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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. 1994 INCENTIVE 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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 375,000 shares $19.125 $7,171,875 $2,473.00
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TOTAL: $2,473.00
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(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 1994 Incentive Stock Option Plan. The
contents of the Registrant's Registration Statement on Form S-8, Reg. No.
33-78116, 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 1994 Incentive 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
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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.
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<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
______________________________________________________
CIPRICO INC.
______________________________________________________
Form S-8 Registration Statement
______________________________________________________
E X H I B I T I N D E X
______________________________________________________
<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
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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 375,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1994 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.
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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
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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
