<PAGE>
Registration No. 333-
As filed with the Securities and Exchange Commission on March 27, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BI INCORPORATED
(Exact name of registrant as specified in its charter)
COLORADO 84-0769926
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
6400 LOOKOUT ROAD
BOULDER, COLORADO 80301
(Address, including zip code of Principal Executive Offices)
BI INCORPORATED 1996 STOCK OPTION PLAN
(Full Title of the Plans)
DAVID J. HUNTER, PRESIDENT
BI INCORPORATED
6400 LOOKOUT ROAD
BOULDER, COLORADO 80301
(303) 530-2911
(Name, address and telephone number,
including area code, of agent for service)
________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of each class of maximum maximum registration
securities to be Amount to be offering price per aggregate offering fee
registered registered share(1) price
<S> <C> <C> <C> <C>
Common Stock, no
par value per share 1,000,000 shares $7.625 $7,625,000 $2,311
======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on March 24, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) the Registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering 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 (such documents, and the documents enumerated above, being
hereinafter referred to as the "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed Incorporated Document
or in any prospectus or prospectus supplement modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide that the Board of Directors has the
authority to indemnify any director or officer for expenses incurred in any
threatened, pending or completed action, suit or investigation consistent with
the laws of the State of Colorado.
Section 7-3-101.5 of the Colorado Corporation Code provides that a
corporation may indemnify directors, officers, employees, fiduciaries or agents
in connection with any action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in the best interest of the
corporation. However, no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless the court determines that such person is entitled to indemnification.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 BI Incorporated 1996 Stock Option Plan (incorporated by reference
from the Registrant's Proxy Statement for the Annual Meeting of
Shareholders held November 7, 1996).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the
legality of the Common Stock being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in
the opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to 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.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
c. 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.
d. 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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
e. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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<PAGE>
f. 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.
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<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 Boulder, State of Colorado, on March 26, 1997.
BI INCORPORATED
By: /S/ David J. Hunter
------------------------------
David J. Hunter,
President
POWER OF ATTORNEY
The undersigned directors and/or officers of the Registrant, by virtue of
their signatures to this Registration Statement appearing below, hereby
constitute and appoint David J. Hunter or Jacqueline A. Chamberlin, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do 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 AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ David J. Hunter Principal Executive Officer March 26, 1997
- ------------------------------- and Director
David J. Hunter
/S/ Jacqueline A. Chamberlin Principal Financial Officer March 26, 1997
- ------------------------------- and Principal Accounting Officer
Jacqueline A. Chamberlin
/S/ Jeremy N. Kendall Chairman March 26, 1997
- -------------------------------
Jeremy N. Kendall
/S/ William E. Coleman Vice Chairman March 26, 1997
- -------------------------------
William E. Coleman
/S/ Mckinley C. Edwards, Jr. Director March 26, 1997
- -------------------------------
Mckinley C. Edwards, Jr.
/S/ Beverly J. Haddon Director March 26, 1997
- -------------------------------
Beverly J. Haddon
/S/ Perry M. Johnson Director March 26, 1997
- -------------------------------
Perry M. Johnson
/S/ Frank L. Randall, Jr. Director March 26, 1997
- -------------------------------
Frank L. Randall, Jr.
/S/ Byam K. Stevens, Jr. Director March 26, 1997
- -------------------------------
Byam K. Stevens, Jr.
</TABLE>
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<PAGE>
Exhibit 5.1
March 26, 1997
BI Incorporated
6400 Lookout Road
Boulder, Colorado 80301
Ladies and Gentlemen:
We are counsel to BI Incorporated, a Colorado corporation (the "Company"), and
in such capacity have examined the Company's Registration Statement on Form S-8
(the "Registration Statement"), being filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of the offering of a maximum of 1,000,000 shares (the "Shares") of
the Company's Common Stock, to be issued pursuant to the Company's Stock Option
Plan (the "Plan"). We are familiar with the proceedings undertaken by the
Company in connection with the authorization, reservation and registration of
the Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated by
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By:/s/ Mark J. Sather
-------------------------------
Mark J. Sather, Vice President
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated August 9, 1996, which appears on page F-1 of the BI
Incorporated Annual Report on Form 10-K for the year ended June 30, 1996.
PRICE WATERHOUSE LLP
Boulder, Colorado
March 26, 1997
