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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORSTAN, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-0835746
(IRS Employer Identification No.)
5101 SHADY OAK ROAD
MINNETONKA, MN 55343
(Address of principal executive offices)
2000 EMPLOYEE STOCK PURCHASE PLAN OF NORSTAN, INC.
(Full title of Plan)
RICHARD COHEN
NORSTAN, INC.
5101 SHADY OAK ROAD
MINNETONKA, MN 55343
(Name and address of agent for service)
(612) 352-4000
(Telephone Number, Including Area Code, of Agent for Service
Copies to:
PHILIP J. TILTON
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM AMOUNT PROPOSED MAXIMUM AMOUNT OF AGGREGATE REGISTRATION FEE
REGISTERED TO BE REGISTERED (1) OFFERING PRICE PER OFFERING PRICE(1)
SHARE(1)
- ------------------------------ -------------------------- ------------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
common stock ($0.10 per 400,000 shares $7.25 $2,900,000 $765.60
value per share)
============================== ========================== ========================= ===================== =====================
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on NASDAQ on March 10, 2000
</TABLE>
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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 ("SEC") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K for the year ended April 30,
1999 filed with the SEC on July 28, 1999;
(2) the Registrant's Schedule 14A, Notice of the 1999 Annual Meeting of
Shareholders and Proxy Statement filed with the SEC on August 19, 1999;
(3) the Registrant's Quarterly Report on Form 10-Q for the three months ended
July 31, 1999 filed with the SEC on September 14, 1999;
(4) the Registrant's Quarterly Report on Form 10-Q for the three months ended
October 30, 1999 filed with the SEC on December 14, 1999; and
(5) the description of the Registrant's common stock contained in its
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 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 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 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceedings, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of
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the corporation, or in the case of acts or omissions by persons in their
capacity for other organizations, reasonably believed that the conduct was not
opposed to the best interests of the corporation.
ITEM 8. EXHIBITS.
4(a). Restated Articles of Incorporation of the Company as Amended
(incorporated herein by reference as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the year ended April 30,
1996);
4(b). Bylaws of the Company (incorporated herein by reference as Exhibit
3(b) to the Registrant's Annual Report on Form 10-K for the year
ended April 30, 1998);
5. Opinion of Maslon Edelman Borman & Brand, LLP;
23(a). Consent of Arthur Andersen LLP;
23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit
5); and
24(a). Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
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;
(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, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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(iii) To include any material information with respect to the plan
of distribution no previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose 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.
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 15(d) of the Security
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 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.
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 liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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 the final adjudication of such issue.
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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 Minneapolis, State of Minnesota, as of March 9, 2000.
NORSTAN, INC.
By: /s/ Richard Cohen
---------------------------
Richard Cohen
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Norstan, Inc. hereby
severally constitute Paul Baszucki and Richard Cohen and each of them singly,
our true and lawful attorneys with full power to them, and each of them singly,
to sign for us and in our names, in the capacities indicated below the
registration statement filed herewith and any amendments to said registration
statement, and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Norstan, Inc. to comply with the
provisions of the Securities Act of 1933 as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below as of March 9, 2000 by the
following persons in the capacities and as of the date indicated.
NAME TITLE
/s/ Paul Baszucki Chief Executive Officer and Chairman of
- ----------------------- the Board of Directors (Principal Executive
Paul Baszucki Officer)
/s/ Richard Cohen Chief Financial Officer (Principal Financial
- ----------------------- Officer)
Richard Cohen
/s/ Gerald D. Pint Director
- -----------------------
Gerald D. Pint
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/s/ Jagdish N. Sheth Director
- -----------------------
Jagdish N. Sheth
Director
- -----------------------
Constance M. Levi
Director
- -----------------------
Herbert F. Trader
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EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
5. Opinion of Maslon Edelman Borman & Brand, LLP
23(a). Consent of Arthur Andersen LLP.
23(b). Consent of Maslon Edelman Borman & Brand,
LLP (contained in Exhibit 5)
24. Power of Attorney (included on signature page)
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EXHIBIT 5
March 9, 2000
Norstan, Inc.
5101 Shady Oak Road
Minnetonka, MN 55343
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION
STATEMENT")
Gentlemen:
We have acted as counsel for Norstan, Inc., a corporation organized under
the laws of the State of Minnesota (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities Act")
of 400,000 shares of the Company's common stock, $.10 par value (the "common
stock"), issuable under the Company's 2000 Employee Stock Purchase 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
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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.
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(a)
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 8, 1999 included in Norstan, Inc.'s Form 10-K for the year ended April
30, 1999 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota,
March 13, 2000
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