SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Northwest Teleproductions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0641789
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
4455 West 77th Street
Minneapolis, Minnesota 55535
(Address of Principal Executive Office and Zip Code)
Northwest Teleproductions, Inc. 1993 Stock Option Plan
(Full Title of the Plan)
Phillip A. Staden, President
Northwest Teleproductions, Inc.
4455 West 77th Street
Minneapolis, Minnesota 55435
(612) 835-4455
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
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
180,000 shares $0.25 $45,000 $12.51
-----
TOTAL: $12.51
======================== ====================== ====================== ====================== ======================
</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 bid and asked
prices of the Registrant's Common Stock on July 21, 1999.
<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1993 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 33-69036, 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 Minneapolis and State of Minnesota, on the 23rd
day of July, 1999.
NORTHWEST TELEPRODUCTIONS, INC.
(the "Registrant")
By /s/ Phillip A. Staden
Phillip A. Staden, President
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 John C. McGrath and
Phillip A. Staden 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 Northwest Teleproductions, Inc. relating to the
Company's 1993 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 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.
Signature Title Date
/s/ Phillip. A. Staden President, Chief Executive Officer, July 23, 1999
Phillip A. Staden Chief Financial Officer and Director
(principal executive officer and
principal financial and accounting officer)
/s/ John C. McGrath Chairman of the Board and Director July 23, 1999
John C. McGrath
/s/ Ronald V. Kelly Director July 23, 1999
Ronald V. Kelly
/s/ Steven Lose Director July 23, 1999
Steven Lose
/s/ Gerald W. Simonson Director July 23, 1999
Gerald W. Simonson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NORTHWEST TELEPRODUCTIONS, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
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 current independent accountants
23.2 Consent of former independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
July 23, 1999
Northwest Teleproductions, Inc.
4455 West 77th Street
Minneapolis, Minnesota 55435
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Northwest Teleproductions, 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 180,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1993 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 Articles 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 and the increase 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 Articles 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/ David C. Grorud
David C. Grorud
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of Northwest Teleproductions, Inc. on Form S-8 of our report dated
June 2, 1999, except for Note 8, as to which the date is June 28, 1999,
appearing in the Annual Report on Form 10-KSB of Northwest Teleproductions, Inc.
and subsidiaries for the year ended March 31, 1999.
/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants
Minneapolis, Minnesota
July 23, 1999
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 Registration
Statement of Northwest Teleproductions, Inc. of our report dated June 10, 1998,
except for the sale/leaseback disclosures in Notes 1, 2, and 7 and the
supplemental disclosure of noncash investing and financing activities in the
statement of cash flows, as to which the date is June 24, 1998, appearing in the
Annual Report on Form 10-KSB of Northwest Teleproductions, Inc. for year ended
March 31, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
July 23, 1999
