As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Minolta - QMS, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-0737870
________________________________________________________________________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE MAGNUM PASS, MOBILE, ALABAMA 36618
________________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
QMS, INC. 1997 STOCK INCENTIVE PLAN
________________________________________________________________________________
(Full Title of the Plan)
Albert A. Butler
Minolta - QMS, Inc.
One Magnum Pass, Mobile, Alabama 36618
________________________________________________________________________________
(Name and Address of Agent for Service)
(334) 633-4300
________________________________________________________________________________
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Brooks P. Milling, Esq.
Hand Arendall, L.L.C.
3000 AmSouth Bank Building
Mobile, Alabama 36602
<PAGE>
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount Offering Price Aggregate Offering Registration
Registered Registered(1) Per Share(2) Price (3) Fee
______________________________________________________________
Common Stock, 3,000,000 $3.7500 $11,250,000 $2,970.00
$0.01 par value shares
_____________________________________________________________________________
(1) Representing shares of the Registrant's Common Stock, $0.01 par value (the
"Common Stock") to be issued and sold by the Registrant in connection with the
exercise of options granted under the Registrant's 1997 Stock Incentive Plan
(the "Plan"). This Registration Statement also covers such indeterminable
number of additional shares as may become issuable to prevent dilution in the
event of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(2) Based on the average of the high and low prices of the Registrant's Common
Stock as reported on the New York Stock Exchange on April 19, 2000.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h)(1) under the Securities Act of 1933, as amended.
Incorporation by reference of contents of Registration Statement on Form S-8
(Reg. No. 333-66377).
The contents of the Registration Statement on Form S-8 filed by the
Registrant on October 30, 1998 (Reg. No. 333-66377) relating to the Plan are
hereby incorporated by reference pursuant to General Instruction E to Form S-8.
Item 8. Exhibits.
See Exhibit Index.
<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 Mobile, Alabama on the 20th day of April, 2000.
Minolta - QMS, Inc.
By: /s/ Edward E. Lucente
Edward E. Lucente
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward E. Lucente as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary 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, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.
Signature Title Date
/s/ Edward E. Lucente April 20, 2000
Edward E. Lucente President and Director
(Principal Executive Officer)
/s/ Albert A. Butler April 20, 2000
Albert A. Butler Chief Financial Officer
and Director
William R. Bowles Director
F. Rigdon Currie Director
/s/ Michael C. Dow April 24, 2000
Michael C. Dow Director
/s/ Hiroshi Fujii April 25, 2000
Hiroshi Fujii Director
/s/ Allen A. Hans April 25, 2000
Allen A. Hans Director
Ryusho Kutani Director
/s/ Robert J. Materna April 25, 2000
Robert J. Materna Director
Yoshisuki Takekida Director
/s/ Shoei Yamana April 20, 2000
Shoei Yamana Vice President and
Director
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
5 Opinion of Hand Arendall, L.L.C. with
respect to the securities being registered.
23(a) Consent of Hand Arendall, L.L.C. (included in
Exhibit 5)
23(b) Consent of Deloitte & Touche LLP.
<PAGE>
EXHIBIT 5
HAND ARENDALL LETTERHEAD
April 25, 2000
Minolta - QMS, Inc.
One Magnum Pass
Mobile, Alabama 36618
Re: Registration Statement on Form S-8
1997 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Minolta - QMS, Inc., a Delaware corporation
formerly known as QMS, Inc. (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") of an aggregate of
3,000,000 shares (the "Shares") of common stock, $0.01 par value of the
Company, to be offered and sold by the Company pursuant to the Company's 1997
Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
This opinion is limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor pursuant to the Plan, such Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
HAND ARENDALL, L.L.C.
By: /s/ R. Preston Bolt, Jr
A Member
<PAGE>
Exhibit 23(b)
We consent to the incorporation by reference in this Registration
Statement of Minolta - QMS, Inc. (formerly QMS, Inc,) and subsidiaries on
Form S-8 of our reports dated March 2, 2000 (March 20, 2000 as to the fifth
paragraphs of Note 8 and Note 20) appearing in the Annual Report on Form 10-K
of QMS, Inc. and subsidiaries for the fiscal year ended December 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Birmingham, Alabama
April 25, 2000
<PAGE>
