As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-________
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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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 or organization) Identification No.)
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices) (Zip Code)
NCS/VUE 1994 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
J. W. Fenton, Jr. Jay L. Swanson
Secretary/Treasurer Dorsey & Whitney LLP
National Computer Systems,Inc. Pillsbury Center South
11000 Prairie Lakes Drive 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, MN 55402
(Name and address of agent for service)
(612) 829-3000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to offering price aggregate offering registration
be registered be registered per share (1) price (1) fee
Common Stock,
$.03 par value 15,874 $25.00 $396,850 $120.26
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(1) 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 April 11, 1997.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by National
Computer Systems, 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-K for
the fiscal year ended January 31, 1996;
(b) The Company's quarterly reports on Form 10-Q for
the quarters ended April 30, July 31, and October 31, 1996;
(c) The Company's Current Reports on Form 8-K dated
July 10, 1996 and March 18, 1997; and
(d) The description of the Company's Common Stock and
Common Stock Purchase Rights contained in any Registration
Statement filed by the Company for the purpose of updating any
such description.
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,
subsequent to the date hereof and prior to the filing of a post-effective
amendment 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 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes requires, among
other things, the indemnification of persons made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties and fines (including attorneys' fees) if such person is not
otherwise indemnified, acted in good faith, received no improper benefit,
believes that such conduct was in the best interests of the corporation, and, in
the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, requires payment by the
corporation, upon written request, of reasonable expenses in advance of final
disposition 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.
Article IX of the Company's Restated Articles of
Incorporation, as amended, provides that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
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 a
knowing violation of law; (iii) 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; (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 when Article IX became effective.
The Bylaws of the Company provide that the Company shall
indemnify such persons, for such liabilities, in such manner, under such
circumstances and to such extent as permitted by Section 302A.521, as now
enacted or hereafter amended.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Independent Auditors
23.2 Consent of Dorsey & Whitney LLP (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 such
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>
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 Eden Prairie, State of Minnesota.
NATIONAL COMPUTER SYSTEMS, INC.
Dated: April 15, 1997 By: /s/ J. W. Fenton, Jr.
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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:
Signature
By: * Chairman of the Board of Directors, President
Russell A. Gullotti and Chief Executive Officer
(principal executive officer)
By: * Director
David C. Cox
By: * Director
Moses Joseph
By: * Director
Jean B.Keffeler
By: * Director
Charles W. Oswald
By: * Director
Stephen G. Shank
By: * Director
John E. Steuri
By: * Director
Jeffrey E. Stiefler
By: * Director
John W. Vessey
By: * Vice President and Chief Financial Officer
Jeffrey W. Taylor (principal financial officer and
principal 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. Dated: April 15, 1997
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Attorney-in-Fact
<PAGE>
EXHIBIT INDEX TO
FORM S-8
NATIONAL COMPUTER SYSTEMS, INC.
Exhibit Description Page No.
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Independent Auditors
23.2 Consent of Dorsey & Whitney LLP
(included in Exhibit 5)
24 Power of Attorney
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
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 15,874 shares (the "Shares") of common stock, par value $.03 per share, of
the Company. The Shares will be issuable upon the exercise of stock options
granted pursuant to the Company's NCS/VUE 1994 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 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: April 15, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
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 NCS/VUE 1994 Employee Stock Option Plan
of National Computer Systems, Inc. and subsidiaries, of our report dated March
3, 1996 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, 1996 filed with the
Securities and Exchange Commission
ERNST & YOUNG LLP
Minneapolis, Minnesota
April 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
NCS/VUE EMPLOYEE STOCK OPTION PLAN
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 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. NCS/ VUE 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 there with, 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 10th
day of April, 1997.
/s/ RUSSELL A. GULLOTTI /s/ STEPHEN G. SHANK
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Russell A. Gullotti Stephen G. Shank
/s/ DAVID C. COX /s/ JOHN E. STEURI
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David C. Cox John E. Steuri
/s/ MOSES JOSEPH /s/ JEFFREY E. STIEFLER
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Moses Joseph Jeffrey E. Stiefler
/s/ JEAN B. KEFFELER /s/ JOHN W. VESSEY
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Jean B. Keffeler John W. Vessey
/s/ Charles W. Oswald /s/ JEFFREY W. TAYLOR
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Charles W. Oswald Jeffrey W. Taylor
