May 2, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: PREMIS Corporation Registration Statement on Form S-8
Dear Sir or Madam:
Enclosed for filing is a Registration Statement on Form S-8 relating to 500,000
shares of Common Stock of PREMIS Corporation which may be issued upon exercise
of options granted under the Company's 1994 Employee Incentive Stock Option Plan
and 600,000 shares which may be issued upon exercise of non-qualified options
authorized by resolutions of the Board of Directors. The Registration Statement
includes an auditors' consent and opinion of counsel, among other exhibits, and
an index to exhibits.
We have deposited funds in the amount of $1,021 for payment of the registration
fee.
This filing is being transmitted via EDGAR.
Very truly yours,
/s/F. T. Biermeier
F. T. Biermeier, President
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PREMIS Corporation
(Exact name of registrant as specified in its charter)
Minnesota 41-1424202
(State of Incorporation) (I.R.S. Employer Identification No.)
15301 Highway 55 West, Plymouth, MN 55447
(Address of Principal Executive Offices) (Zip Code)
1994 Employee Incentive Stock Option Plan
Resolutions of Board of Directors Granting Up to 600,000 Nonqualified
Stock Options
(Full title of the plans)
F. T. Biermeier, CEO
15301 Highway 55 West
Plymouth, MN 55447
Telephone: (612) 550-1999
(Name, address, and telephone number,
including area code, of agent for service)
______________________________________________________________________________
Proposed Proposed
Title of1 maximum maximum Amount of
securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
______________________________________________________________________________
Common Stock 1,100,000 shares $2.69 $2,959,000 $1,021
($.01 par value)
(1) Consists of 500,000 shares reserved for issuance under the 1994 Employee
Incentive Stock Option Plan (the "Incentive Plan") and up to 600,000 shares
which may be issued upon the exercise of nonqualified stock options granted
from time to time by the Company as authorized by Resolutions of the Board of
Directors (the "Resolutions"). To date, nonqualified options for 555,000 shares
have been granted pursuant to the Resolutions. Pursuant to Rule 416(c) under
the Securities Act of 1933, this registration statement also covers an
indeterminate number of shares which may be offered or sold pursuant as a result
of the operation of the provisions of stock option grants intended to prevent
dilution in the event of stock splits, consolidations or similar changes in
capital stock.
(2) Estimated solely for purposes of computing the registration fee. In
accordance with Rule 457(c) and (h)(1), the price used is the average of the
high and low asked prices of the Common Stock as of April 29, 1996 ($3.25 and
$2.125, respectively).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
documents containing the information specified in Part I of Form S-8 will be
distributed to persons (i) who receive option grants under the 1994 Employee
Incentive Stock Option Plan (the "Incentive Plan") or (ii) who have received or
may receive nonqualified stock options for the purchase of up to an aggregate of
600,000 shares of Common Stock of the Company as authorized by Resolutions of
the Board of Directors (the "Resolutions"). Such disclosure documents
collectively constitute a Section 10(a) prospectus and are incorporated by
reference in this Registration Statement, but are not being filed with the
Commission either as part of this Registration Statement or as a prospectus or
prospectus supplement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by PREMIS Corporation
(the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1995 (the "Annual Report"), as filed with the Commission,
containing audited financial statements for the fiscal year ended March 31,
1995.
(b) All reports and documents filed by the Company under Sections 13,
14, or 15(d) of the Securities Exchange Act of 1934 since the filing of the
Annual Report.
(c) The description of the Common Stock of the Company contained in
the Company's registration statement on Form 8-A, Commission File
No. 0-12196.
All documents subsequently filed by the Company 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 hereby 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
a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Common Stock
The Company is currently authorized to issue 5,000,000 shares of Common
Stock, $.01 par value per share. As of April 19, 1996, 2,609,144 shares of
Common Stock were issued and outstanding, all of which are fully paid and
nonassessable. Holders of the shares are entitled to one vote for each share
held. There are no preemptive, subscription, conversion or redemption rights
pertaining to the shares. Holders of the shares are entitled to receive such
dividends as may be declared by the Board of Directors out of assets legally
available therefor and to share ratably in the assets of the Company available
upon liquidation. The holders of the shares do not have the right to cumulate
their votes in the election of directors, and, accordingly, the holders of 50%
of the voting shares are able to elect all of the directors.
Item 5. Interests of Named Experts and Counsel
The financial statements incorporated in this Registration Statement by
reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1995 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The validity of the securities offered pursuant to this Registration
Statement will be passed upon by Popham, Haik, Schnobrich & Kaufman, Ltd.,
counsel to the Company.
There are no other "experts" referenced in this Registration Statement.
Neither Popham, Haik, Schnobrich & Kaufman, Ltd. nor Price Waterhouse has any
interest which is required to be disclosed herein.
Item 6. Indemnification of Directors and Officers
Under Section 302A.521, Minnesota Statutes, the Company may indemnify its
directors, officers, employees and agents against liability under certain
circumstances, including liability under the Securities Act of 1933, as amended
(the "Act").
As permitted under Minnesota Statutes, the Articles of Incorporation of the
Company provide that directors shall have no personal liability to the Company
or to its shareholders for monetary damages arising from breach of the
director's duty of care in the affairs of the Company. Minnesota Statutes do
not permit elimination of liability for breach of a director's duty of loyalty
to the Company or with respect to certain enumerated matters, including payment
of illegal dividends, acts not in good faith, and acts resulting in an improper
personal benefit to the director.
Item 7. Exemption from Registration Claimed
Not applicable since none of the shares being registered have been issued.
Item 8. Exhibits
Exhibit No. Description
4.1 1994 Employee Incentive Stock Option Plan
4.2 Certificate of Resolutions of Board of Directors and Shareholders
adopting 1994 Employee Incentive Stock Option Plan
4.3 Certificate of Resolutions of Board of Directors granting
nonqualified stock options for purchase of 555,000 shares of
Common Stock and reserving an additional 45,000 shares of Common
Stock for nonqualified options
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5)
Item 9. Undertakings
(a) Rule 415 Offering.
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;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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
bonafide 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 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
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.
(h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
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 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.
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 Minneapolis, Minnesota, on May 1, 1996.
PREMIS CORPORATION
By /s/ F. T. Biermeier
F. T. Biermeier, President
(Principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ F. T. Biermeier President, Chief Executive April 25, 1996
F. T. Biermeier Officer and Chief Financial
Officer (principal executive
officer and principal financial and
accounting officer) and Director
/s/ Mary Ann Calhoun Director April 25, 1996
Mary Ann Calhoun
/s/ Daniel Bjorkman Director April 29, 1996
Daniel Bjorkman
/s/ Jerry Schmidt Director April 26, 1996
Jerry Schmidt
INDEX TO EXHIBITS
TO FORM S-8
Exhibit Description
4.1 1994 Employee Incentive Stock Option Plan
4.3 Certificate of Resolutions of Board of Directors and
Shareholders adopting 1994 Employee Incentive Stock
Option Plan
4.3 Certificate of Resolutions of Board of Directors granting
nonqualified stock options for purchase of 555,000
shares of Common Stock and reserving an additional
45,000 shares of Common Stock for nonqualified options
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5)
(EXHIBIT 4.1)
1994 EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the Premis Corporation 1994 Employee Incentive Stock
Option Plan (the "Plan") is to provide a continuing, long-term incentive to
selected eligible officers and key employees of Premis Corporation (the
"Company") and of any Subsidiary, as herein defined; to provide a means of
rewarding outstanding performance; to enable the Company to develop and maintain
a competitive position; and to attract and retain key personnel necessary for
growth and profitability. It is intended that options granted pursuant to this
Plan shall constitute incentive stock options within the meaning of Section 422
of the Internal Revenue Code (The "Code").
2. Shares Available Under Plan. The number of shares which may be issued
pursuant to options granted under this Plan shall not exceed five hundred
thousand (500,000) shares of the Company (the "Shares"); provided, however, that
Shares which become available as a result of canceled, unexercised, lapsed or
terminated options granted under this Plan shall be available for issuance
pursuant to options subsequently granted under this plan. The Shares issued upon
exercise of options granted under the Plan may be authorized and unissued Shares
or Shares previously issued and reacquired or to be reacquired by the Company
and held in treasury.
3. Administration.
3.1 The Plan shall be administered by the Board of Directors of the Company or,
as the Board of Directors may from time to time so elect, by a Stock Option
committee (the "Committee") consisting of not less than three members appointed
by the Board of Directors. Each member of the Committee shall be a member of the
Board of Directors. Acts by the vote or written consent of a majority of the
committee shall be the valid acts of the committee.
3.2 Any interpretation, determination, or other action made or taken by the
Board of Directors shall be final. Any interpretation, determination, or other
action made or taken by the committee shall be final, unless appealed by any
member of the Committee to the full Board of Directors, whose majority vote
shall be conclusive.
3.3 No member of the Board of Directors or the Committee shall be liable for
any action or determination made by such member in good faith consistent with
the terms and conditions of the Plan.
4. Participants.
4.1 Participation in this Plan shall be limited to key personnel of the Company
or of a Subsidiary, who are full-time salaried employees of the Company or of a
Subsidiary. The term "Subsidiary" shall mean any corporation which at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" in Section 425(f) of the Code or any similar provision hereafter
enacted.
4.2 Subject to other provisions of this Plan, options may be granted to the
same participants on more than one occasion.
5. Terms and Conditions.
5.1 Each option granted under the Plan shall be evidenced by written agreement,
which shall be subject to the provisions of this Plan and to such other terms
and conditions as the company may deem appropriate.
5.2 Each option agreement shall specify the period for which the option
thereunder is granted (which in no event shall exceed ten years from the date of
the grant) and shall provide that the option shall expire at the end of such
period. If an employee at the time an option is granted owns stock possessing
ten(10) percent or more of the total combined voting power of all classes of
stock of the Company or of a Subsidiary, such option by its terms must not be
exercisable after the expiration of five(5) years from the date such option is
granted.
5.3 The option price per Share shall be determined by the Company at the time
any option is granted and shall not be less than the fair market value of the
common stock of the Company on the date the option is granted, as determined by
the Company. If an employee at the time an option is granted owns stock
possessing ten(10) percent or more of the total combined voting power of all
classes of stock of the Company or of a Subsidiary, then the option price shall
not be less than one hundred ten (110) percent of the fair market value of the
stock subject to the option.
5.4 No option granted under the Plan shall be exercisable while there is
outstanding any incentive stock option which was granted before the granting of
such option to a Plan participant to purchase stock in the Company or in any
subsidiary. For purposes of this subpart, any incentive stock option shall be
treated as outstanding until such option is exercised in full or expires by
reason of lapse of time.
5.5 The aggregate fair market value (determined as of the time the option is
granted of the stock for which any Plan participant may be granted options in
any calendar year shall not exceed $100,000 plus any unused limit carryover to
such year, as the term is defined in Section 422 of the Code.
5.6 An option shall be exercisable at such time or times, and with respect to
such minimum number of Shares, as my be determined by the Company at the time of
the grant. The option agreement may require, if so determined by the Company,
that not part of the option may be exercised until the option ad the company may
specify.
5.7 The Company may prescribe the form of a legend which shall be affixed to
the stock certificate representing Shares to be issued.
6. Exercise of Option.
6.1 Each exercise of an option granted hereunder, whether in whole or in part,
shall be by written notice thereof, delivered to the President of the Company
(or such other person as he may designate). The notice shall state the number
of Shares with respect to which the options are being exercised and shall be
accompanied by payment in full for the number of shares so designated. Shares
shall be registered in the name of the optionee unless the optionee otherwise
directs in his or her notice of election.
6.2 Payment shall be made to the Company either (I) in cash, including
check, bank draft or money order, or (ii) at the discretion of the
Company, by delivering company common stock already owned by the
participant or a combination of stock and cash. The fair market value of
stock so delivered shall be determined as of the date immediately
preceding the date of exercise
7.Adjustments of Option Stock; Reorganization; Liquidation; Stock Dividends.
7.1 If, after the grant but prior to the exercise of all or any part of an
option granted pursuant to this Plan, the company shall effect a subdivision or
combination of its common stock into a greater or smaller number of
shares, or a reclassification of the common stock into shares of another
class of securities, or by company shall be consolidated or merged with
any other corporation, then there shall be deliverable by the Company
or by the corporation surviving a merger or a consolidation, upon any
exercise of such option, in lieu of each Share and for the same price,
such shares of stock or securities as shall have been substituted for a
Share in connection with such merger. Substituted shares of stock or
securities shall be deemed Shares under Section 2 of this Plan for all
purposes of this Plan.
7.2 In the event of dissolution or liquidation of the Company, a merger or
consolidation in which the company is not the surviving entity, or the
acquisition of the Company by another corporation, the unexercised
portion of any option granted pursuant to this plan may, in the sole
discretion of the Board of Directors, be terminated., If terminated, all
rights of the optionee therein, and the Shares presented thereby, shall
terminate without any payment of consideration by the Company.
7.3 If at any time, or from time to time, after the grant but prior to the
exercise of all or any part of an option granted pursuant to this Plan,
the Board of Directors shall declare with respect to the Shares any
distribution payable in shares of stock of the Company of any class,
there shall be deliverable upon any exercise of any option thereafter, in
addition to each Share as to which such option was exercised, and for
no additional price, such additional share or shares of the stock have
been distributable as a result of the distribution in respect of a Share.
8. Assignments. Any option granted under this Plan shall be exercisable only by
the optionee to whom granted during his or her lifetime and shall not be
assignable or transferable otherwise than by will or by the laws of descent and
distribution.
9. Severance; Death. An option shall germinate, and no rights thereunder may be
exercised, if the person to who it is granted ceases to be employed by the
Company or by subsidiary, except as provided below.
9.1 If the optionee is involuntarily terminated by the Company of a
subsidiary (i.e., the optionee is "fired", : "laid-off", or "required to
resign") for any reason that does not constitute deliberate, willful or
gross misconduct as determined by the Board of Directors or the
Committee the optionee may at any time within 30 days after
termination of employment exercise his or her option rights to the
extent, if any, they were exercisable by the optionee on the date
employment terminated.
9.2 If the optionee dies while in the employ of the Company or a
Subsidiary, or within not more than 30 days after termination of his or
her employment, the optionee's option rights at the time of death may
be exercised at any time within three months following such death by
his or her personal representative or by the person or persons to whom
such rights under the option shall pass by will or by the laws of descent
and distribution. In no event, however, may any option rights be
exercised by anyone after the expiration of the term of the option.
9.3 In all instances not coming with 9.1 and 9.2 above, including without
limitation instances where the optionee voluntarily leaves the
employment of the Company or a Subsidiary (i.e., "quits") and
instances where the optionee is discharged for deliberate, willful or
gross misconduct as determined by the Board of Directors or the
Committee, then in each such instance, all rights under any option
issued pursuant to this Plan shall terminate and lapse immediately upon
termination of employment
10. Rights of Participants. Neither the participant nor the personal
representatives, heirs, or legatees of such participant shall be or have any of
the rights or privileges of a shareholder of the Company respect of any of the
Shares issuable upon the exercise of an option granted under this Plan unless
and until certificates representing such Shares shall have been issued and
delivered to the participant or to such personal representatives, heirs or
legatees.
11. Securities Registration.
11.1 In the event that the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended, or any other
applicable statute, any options or any Shares with respect to which an
option may be or shall have been granted or exercised, or to qualify for
any such options or Shares under the Securities Act of 1933, as
amended, or any other statute, then the participant shall cooperate with
the Company and take such action as is necessary to permit registration
or qualification of such options or Shares.
11.2 Absent valid and effective registration of Shares issuable upon exercise
of an option granted hereunder, each participant granted an option
under the Plan shall be deemed to have warranted and agreed that such
participant is acquiring the option, and shall acquire any Shares
issuable on exercise of an option, with the intent of holding the same
for investment purposes only and not with a view or intent to resell or
otherwise distribute such Shares. The Company may condition the
exercise of any option granted hereunder upon the completion of any
and all steps which in the Company's reasonable judgment are
necessary to be taken to claim exemption from any applicable federal
and state securities registration requirements. Such steps may include,
but shall not be limited to, the obtaining of a letter of investment intent
signed by any participant exercising an option and the placing of a
restrictive legend on the certificate for the shares obtained by exercise
of any option.
12. Amendments. The Board of Directors may amend, alter, suspend or
discontinue this Plan, provided, however, that the Board of Directors shall not,
without the written consent of the holders of the options, alter or impair
unexercised options that may have been previously granted under this Plan
except insofar as a merger or consolidation of the Company or termination of
employment of a participant or a liquidation or dissolution shall effect the
cancellation of an option.
13. Approval of Shareholders. This plan expressly is subject to approval of
holders of a majority of the outstanding shares of common stock of the
Company, and if it is not so approved on or before one year after the date of
adoption of this Plan by the Board of Directors, the Plan shall not come into
effect, and any options granted pursuant to this Plan shall be deemed canceled.
14. Conditions of Employment. The granting of an option to a participant under
this Plan shall impose no obligation on the Company to continue the
employment of any participant and shall not lessen or affect the right of the
Company to terminate the employment of the participant.
(EXHIBIT 4.3)
CERTIFICATE OF RESOLUTIONS OF
THE BOARD OF DIRECTORS
AND SHAREHOLDERS
The undersigned, the duly appointed and acting secretary of Premis
Corporation, hereby certifies that the following resolutions were adopted by the
Board of Directors and the shareholders of the Company, pertaining to the
adoption of the Company's 1994 Employee Incentive Stock Option Plan, and that
said resolutions have not been modified or rescinded and are currently in full
force and effect:
RESOLVED (by the Board of Directors), that the Company shall prepare a
1994 Employee Incentive Stock Option Plan including 500,000 shares of common
stock and present it to the shareholders for approval at the annual meeting.
* * * *
RESOLVED (by the Shareholders), that the 1994 Employee Incentive Stock
Option Plan has been approved.
Dated: April 25, 1996
/s/Mary Ann Calhoun
Mary Ann Calhoun, Secretary
CERTIFICATE OF RESOLUTIONS
OF THE BOARD OF DIRECTORS
The undersigned, the duly appointed and acting secretary of Premis
Corporation, hereby certifies that the following resolutions were adopted at
regular or special meetings of the Board of Directors of Premis Corporation and
have not been rescinded or amended and are currently in full force and effect:
* * * *
RESOLVED, that Daniel Bjorkman will receive a non-qualified stock
option totaling 250,000 shares of the Corporation's Common Stock with an option
price of $1.50 per share. The price per share is based on the fair market
value of the shares on January 5, 1996. On this date the average bid price of
the stock on the Nasdaq Bulletin Board is $1.625. This bid price has been
reduced by $.125 because the shares will come from authorized shares that have
not been registered and will have a holding period of two years. The shares
will be exercisable one third on April 1, 1996, one third on April 1, 1997 and
one third on April 1, 1998. The option will expire on April 1, 2002, or upon
termination of employment.
* * * *
RESOLVED, that F.T. Biermeier be granted non-qualified stock options to
purchase 300,000 shares of Premis Corporation at a price of $.17 per share.
The shares may be exercised in multiples of 25,000 shares per exercise, at any
time up until the full amount has been exercised or October 31, 2003 has been
reached. The total option to purchase shares shall expire on October 31, 2003.
This option shall not expire on termination of Mr. Biermeier's employment.
* * * *
RESOLVED, that Mr. Jerry Schmidt be elected a member of the Board of
Dirctors of Premis Corporation, to serve until the next Annual Meeting of the
Shareholders of Premis Corporation. As compensation for his efforts the company
will pay a stipend of $500 per meeting for meetings attended and Mr. Schmidt
will be granted a non-qualified option to purchase 5,000 shares of stock at an
option price of $1.75 per share. The entire amount may be exercised at any
time after April 1, 1996 and the option will expire on December 31, 2001.
* * * *
RESOLVED, that 45,000 shares of the authorized but unissued Common
Stock of the Company are hereby reserved for future issuance upon grant of stock
options (which shall be nonqualified options under the Internal Revenue Code) to
officers and directors of the Company, as the Board of Directors in its
discretion may determine.
Dated: April 25, 1996
/s/Mary Ann Calhoun
Mary Ann Calhoun, Secretary
(Exhibit 5)
May 1, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Form S-8 Registration of Shares Reserved Under PREMIS Corporation 1994
Employee Incentive Stock Option Plan and pursuant to Board Resolutions
for Nonqualified Options
Gentlemen:
In connection with the proposed registration of 500,000 shares of Common Stock,
$.01 par value, of PREMIS Corporation (the "Company") by the Company on Form S-8
for issuance and sale pursuant to the Company's 1994 Employee Incentive Stock
Option Plan (the "Plan") and pursuant to Resolutions of the Board of Directors
for grant of nonqualified options for up to 600,000 shares to employees and
non-employees (including directors) who render services to the Company, we have
examined the following:
1. The Articles of Incorporation of the Company, as amended to date;
2. The Bylaws of the Company, as amended to date;
3. Resolutions of the Board of Directors and shareholders of the Company
with respect to adoption and amendment of the Plan;
4. The Plan;
5. Resolutions of the Board of Directors reserving an aggregate of
600,000 shares for non-qualified options, including grant of options
for 555,000 of such shares (the "Resolutions"); and
6. The Registration Statement on Form S-8 and the exhibits thereto to be
filed with the Securities and Exchange Commission.
Based upon such examination and upon examination of such other documents
and records as we have deemed necessary, we are of the opinion that:
(a) The Company has been duly incorporated under the laws of the State of
Minnesota and is a validly organized and existing corporation.
(b) The shares of Common Stock to be offered by the Company pursuant to
the Plan and the Resolutions, when issued and paid for upon the terms and in the
manner set forth in the Plan and the Resolutions and the agreements with persons
who receive options or awards under the Plan and the Resolutions, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
POPHAM, HAIK, SCHNOBRICH & KAUFMAN, LTD.
(EXHIBIT 23.1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 26, 1995, which is included in
the Annual Report on Form 10-KSB of Premis Corporation for the fiscal year ended
March 31, 1995. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
April 29, 1996
