Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DATAKEY, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1291472
(State or Other Juris- (I.R.S. Employer
diction of Incorporatio Identification Number)
or Organization)
407 West Travelers Trail
Burnsville, Minnesota 55337
(Address of Principal Executive Office and Zip Code)
Datakey, Inc. 1987 Stock Option Plan
(Full Title of the Plan)
John H. Underwood
President and Chief Executive Officer
Datakey, Inc.
407 West Travelers Trail
Burnsville, Minnesota 55337
(612) 890-6850
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas R. King
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the 1987 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
1987 Plan 250,000 shares $5.1875 $1,296,875.00 $447.20
TOTAL: $447.20
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on September 3, 1996.
<PAGE>
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1987 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 33-14144, No. 33-47068
and No. 33-67280, are incorporated by reference.
SIGNATURES
The Registrant. 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 Burnsville and State of Minnesota, on the 4th
day of September, 1996.
DATAKEY, INC
(the "Registrant")
By /s/ John H. Underwood
John H. Underwood, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints John H. Underwood and Alan
G. Shuler his true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of Datakey, Inc. relating to the Company's 1987 Stock Option Plan and
any or all amendments or post-effective amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ John H. Underwood President, Chief Executive September 4, 1996
John H. Underwood Officer and Director
(principal executive officer)
/s/ Alan G. Shuler Vice President and September 4, 1996
Alan G. Shuler Chief Financial Officer
(principal financial and
accounting officer)
/s/ Gary R. Holland Chairman of the Board and September 4, 1996
Gary R. Holland Director
/s/ Terrence W. Glarner Director September 4, 1996
Terrence W. Glarner
/s/ Thomas R. King Director September 4, 1996
Thomas R. King
/s/ Eugene W. Courtney Director September 4, 1996
Eugene W. Courtney
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
DATAKEY, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities
under the 1987 Stock Option Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See signature page)
EXHIBIT 5
September 4, 1996
Datakey, Inc.
407 West Travelers Trail
Burnsville, MN 55337
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Datakey, Inc. (the "Company") in
connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and 250,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1987 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Thomas R. King
Thomas R. King
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, MN 55402
Phone: 612-347-7059
Fax: 612-347-7077
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated February 7, 1996, on the consolidated
financial statements of Datakey, Inc. (the "Registrant"), which report and
statements appear in the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1995.
/s/ McGLADREY & PULLEN, LLP
Minneapolis, Minnesota
September 3, 1996
