<PAGE> 1
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. 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) 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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
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
1992 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1992 Plan
350,000 shares $11.75 $4,112,500 $1,213.19
---------
TOTAL:
$1,213.19
====================================================================================================================
</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 31, 1997.
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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 Statements on Form S-8, Reg. No.
33-47840 and Reg. No. 333-02931, 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 19th day
of December, 1997.
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 and
-1-
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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 December 19 , 1997
- ------------------------------------ Officer and Director (principal -----------------
Robert H. Kill executive officer
/s/ Cory J. Miller Vice President of Finance, December 19 , 1997
- ------------------------------------ Chief Financial Officer and -----------------
Cory J. Miller Secretary (principal financial
and accounting officer
/s/ Gary L. Deaner Director December 19 , 1997
- ------------------------------------ -----------------
Gary L. Deaner
/s/ Peyton Gannaway Director December 19 , 1997
- ------------------------------------ -----------------
Peyton Gannaway
Director December , 1997
- ----------------------------------- -----------------
Donald H. Soukup
/s/ Ronald B. Thomas Director December 19 , 1997
- ------------------------------------ -----------------
Ronald B. Thomas
Director December , 1997
- ------------------------------------ -----------------
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
Exhibit
Number Exhibit Description
- ------- -----------------------------------------------------------
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--Grant Thornton LLP
23.3 Consent of independent accountants--KPMG Peat Marwick LLP
24 Power of attorney (See Signature Page)
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EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
December 19, 1997
Ciprico Inc.
2800 Campus Drive, #60
Plymouth, Minnesota 55441
Ladies/Gentlemen:
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 350,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1992 Nonqualified 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 of the Company pertaining to the adoption of the
Plan and increases in the number of shares reserved for
issuance thereunder.
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.
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
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated October 31, 1997 accompanying the
consolidated financial statements of Ciprico Inc. and subsidiaries appearing in
the Annual Report on Form 10-KSB for the year ended September 30, 1997 which is
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
December 15, 1997
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Exhibit 23.3
Independent Auditor's Consent
The Board of Directors
Ciprico Inc.:
We hereby consent to incorporation by reference in the Registration
Statement on Form S-8 of Ciprico Inc. of our report dated November 6, 1996,
relating to the consolidated balance sheet of Ciprico Inc. and subsidiaries as
of September 30, 1996, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the years in the two-year
period ended September 30, 1996, which report appears in the September 30, 1997
Form 10-KSB of Ciprico Inc.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 15, 1997
