,202.59
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(1) The number of shares of Common Stock being registered represents the number
of shares that may be issued pursuant to the plan in addition to shares
previously registered.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
on the Nasdaq National Market on January 19, 1996.
Pursuant to General Instruction E of General Instructions to Form S-8, this
registration statement incorporates by reference the registrant's registration
statement on Form S-8 filed on June 11, 1992 (Registration No.
33-48509).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Description
4 - Rights Agreement dated as of June 23, 1987 between National
Computer Systems, Inc. (the "Company") and Norwest Bank
Minnesota, N. A. (including the form of Right Certificate
attached as Exhibit B thereto) is incorporated herein by
reference to Exhibit 4.1 to the Company's report on Form 8-K
dated June 23, 1987.
5 - Opinion of Counsel for the Company
23.1 - Consent of Independent Auditors
23.2 - Consent of Counsel for the Company (included in Exhibit 5)
24 - Power of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment to this 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.
The undersigned registrant hereby undertakes 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.
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 (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.
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 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.
<PAGE>
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 Eden Prairie, State of Minnesota.
NATIONAL COMPUTER SYSTEMS, INC.
Dated: January 22, 1996 By: /s/ J.W. Fenton, Jr.
-----------------------
J.W. Fenton, Jr.
Secretary/Treasurer
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:
Name
By: Russell A. Gullotti* Chairman of the Board of Directors, President and
Russell A. Gullotti Chief Executive Officer
(principal executive officer)
By: David P. Campbell* Director
David P. Campbell
By: David C. Cox* Director
David C. Cox
By: Director
Jean B. Keffeler
By: Charles W. Oswald* Director
Charles W. Oswald
By: Stephen G. Shank* Director
Stephen G. Shank
By: John E. Steuri* Director
John E. Steuri
By: Director
Jeffrey E. Stiefler
By: John W. Vessey* Director
John W. Vessey
By: Jeffrey W. Taylor* Vice President and Chief Financial Officer
Jeffrey W. Taylor (principal financial and accounting officer)
* Executed on behalf of the indicated officers and directors of the
registrant by J.W. Fenton, Jr., Secretary/Treasurer, duly appointed
attorney-in-fact.
/s/ J.W. Fenton, Jr.
(Attorney-in-fact) Dated: January 22, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5 - Opinion of Counsel for the Company ......................
23.1 - Consent of Independent Auditors .........................
23.2 - Consent of Counsel for the Company (included in Exhibit 5)
24 - Power of Attorney .......................................
EXHIBIT 5
National Computer Systems, Inc.
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to National Computer Systems, Inc., a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-8 relating to the sale by the Company from time to time of
up to 350,000 shares of Common Stock, $ .03 par value, of the Company (the
"Shares"), initially issuable upon the exercise of stock options granted
pursuant to the Company's 1990 Employee Stock Option Plan (as amended to date,
the "Plan").
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 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.
Dated: January 22, 1996
Very truly yours,
/s/ Dorsey & Whitney P.L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the National Computer Systems 1990 Employee
Stock Option Plan of National Computer Systems, Inc. and subsidiaries, of our
report dated March 15, 1995 with respect to the consolidated financial
statements of National Computer Systems, Inc. and subsidiaries incorporated by
reference in its Annual Report on Form 10-K for the year ended January 31, 1995
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
January 22, 1996
EXHIBIT 24
POWER OF ATTORNEY
The undersigned directors and officers of NATIONAL COMPUTER SYSTEMS,
INC. hereby constitute and appoint J.W. Fenton, Jr., his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities (including without limitation, as Director and/or Principal
Executive Officer, Principal Financial Officer, Principal Accounting Officer or
any other officer of the Company), to sign a registration statement, and any and
all amendments thereto, including post-effective amendments, on Form S-8
relating to the issuance of Common Stock of National Computer Systems, Inc.
pursuant to its National Computer Systems, Inc. 1990 EMPLOYEE STOCK OPTION PLAN,
which is to be filed with the Securities and Exchange Commission, with all
exhibits thereto, and any and all documents in connection therewith, hereby
granting unto said attorney-in-fact and agent full power and authority to do and
perform any and all acts and things requisite and necessary to be done, and
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
4th day of January, 1992.
/s/ Charles W. Oswald /s/ Stephen G. Shank
Charles W. Oswald Stephen G. Shank
/s/ David C. Malmberg /s/ John E. Steuri
David C. Malmberg John E. Steuri
/s/ David P. Campbell /s/ John W. Vessey
David P. Campbell John W. Vessey
/s/ Robert F. Zicarelli
William W. Chorske Robert F. Zicarelli
/s/ David C. Cox /s/ Norman A. Cocke
David C. Cox Norman A. Cocke
/s/ Harvey Golub /s/ Jeffrey W. Taylor
Harvey Golub Jeffrey W. Taylor
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director and officer of NATIONAL COMPUTER SYSTEMS, INC.
hereby constitutes and appoints J.W. Fenton, Jr., his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities (including without limitation, as Director and/or Principal
Executive Officer or any other officer of the Company), to sign a registration
statement, and any and all amendments thereto, including post-effective
amendments, on Form S-8 relating to the issuance of Common Stock of National
Computer Systems, Inc. pursuant to its National Computer Systems, Inc. 1990
EMPLOYEE STOCK OPTION PLAN, which is to be filed with the Securities and
Exchange Commission, with all exhibits thereto, and any and all documents in
connection therewith, hereby granting unto said attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done, and hereby ratifying and confirming all that said
attorney-in-fact and agent may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th
day of January, 1996.
/s/ Russell A. Gullotti
Russell A. Gullotti
