<PAGE> 1
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIPRICO INC.
(Exact Name of Registrant as Specified in its Charter)
------------------
Delaware 41-1749708
------------------------- ------------------
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
2800 Campus Drive
Plymouth, Minnesota 55441
(Address of Principal Executive Office and Zip Code)
------------------
CIPRICO INC. 1996 RESTRICTED STOCK PLAN
(Full Title of the Plan)
Robert H. Kill
Ciprico Inc.
2800 Campus Drive
Plymouth, Minnesota 55441
(612) 551-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Timothy M. Heaney
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>
Common Stock
issuable upon
exercise of options
granted under the 50,000 shares $13.9375 $696,875 $240.30
1996 Plan -------
TOTAL: $240.30
===========================================================================================================
</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 December 7, 1995.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
or either (I) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form 10 or
10-SB filed under the Securities Exchange Act of 1934
containing audited financial statements for the Registrant's
latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant document referred to in
(a) above;
(c) If the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, the
description of such class of securities contained in a
registration statement filed under such Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, 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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides that a director of a
corporation (i) shall be indemnified by the corporation for expenses in defense
of any action or proceeding
- 1 -
<PAGE> 3
if the director is sued by reason of his service to the corporation, to the
extent that such person has been successful in defense of such action or
proceeding, or in defense of any claim, issue or matter raised in such
litigation, (ii) may, in actions other than actions by or in the right of the
corporation, be indemnified for expenses, judgments, fines and amounts paid in
settlement of such litigation, even if he is not successful on the merits, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation (and in a criminal proceeding,
if he did not have reasonable cause to believe his conduct was unlawful) and
(iii) may be indemnified by the corporation for expenses (but not judgments or
settlements) of any action by the corporation or of a derivative action, even
if he is not successful, provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and provided that no indemnification is permitted without court
approval if the director was adjudged liable to the corporation. The Company's
Certificate of Incorporation and Bylaws provide that the Company (i) may
indemnify its officers, employees and agents and (ii) must indemnify its
directors to the full extent permitted by law, including those circumstances in
which indemnification would otherwise be discretionary, and advance expenses to
its directors at their request provided that they undertake to repay amounts
advanced if it is ultimately determined that they are not entitled to
indemnification. The Company maintains a directors and officers liability
insurance policy and, in addition, has entered into indemnity agreements with
its directors which constitute binding agreements of the Company to indemnify
its directors and prevent the Company from modifying its indemnification
policies in a way that is adverse to the directors who are parties to such
agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A. relating to
the legality of securities under the 1996 Restricted Stock Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in their
opinion filed as Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney from certain directors.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
- 2 -
<PAGE> 4
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change
in the information set forth in the Registration
Statement;
(iii) 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 in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purposes 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
(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.
(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
- 3 -
<PAGE> 5
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 final adjudication of such issue.
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 Plymouth and State of Minnesota, on
the 14th day of December, 1995.
CIPRICO INC.
(the "Registrant")
By /s/ Robert H. Kill
---------------------------
Robert H. Kill, 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 Robert H. Kill and Cory
J. Miller 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 Ciprico Inc. relating to the Company's 1996 Restricted Stock 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
- 4 -
<PAGE> 6
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert H. Kill President, Chief Executive December 14 , 1995
- -------------------------- Officer and Director
Robert H. Kill (principal executive officer)
/s/ Cory J. Miller Vice President of Finance, December 14 , 1995
- -------------------------- Chief Financial Officer and
Cory J. Miller Secretary (principal financial
and accounting officer)
/s/ Gary L. Deaner Director December 14 , 1995
- --------------------------
Gary L. Deaner
/s/ Donald H. Soukup Director December 14 , 1995
- --------------------------
Donald H. Soukup
/s/ Ronald B. Thomas Director December 14 , 1995
- --------------------------
Ronald B. Thomas
/s/ William N. Wray Director December 14 , 1995
- --------------------
William N. Wray
</TABLE>
- 5 -
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
CIPRICO INC.
______________________________________________________
Form S-8 Registration Statement
______________________________________________________
E X H I B I T I N D E X
______________________________________________________
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- ------ --------------------------------------------------------------------
<S> <C>
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel--See Exhibit 5
23.2 Consent of independent auditors
24 Power of attorney--See Signature Page
</TABLE>
<PAGE> 1
EXHIBIT 5
December 14, 1995
Ciprico Inc.
2800 Campus Drive
Plymouth, Minnesota 55441
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Ciprico 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 50,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1996 Restricted Stock 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 Certificate of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors of the
Company pertaining to the adoption 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 Certificate of
Incorporation, as amended.
<PAGE> 2
Ciprico Inc.
December 14, 1995
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
---------------------
Timothy M. Heaney
<PAGE> 1
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Ciprico Inc.:
We consent to the use of our report incorporated herein by reference in this
Form S-8 registration statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 14, 1995
