As filed with the Securities and Exchange Commission on June 15, 2000.
Registration No. 333-_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
PPT VISION, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1413345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12988 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices and zip code)
____________________________
PPT VISION, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
____________________________
Copy to:
Joseph C. Christenson, President Thomas G. Lovett, IV
PPT Vision, Inc. Lindquist & Vennum P.L.L.P.
12988 Valley View Road 4200 IDS Center
Eden Prairie, Minnesota 55344 Minneapolis, MN 55402
(952) 996-9500 (612) 371-3270
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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
Common Stock, 150,000 shares $4.5625 (1) $ 684,375(1) $ 180.68
$.10 par value,
to be issued pursuant
to PPT Vision, Inc.
2000 Employee Stock Purchase Plan
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based
upon the closing price of the Company's Common Stock on the
Nasdaq National Market on June 9, 2000.
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-K for the
fiscal year ended
October 31, 1999.
(b) The Quarterly Reports of the Company on Form 10-Q for
the quarters ended January 31, 2000 at April 30, 2000;
the Definitive Proxy Statement dated February 7, 2000
for the 2000 Annual Meeting of Shareholders held on
March 16, 2000.
(c) The description the Company's Common Stock as
set forth under the caption "Capital Stock"
in the Company's Registration Statement on
Form S-2, as amended (File No. 333-03755)
filed May 15, 1996.
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.
The description of the Company's Common Stock to be offered
pursuant to this Registration Statement has been incorporated by
reference into this Registration Statement as described in Item 3
of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes and Article 6 of
the Company's Bylaws require, 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 Company against judgments, penalties and fines (including
attorneys' fees) if such person is not otherwise indemnified,
acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the
Company, and, in the case of criminal proceedings, had no reason
to believe the conduct was unlawful. In addition, Section
302A.521, subd. 3, of the Minnesota Statutes requires payment by
the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances if 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1 PPT Vision, Inc. 2000 Employee Stock Purchase Plan
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 Price Waterhouse, LLP
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) 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;
(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.
(c) 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.
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, on June 15, 2000.
PPT VISION, INC.
By /s/ Joseph C. Christenson
Joseph C. Christenson President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of PPT Vision, Inc.
hereby constitute and appoint Joseph C. Christenson with power to
act as 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 in the capacities indicated on June 15,
2000.
Signature
/s/ Joseph C. Christenson
Joseph C. Christenson, President,
Director (Principal Executive Officer)
/s/ Larry G. Paulson
Larry G. Paulson, Vice President and
Chief Technology Officer, Director
/s/ Bruce C. Huber
Bruce C. Huber, Director
/s/ David Malmberg
David Malmberg, Director
/s/ Peter R. Peterson
Peter R. Peterson, Director
/s/ Richard R. Peterson
Richard R. Peterson, Chief Financial
Officer (Principal Accounting Officer)
EXHIBIT 4.1
PPT VISION, INC.
2000 Employee Stock Purchase Plan
Section 1
Purpose
The purpose of this Employee Stock Purchase Plan is to
provide a greater community of interest between PPT Vision, Inc.
shareholders and its employees, and to facilitate purchase by
employees of additional shares of stock in the Company. It is
believed the Plan will encourage employees to remain in the
employ of the Company and will also permit the Company to compete
with other corporations offering similar plans in obtaining and
retaining the services of competent employees. It is intended
that options issued pursuant to this Plan shall constitute
options issued pursuant to an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended.
Section 2
Definitions
A. "Plan" means the 2000 PPT Vision, Inc. Employee Stock
Purchase Plan.
B. "Code" means the Internal Revenue Code of 1986, as
amended.
C. "Company" means Pattern Processing Technologies, Inc.,
and any of its subsidiaries (as that term is defined by Section
425(f) of the Code) to which PPT Vision, Inc. and such respective
subsidiaries by action of their Boards of Directors shall make
this Plan applicable.
D. "Employee" means any person, including an officer, who
is customarily employed twenty (20) hours or more per week and
more than five (5) months in a calendar year by the Company.
E. "Eligible Employee" means an Employee of the Company
who is eligible for participation in the Plan in accordance with
Section 4.
F. "Participant" means an Eligible Employee who has
elected to participate in the Plan in accordance with Section 5.
G. "Committee" means the committee provided for in
Section 11.
H. The "Commencement Date" of the Plan means June 1, 2000
or such other date established by the Committee.
I. "Base Pay" means regular straight time earnings
annualized as of the date of commencement of a phase excluding
payments, if any, for overtime, incentive compensation, incentive
payments, premiums, bonuses, and any other special remuneration.
J. "Termination Date" shall mean the earlier of (i) the
day immediately preceding the one year anniversary of the
commencement of a particular phase of the Plan, or (ii) the
effective date of any merger or consolidation in which the
Company is not the surviving corporation.
K. "Shares" shall mean common shares of the Company of the
par value of $.10, subject to adjustments which may be made in
accordance with Sections 16 and 17.
Section 3
Term and Phases of the Plan
A. The Plan will commence on the Commencement Date and
will terminate five (5) years thereafter. Notwithstanding the
foregoing, this Plan shall be considered of no force or effect
and any options granted shall be null and void unless the
shareholders of the Company approve the Plan within twelve (12)
months before or after the date of its adoption by the Board of
Directors.
B. The Plan shall be carried out in five (5) phases, each
phase being for a period of one year, or such other length of
time as made be determined by the Committee. No phases shall run
concurrently. A phase may commence immediately after the
termination of the preceding phase. The commencement of each
phase shall be determined by the Committee, provided that the
commencement of the first phase shall be within twelve (12)
months before or after the date of approval of the Plan by the
shareholders of the Company. In the event all of the stock
reserved for grant of options hereunder is issued pursuant to the
terms hereof prior to the commencement of one or more phases
scheduled by the Committee or the number of shares remaining is
so small, in the opinion of the Committee, as to render
administration of any succeeding phase impracticable, such phase
or phases shall be cancelled. Phases shall be numbered
successively as Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5.
Section 4
Eligibility
A. Any Employee of the Company who has completed at least
two (2) weeks of continuous service on or prior to the commence
ment of a phase of the Plan shall be eligible to participate in
the Plan, subject to the limitations imposed by Section 423 of
the Code.
B. Any Employee who is a member of the Board of Directors
of the Company shall be eligible to participate in the Plan.
C. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be granted an option:
1. If such Employee, immediately after the option is
granted, owns shares possessing five percent (5%) or more of
the total combined voting power or value of all classes of
shares of the Company or a parent or a subsidiary of the
Company. For purposes of determining share ownership, the
rules of Section 425(d) of the Code shall apply, and shares
which the Employee may purchase under outstanding options
shall be treated as shares owned by the Employee; or
2. Which permits the Employee to purchase shares
under such plans of the Company or a parent or a subsidiary
of the Company to accrue at a rate which exceeds $25,000 of
the fair market value of such shares (determined at the time
such option is granted) for each calendar year in which such
option is outstanding at any time.
Section 5
Participation
A. An Eligible Employee may elect to enroll as and become
a Participant in any phase of the Plan by completing a payroll
deduction authorization on the form provided by the Company and
filing it with the personnel office at least seven (7) days prior
the date the phase commences.
B. Payroll deductions for a Participant shall commence on
the date when his payroll deduction authorization becomes
effective and shall end on the last payday immediately prior to
or coinciding with the Termination Date of the particular phase
unless sooner terminated by the Participant as provided in
Section 9 or as otherwise provided herein.
C. A participant who ceases to be an Eligible Employee,
although still employed by the Company, thereupon shall be deemed
to discontinue his participation in the Plan and shall have the
rights provided in Section 9.
D. Participation in the Plan shall be voluntary.
Section 6
Payroll Deductions
A. Upon enrollment in any particular phase of the Plan, a
Participant shall elect to make contributions to the Plan by
payroll deductions (in full dollar amounts calculated to be as
uniform as practicable throughout the period of the phase), in
the aggregate amount not in excess of the sum of 10% of such
Participant's Base Pay for the term of the phase, as determined
on the basis of his annual or annualized Base Pay at the
commencement of the phase. The minimum authorized payroll
deduction shall be $10 per month.
B. All payroll deductions made for a Participant shall be
credited to the Participant's account under the Plan. The
Participant may not make any separate cash payments into such
account.
C. A Participant may discontinue his participation in the
phase and terminate his payroll deduction authorized at any time
as provided in Section 9.
D. A Participant may reduce the amount of his payroll
deduction by completing an amended payroll deduction
authorization on the form provided and filing it with the
personnel office, but no change can be made during a phase of the
Plan which would either change the time or increase the rate of
his payroll deductions.
Section 7
Terms and Conditions of Options
A. Stock options granted pursuant to the Plan may be
evidenced by agreements in such form as the Committee shall
recommend and the Board of Directors shall approve; provided that
all Employees shall have the same rights and privileges and
provided further that such options shall comply with and be
subject to the following terms and conditions.
B. As of the commencement of a phase when a Participant's
payroll deduction authorization becomes effective, the
Participant shall be granted an option for as many full shares as
he will be able to purchase with the payroll deduction credited
to the Participant's account during his participation in the
phase, subject to the limitations of Section 10. The maximum
number of shares subject to purchase by a Participant shall equal
the total amount to be credited to the Participant's account
under Section 6 hereof divided by the option price set forth in
Section 7, paragraph C.1. hereof.
C. The option price of shares to be purchased with payroll
deductions for an Employee who becomes a Participant as of the
commencement of a phase shall be the lower of:
1. 85% of the fair market value of the shares on the
date the phase commences, or
2. 85% of the fair market value of the shares on the
Termination Date of the phase.
D. The fair market value of the shares shall be determined
by the Committee for each valuation date in a manner consistent
with Section 423 of the Code.
Section 8
Exercise of Option
A. Unless a Participant gives written notice to the
Company as provided in Section 9, an option for the purchase of
shares will be exercised automatically as of the Termination Date
of the phase for the purchase of the number of full shares which
the accumulated payroll deductions in the Participant's account
at that time will purchase at the applicable option price, but in
no event shall the number of full shares be greater than the
number of full shares which the Participant is eligible to
purchase under Section 7, paragraph B.
B. By written notice to the Company within one week prior
to the Termination Date of the phase a Participant may elect,
effective at the Termination Date, to:
1. withdraw all the accumulated payroll deductions in
the Participant's account at the time, without interest;
2. exercise his option for a specified number of full
shares less than the number of full shares which the
accumulated payroll deductions in his account will purchase
at the applicable option price, and withdraw the balance in
the Participant's account without interest, but in no event
shall the number of full shares be greater than the number
of full shares to which a Participant is eligible to
purchase under Section 7, paragraph B.
Section 9
Death, Withdrawal or Termination
A. In the event of the death of a Participant during any
phase of the Plan, the person or persons specified in Section 18
may give notice to the Company within sixty (60) days of the
death of the Participant, but in no event later than the end of
the period specified in Section 8, paragraph B., electing to
purchase the number of full shares which the accumulated payroll
deductions in the account of such deceased Participant will
purchase at the option price specified in Section C of Section 7
and have the balance in the account distributed in cash without
interest. If no such notice is received by the Company within
the period described in the preceding sentence, the accumulated
payroll deductions will be distributed in cash.
B. Upon termination of the Participant's employment during
any phase of the Plan for any reason other than the death of the
Participant, the payroll deductions credited to his account
without interest shall be returned to such Participant promptly.
C. A Participant may withdraw all or any part of the
payroll deductions credited to his account under the Plan at any
time by giving written notice to the Company. The Participant's
payroll deductions credited to his account shall be paid to him
promptly after receipt of his notice of withdrawal and no further
payroll deductions shall be made from his compensation. Any
amounts not withdrawn shall remain in the Participants account.
Section 10
Shares Under Option
A. The shares to be sold to a Participant under the Plan
may, at the election of the Company, be either authorized but
unissued shares or shares acquired in the open market by the
Company. The maximum number of shares which shall be made
available for sale under the Plan shall be 150,000 shares subject
to adjustment upon changes in capitalization of the Company as
provided in Sections 16 and 17. If the total number of shares
for which options are to be granted on any date in accordance
with Section 7 exceeds the number of shares then available under
the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), the Committee shall make
a pro rata allocation of the shares remaining available in as
nearly a uniform manner as shall be practicable and as it shall
determine to be equitable. In such event, payroll deductions to
be made shall be reduced accordingly and the Committee shall give
written notice of such reduction to each Participant affected
thereby.
B. As promptly as practicable after the Termination Date
of a phase, the Company shall deliver to each Participant the
full shares purchased under exercise of his option, together with
a cash payment equal to the balance (without interest) of any
payroll deductions credited to his account which were not used
for the purchase of shares.
C. The Participant will have no interest in shares covered
by his option until such option has been exercised.
Section 11
Administration
The Plan shall be administered by the Board of Directors of
the Company, or in its discretion, by a Committee consisting of
not less than two (2) members who shall be appointed by the Board
of Directors of the Company. Each member of such Committee shall
be either a director, an officer or an employee of the Company.
Unless the Board of Directors limits the authority delegated to
the Committee in its appointment, the Committee shall be vested
with full authority to make, administer, and interpret such rules
and regulations as it deems necessary to administer the Plan, and
any such determination, decision or action of such Committee with
respect to any action in connection with the construction,
interpretation administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all
other persons claiming under or through any Participant. It is
provided, however, that the provisions of the Plan shall be
construed so as to extend and limit participation in the Plan
only in a manner consistent with the requirements of Section 423
of the Code. For all purposes of this Plan other than this
Section 11, references to the Committee shall also refer to the
Board of Directors.
Section 12
Amendment of the Plan
The Board of Directors of the Company may at any time amend
the Plan, except that no amendment may make any change in any
option theretofore granted which would adversely affect the
rights of any Participant, and no amendment shall be made without
prior approval of the shareholders of the Company if such
amendment would require sale of more shares than are authorized
under Section 10 of the Plan or change the qualifications of
Eligible Employees under the Plan.
Section 13
Nontransferability
Neither payroll deductions credited to a Participant's
account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way by the Participant
and any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, but the
Company may treat such act as an election to withdraw funds in
accordance with Section 9.
Section 14
Use of Funds
All payroll deductions received or held by the Company under
this Plan may be used by the Company for any corporate purposes
and the Company shall not be obligated to segregate such payroll
deductions.
Section 15
Interest
No interest will be paid on any amounts in any Participant's
account.
Section 16
Changes in Capitalization, Merger, etc.
A. Subject to any required action by the shareholders, the
number of shares covered by each outstanding option, and the
price per share thereof in each such option, shall be
proportionately adjusted for any increase or decrease in the
number of issued shares of the Company resulting from a
subdivision or consolidation of shares or the payment of a share
dividend (but only on the shares) or any other increase or
decrease in the number of such shares effected without receipt of
consideration by the Company.
B. Subject to any required action by the shareholders, if
the Company shall be involved in any merger or consolidation, in
which it is the surviving corporation, each outstanding option
shall pertain to and apply to the securities to which a holder of
the number of shares subject to the option would have been
entitled. A dissolution or liquidation of the Company shall
cause each outstanding option to terminate, provided in such
event that, immediately prior to such dissolution or liquidation,
each Participant shall be repaid the payroll deductions credited
to his account without interest.
C. In the event of a change in the shares of the Company
as presently constituted, which is limited to a change of all its
authorized shares with par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the shares
within the meaning of this Plan.
Section 17
Adjustments to Shares
A. To the extent that the foregoing adjustments relate to
shares or securities of the Company, such adjustments shall be
made by the Committee, and its determination in that respect
shall be final, binding and conclusive, provided that each option
granted pursuant to this Plan shall not be adjusted in a manner
that causes the option to fail to continue to qualify as an
option issued pursuant to an "employee stock purchase plan"
within the meaning of Section 423 of the Code.
B. Except as hereinbefore expressly provided in Sections
16 and 17, the optionee shall have no right by reason of any
subdivision or consolidation of shares of any class or the
payment of any stock dividend or any other increase or decrease
in the number of shares of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of
assets or stock of another corporation, and any issue by the
Company of shares of any class, or securities convertible into
shares of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price
of shares subject to the option.
C. The grant of an option pursuant to this Plan shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.
Section 18
Beneficiary Designation
A Participant may file a written designation of a
beneficiary who may elect to purchase shares or receive cash to
the Participant's credit under the Plan in the event of such
Participant's death prior to delivery to him of such shares and
cash. Such designation of beneficiary may be changed by the
Participant at any time by written notice delivered to the
Company. Upon the death of a Participant and upon receipt by the
Company of proof deemed adequate by it of the identity and
existence at the Participant's death of a beneficiary validly
designated by him under the Plan, the Company shall deliver such
shares and cash to such beneficiary in accordance with paragraph
A of Section 9. If upon the death of a Participant there is no
surviving beneficiary duly designated as above provided, the
Company shall deliver accumulated payroll deductions to the
executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the
knowledge of the Company) within sixty (60) days following the
Participant's death, the Company shall deliver such accumulated
payroll deductions to the surviving spouse, if any, as though
named as the designated beneficiary hereunder, or if there is no
such surviving spouse or child, then to such relatives of the
Participant as would be entitled to such amounts, under the laws
of intestacy in the deceased Participant's domicile as though
named as the designated beneficiary hereunder. The Company shall
not be liable for any distribution made of shares or cash
pursuant to any will or other testamentary disposition made by
such Participant, or because of the provisions of law concerning
intestacy, or otherwise. No designated beneficiary shall, prior
to the death of the Participant by whom he has been designated,
acquire any interest in the shares or cash credited to the
Participant under the Plan.
Section 19
Registration and Qualification of Shares
The offering of the shares hereunder shall be subject to the
effecting by the Company of any registration or qualification of
the shares under any federal or state law or the obtaining of the
consent or approval of any governmental regulatory body which the
Company shall determine, in its sole discretion, is necessary or
desirable as a condition to or in connection with, the offering
or the issue or purchase of the shares covered thereby. The
Company shall make every reasonable effort to effect such
registration or qualification or to obtain such consent or
approval.
Section 20
Plan Preconditions
The Plan is expressly made subject to (i) the approval by
shareholders of the Company, and (ii) at its election, the
receipt by the Company from the Internal Revenue Service of a
determination letter or ruling, in scope and content satisfactory
to counsel, respecting the qualification of the Plan within the
meaning of Section 423 of the Code. If the Plan is not so
approved by the shareholders and if, at the election of the
Company, the aforesaid determination letter or ruling from the
Internal Revenue Service is not received on or before one year
after this Plan's adoption by the Board of Directors, this Plan
shall not come into effect. In such case, the accumulated
payroll deductions credited to the account of each Participant
shall forthwith be repaid to him without interest.
Adopted by Board of Directors: December 22, 1999
Approved by Shareholders: March 16, 2000
EXHIBIT 5.1
June 15, 2000
PPT Vision, Inc.
12988 Valley View Road
Eden Prairies, MN 55344
Re: Opinion of Counsel as to Legality of 150,000 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
150,000 shares of Common Stock, $.10 par value per share, of PPT
Vision, Inc., (the "Company") offered to employees of the Company
or its subsidiaries pursuant to the PPT Vision, Inc. 2000
Employee Stock Purchase Plan (the "Plan").
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
150,000 shares of Common Stock to be offered to employees 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
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated December
10, 1999, relating to the financial statements which appear in
PPT Vision, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
June 14, 2000
