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REGISTRATION NO. 333-_________
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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)
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CIPRICO INC. 1992 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Robert H. Kill
President and Chief Executive Officer
Ciprico Inc.
2800 Campus Drive
Plymouth, Minnesota 55441
(612) 473-6262
(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
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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 Plan Indefinite $0.00 $0.00 $0.00
Common Stock
issuable upon
exercise of options
granted under the
Plan 159,000 shares $19.125 $2,868,750 $989.00
-------
TOTAL: $989.00
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</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 April 23, 1996.
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The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1992 Nonqualified Stock Option Plan.
The contents of the Registrant's Registration Statement on Form S-8, Reg. No.
33-47840, are incorporated herein 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 Plymouth and State of Minnesota, on
the 26th day of April , 1996.
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 1992
Nonqualified 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
-1-
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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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert H. Kill President, Chief Executive April 26, 1996
- -------------------- Officer and Director (principal
Robert H. Kill executive officer)
/s/ Cory J. Miller Vice President of Finance, April 26, 1996
- -------------------- Chief Financial Officer and
Cory J. Miller Secretary (principal financial
and accounting officer)
/s/ Gary L. Deaner Director April 26, 1996
- --------------------
Gary L. Deaner
/s/ Peyton Gannaway Director April 26, 1996
- --------------------
Peyton Gannaway
/s/ Donald H. Soukup Director April 26, 1996
- --------------------
Donald H. Soukup
/s/ Ronald B. Thomas Director April 26, 1996
- --------------------
Ronald B. Thomas
/s/ William N. Wray Director April 26, 1996
- --------------------
William N. Wray
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CIPRICO INC.
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Form S-8 Registration Statement
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E X H I B I T I N D E X
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<TABLE>
<CAPTION>
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 accountants
24 Power of attorney
</TABLE>
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EXHIBIT 5
April 26, 1996
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 150,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1992 Incentive 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 Certificate 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 Certificate 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.
<PAGE> 2
Ciprico Inc.
April 26, 1996
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/ Timothy M. Heaney
-----------------------------
Timothy M. Heaney
900 Second Avenue South
Minneapolis, Minnesota 55402
Phone: (612) 347-7019
Fax: (612) 347-7077
<PAGE> 1
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Ciprico Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Ciprico Inc. of our report dated November 3, 1995, relating to the
consolidated balance sheets of Ciprico Inc. and subsidiaries as of September
30, 1995 and 1994, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended September 30, 1995, which report is incorporated by reference in
the September 30, 1995 annual report on Form 10-KSB of Ciprico Inc.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 26, 1996
