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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION NOVERMBER 27, 1998
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
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NORSTAN, INC.
(Exact name of registrant as specified in charter)
Minnesota 41-0835746
(State or other jurisdiction
of incorporation or organization) (I.R.S. employer
identification number)
5101 SHADY OAK ROAD
MINNETONKA, MINNESOTA 55343
(612) 352-4000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
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NORSTAN, INC. 1995 LONG-TERM INCENTIVE PLAN
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MR. KENNETH S. MACKENZIE
NORSTAN, INC.
5101 SHADY OAK ROAD
MINNETONKA, MINNESOTA 55343
(612) 352-4000
COPY TO:
PHILIP J. TILTON, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE
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common stock, par value
$.10 per share 1,200,000 $16.00 $19,200,000 $5,337.60
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act based upon a $16.00 per share
average of high and low sales prices of the Registrant's common stock on the
Nasdaq National Market on November 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(1) the contents of Registration Statement on Form S-8 No. 33-62971, filed
on September 27, 1995; and
(2) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports 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 Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 8. EXHIBITS.
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5. Opinion of Maslon Edelman Borman & Brand, LLP.
23(1) Consent of Arthur Andersen LLP.
23(2) Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
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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 Plymouth, State of Minnesota, on November 24, 1998.
NORSTAN, INC.
By: /s/ David R. Richard
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David R. Richard
Its: Chief Executive Officer
(Principal Executive Officer)
By: /s/ Kenneth S. MacKenzie
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Kenneth S. MacKenzie
Its: Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 24th day of November,
1998 by the following persons in the capacities indicated:
Signature Title
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/s/ Paul Baszucki
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Paul Baszucki Chairman of the Board and Director
/s/ Richard Cohen
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Richard Cohen Vice Chairman of the Board and Director
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/s/ David R. Richard
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David R. Richard President, Chief Executive Officer and
Director
/s/ Constance M. Levi
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Constance M. Levi Director
/s/ Gerald D. Pint
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Gerald D. Pint Director
/s/ Herbert F. Trader
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Herbert F. Trader Director
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EXHIBIT 5
November 24, 1998
Norstan, Inc.
5101 Shady Oak Road
Minnetonka, Minnesota 55343
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel for Norstan, Inc. (the "Company") in connection
with the registration under the Securities Act of 1933, as amended (the
"Securities Act") of 1,200,000 shares of the Company's common stock, no par
value (the "Common Stock") issuable under the Company's 1995 Long-Term Incentive
Plan (the "Plan") and, subject to adjustment as provided therein, under the
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission.
We have made such legal and factual examinations and inquiries, including
an examination of originals, or copies certified or otherwise identified to our
satisfaction as being true reproductions of originals, of all such corporate
records of the Company, agreements and other instruments, certificates of public
officials and officers and representatives of the Company, and such other
documents as have deemed necessary as a basis for the opinions hereafter
expressed.
Without limiting the generality of the foregoing, in our examination, we
have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, we are of the opinion that, when the shares of Common Stock have
been registered under the Securities Act, and when the Company has received the
consideration to be received for said shares in accordance with the provisions
of the Plan and said shares of Common Stock have been issued by the Company as
provided under the Plan, said shares of Common Stock will be duly authorized,
validly issued, fully paid, and nonassessable.
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We are qualified to practice law in the State of Minnesota. The opinions
set forth herein are expressly limited to the laws of the State of Minnesota and
we do not purport to be experts on, or express any opinion herein concerning any
laws other than the laws of the State of Minnesota. We express no opinion
concerning, and we assume no responsibility as to laws or judicial decisions
related to, or any orders, consents, or other authorizations or approvals as may
be required by, any federal law, including any federal securities law, or any
state securities or blue sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm therein.
Very truly yours,
/s/ Maslon Edelman Borman & Brand, LLP
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EXHIBIT 23(1)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 12, 1998
included in Norstan, Inc.'s Form 10-K for the year ended April 30, 1998 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 25, 1998
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