As filed with the Securities & Exchange Commission on September 28, 1998
Registration No. ____________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INFINITE GRAPHICS INCORPORATED
(Exact name of issuer as specified in its charter)
Minnesota 41-0956693
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4611 EAST LAKE STREET
MINNEAPOLIS, MINNESOTA 55406
(303) 721-6283
(Address and telephone number of principal executive offices)
-------------------------
Clifford F. Stritch, Jr.
Infinite Graphics Incorporated
4611 East Lake Street
Minneapolis, Minnesota 55406
(303) 721-6283
(Name, address and telephone number of agent for service)
Copy to:
Nancy Roetman Menzel
Scott A. Hendrickson
Gray, Plant, Mooty, Mooty & Bennett, P.A.
33 South Sixth Street
3400 City Center
Minneapolis, Minnesota 55402
(612) 343-2800
-------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. [ ]
<PAGE>
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for same offering. [ ] ______________________________________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for same offering. [ ] ______________________________________________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for same offering. [ ] ______________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class
of securities to Amount to Proposed offering Proposed aggregate Amount of
be registered be registered price per unit (1) offering price (1) registration fee
- ------------------- ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 350,000 $0.72 $252,000 $74.34
Total 350,000 $0.72 $252,000 $74.34
</TABLE>
- -----------------------
(1) Estimated solely for purpose of computing the registration fee pursuant to
Rule 457 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 1998
PROSPECTUS
INFINITE GRAPHICS INCORPORATED
350,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 350,000 shares
of issued and outstanding Common Stock (the "Shares") of Infinite Graphics
Incorporated ("IGI" or the "Company"), owned by Robert J. Fink (the "Selling
Shareholder"), which may be sold from time to time by the Selling Shareholder.
The Company has been advised that the Selling Shareholder may from time
to time sell the Shares to or through brokers or dealers in one or more
transactions, in the over-the-counter market or otherwise, at market prices
prevailing at the time of sale, at prices relating to such prevailing prices, or
at negotiated prices.
The Company's Common Stock is not listed on any national securities
exchange or the Nasdaq Stock Market. The Company's Common Stock is quoted in the
over-the-counter market under the symbol INFG.
---------------
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND
SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS" AT PAGE 5.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), NOR HAVE THEY BEEN APPROVED BY THE
SECURITIES REGULATORY AUTHORITY OF ANY STATE. NEITHER THE SEC NOR
ANY REGULATORY AUTHORITY HAVE PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Since the Common Stock registered hereunder is being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), the Company cannot include herein information
about the price to the public of the Common Stock or the proceeds to the Selling
Shareholder. The Company will receive no proceeds from any sales of Common Stock
by the Selling Shareholder, and the Company is obligated to pay the expenses of
this offering, which are estimated at $10,000. The Selling Shareholder will pay
his own expenses in connection with sales of the Common Stock. The Selling
Shareholder and any brokers or dealers executing selling orders on his behalf
may be deemed "underwriters" within the meaning of the Act, in which event the
usual and customary selling commissions which may be paid to the brokers or
dealers may be deemed to be underwriting commissions under the Act. There can be
no assurance that any or all of the Shares registered hereunder will be sold.
See "PLAN OF DISTRIBUTION."
The date of this Prospectus is __________, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy or information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices
located at 500 West Madison, Suite 1400, Chicago, Illinois 60661 and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
also be obtained at prescribed rates from the Public Reference Room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Information regarding the operation of the Public Reference Room can be obtained
by calling 1-800-SEC-0330 (1-800-732-0330). Copies of such material can also be
obtained through the Web site maintained by the Commission located at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-2 under the Securities Act of 1933, as amended (the "Act"), with respect
to the securities offered hereby. This Prospectus omits certain information
included in such Registration Statement. For further information about the
Company and its securities, reference is made to such Registration Statement and
to the exhibits filed as part thereof or otherwise incorporated therein. Each
summary in this Prospectus of information included in the Registration Statement
or any exhibit thereto is qualified in its entirety by this reference to such
information or exhibit.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-13042), are incorporated by
reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended April 30, 1998.
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended July 31, 1998.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
document. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been incorporated by reference in this Prospectus but not delivered with
this Prospectus. Requests may be directed to Clifford F. Stritch, Jr., Chief
Executive Officer, Infinite Graphics Incorporated, 4611 East Lake Street,
Minneapolis, Minnesota 55406. The Company's phone number is (612) 721-6283.
2
<PAGE>
SUMMARY
The following is a summary only and should be read in light of the more
detailed financial and other information incorporated by reference into this
Prospectus. The Company's current Annual Report on Form 10-KSB and most recent
Quarterly Report on Form 10-QSB will be delivered with each Prospectus. Except
as otherwise indicated, all financial information is presented on the basis of
generally accepted accounting principles. Prospective investors are urged to
read this Prospectus, and the documents incorporated by reference herein, in
their entirety. See "Risk Factors" beginning on page 5 of this Prospectus for a
discussion of certain factors that should be considered by prospective investors
in the Shares offered hereby.
This Prospectus and all documents incorporated by reference contain
various "forward-looking statements" that reflect the Company's current views
with respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including but not
limited to those identified below, which could cause actual results to differ
materially from historical results or those anticipated whether as a result of
new information, future events or otherwise. The words "believe," "expect,"
"anticipate" and similar expressions identify forward-looking statements. The
following factors, in addition to those set forth under the heading "Risk
Factors", could cause actual results to differ materially from historical
results or those anticipated: (1) The Company's inability to maintain working
capital sufficient to accomplish its planned business growth. (2) Additional
time devoted by management to the Company's operation and management of the
software products and assets licensed and sold to Global MAINTECH Corporation
could limit management's ability to focus on the planned business development of
its services market. (3) The loss of certain suppliers of materials and
equipment used by the Company in its business could increase the costs of such
materials and equipment and could have a material adverse effect on the
Company's business, financial condition or results of operations.
THE COMPANY
Infinite Graphics Incorporated ("IGI" or the "Company") is a precision
graphics company that serves the engineering and manufacturing marketplace. The
Company provides precision digital imaging services to printed circuit, photo
chemical manufacturing, liquid crystal display, flat panel display, mapping,
graphic arts, and other market places where exact size and positioning of
graphics are desired. The Company also resells software and other precision
graphics products to offer its customers a full service approach. The Company
was incorporated in Minnesota on November 26, 1969. On September 5, 1984, the
Company became a public company as a result of a registered offering of Common
Stock.
The precision graphics services that the Company offers are composed of
four main product areas. The first is photoplotting and its associated
processes, the second is design, the third is large area fine line tooling, and
the fourth is glass products.
Historically, the photoplotting process often involved the hand
drafting of a large scale model using precision graphic instruments. The
drafting image was then photographically reduced to the desired size. Today, in
almost all cases, the Company's photoplotting business uses a laser photoplotter
to produce a precision graphic image of the customer's data or design. A
photoplotting device is a highly stable platform on which film or glass can be
placed. The motion of a light across the platform, or the motion of the platform
itself, all controlled by information stored electronically on a CAD/CAM device
produces a graphic design on the film or glass which is then provided to the
customer. The film or glass is then used by the customer to reproduce the
precision graphic image on metal, glass, or plastic material that has been
photographically sensitized. Through chemical etching, electroplating, or some
other processes, metal, glass, plastic, and other materials are then
manufactured by the customer into the desired product, often in a mass
production process. The precision graphic images produced are often that of an
electronic circuit and are generally used to produce thin copper circuits to be
assembled into electronic circuit boards or packages for integrated circuits.
However, the images may be used to manufacture lead frames for integrated
circuit chips, photo chemically etched and plated parts, scales or liquid
crystal displays (LCD) and other flat panel displays. Other precision graphic
services provided by the Company involve the production of film or glass
photographic images or the production of precision graphics on paper or on a
magnetic tape or disk. The customer may then use the tape or disk to produce its
own film or product. The Company also assembles its precision graphics with
other components to supply subassemblies.
3
<PAGE>
The Company has been involved of in the design of printed circuit
boards since 1980. The design of printed circuit boards involves the conversion
of the customer's basic design of the circuit and its various electronic
components into an exact image of that circuit for a board of preestablished
size. The Company uses its computeraided design systems to supply printed
circuit board artwork.
The Company's glass products all involve the generation of precision
graphics by the Company. These products include precision rulers and grids, and
other items produced to a customer's specifications, such as reticles (a system
of lines, dots, cross hairs, or wires in the focus of the eyepiece of an optical
instrument) and glass rings (called encoder disks) used in the assembly of high
precision machines such as CAT scanners and laser gyro directional devices. In
contrast to its precision graphic imaging services, the Company's glass products
are often mass produced by the Company for direct installation by the customer
into the customer's product.
The Company's customers are generally in the business of producing
electronic products. The precision graphic and circuit board design services of
the Company are sometimes requested because of the needed precision, or because
certain phases of the process necessary to produce the required graphics are not
within the customer's capability. However, it is more often the case that some
or all phases of such production are within the customer's capability, but that
the customer has made a business decision to engage the services of the Company.
To service its customers efficiently, the Company maintains offices in Salem,
New Hampshire and Irvine, California.
The Company's executive offices are located at 4611 East Lake Street,
Minneapolis, Minnesota 55406. The Company's phone number is (612) 721-6283.
THE OFFERING
Securities: 350,000 shares of Common Stock
Use of Proceeds: The Company will not receive any proceeds from the sale of
the Shares offered hereby
4
<PAGE>
RISK FACTORS
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE
OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISKS AND SPECULATIVE FACTORS INHERENT IN AND AFFECTING THE BUSINESS OF THE
COMPANY, AS WELL AS ALL OF THE OTHER MATTERS SET FORTH ELSEWHERE IN THE
PROSPECTUS, PRIOR TO THE PURCHASE OF ANY OF THE SHARES OFFERED HEREBY.
NEED FOR ADDITIONAL WORKING CAPITAL. On February 28, 1998, the Company
sold an exclusive license to certain of its computer software products, granted
a nonexclusive license to certain of its other computer software products, and
sold certain of the assets of its Software Services Division to Global MAINTECH
Corporation ("Global MAINTECH") for $500,000 cash and an additional potential
earn-out of $3,500,000. As of the date of this Prospectus, the Company has
received $200,000 in earn-out payments. Although the Company expects that cash
from planned operations, cash from additional debt or equity financing, or
availability under the Company's line of credit will be sufficient to finance
its operations for fiscal 1999, the Company's long-term expansion plan relies on
the Company receiving a major portion of the potential earn-out from the Global
MAINTECH transaction. There can be no assurance, however, that the $3,500,000
earn-out will be earned or, if earned, received by the Company. If the Company
does not earn or receive this earn-out payment, the Company will need to find
additional sources of capital to finance its long-term plans. There can be no
assurance that the Company will be able to receive such financing in amounts
required by the Company or on terms acceptable to the Company. The lack of such
financing could cause the Company to restrict its planned business growth and
could have a material adverse effect on the Company's financial condition,
results of operations and cash flows.
COMPETITION. The Company operates in four distinct markets:
photoplotting, design, large area fine line tooling, and glass products. Each of
these markets is highly competitive. The Company's competitors include many
companies that have substantially greater financial, technical, marketing and
other resources than the Company. Competition could result in price reductions
and increased spending on marketing, sales and product development. Any of these
events could have a material adverse effect on the Company's financial
condition, results of operations and cash flows. In addition, in order to remain
competitive in the markets in which it operates, the Company will need to invest
significant sums of money to purchase phototooling and other equipment necessary
to maintain its high levels of quality and service. There can be no assurance
that the Company will be able to secure the financing necessary to enable it to
purchase such equipment. The lack of such financing could limit the Company's
ability to purchase such equipment and thereby limit its ability compete in the
markets in which it operates.
INTELLECTUAL PROPERTY. The Company relies on a combination of
copyright, trade secret and trademark laws, and nondisclosure and other
contractual provisions to protect its proprietary rights. Notwithstanding these
safeguards, it may be possible for a competitor of the Company to imitate the
Company's products and services or develop independently competing products and
services.
FAILURE TO ACHIEVE BUSINESS PLAN. The Company's transaction with Global
MAINTECH eliminated the Company's System Software Division. The Company believes
that the elimination of the System Software Division will enable the Company to
capitalize on the business opportunities available to it in its services market.
There can be no assurance, however, that the Company will be able to capitalize
on these opportunities. In addition, during the 15 month period ending on May
31, 1999, the Company has agreed to continue to manage the day-to-day operation
of the business relating to the software products and assets licensed and sold
to Global MAINTECH. Therefore, the Company anticipates that during fiscal 1999
approximately 25% of the time spent by management of the Company will be devoted
to the continued operation and management of these assets. During this time all
software revenues generated by the Company's management of these assets will go
to Global MAINTECH, and Global MAINTECH will reimburse the Company for its
reasonable expenses incurred in connection with such management, including some
general and administrative expenses. There can be no assurance, however, that
the management of the Company will not be required to devote additional time to
the operation and management of these assets. The success of the Company in
operating and managing these assets will also effect the Company's ability to
earn the potential $3,500,000 earn-out contemplated by the Global MAINTECH
transaction. Any additional time devoted to this obligation to operate and
manage these assets will limit the ability of the Company's management to focus
on its business plan for its services market and could have a material adverse
effect on the Company's financial condition, results of operations and cash
flows.
5
<PAGE>
DEPENDENCE ON KEY PERSONNEL. The Company is highly dependent on the
technical and management skills of its key employees, including in particular
Clifford F. Stritch, Jr., the Company's founder, President and Chief Executive
Officer. The loss of Mr. Stritch's services could have a material adverse effect
on the Company's financial condition, results of operations and cash flows. The
Company is the beneficiary of four key man life insurance policies, in an
aggregate amount of $1,300,000 on Clifford F. Stritch, Jr. However, the
Company's interest in these policies is assigned to Riverside Bank and SPECTRUM
Commercial Services. The Company generally enters into written nondisclosure
agreements with its employees which restrict the use and disclosure of
proprietary information of the Company. In addition, the Company requires its
technical personnel to also enter into noncompete agreements that prohibit such
persons from competing with the Company for a period of two years after the
cessation of their employment with the Company. The Company's future success
also depends in part on its ability to identify, hire and retain additional
qualified personnel. Competition for such personnel is intense and there can be
no assurance that the Company can identify or hire additional qualified
personnel.
RELIANCE ON SUPPLIERS. The Company purchases certain materials used in
its operations from suppliers with whom the Company has no written supply
agreement. These supplies include photosensitive glass used by the Company in
its phototooling process and certain parts and equipment needed for the
Company's phototooling equipment. The Company believes that if these sources of
supply are lost that it would be able to replace these sources of supply but at
a higher cost for these materials. Therefore, although the Company has no reason
to believe that it will occur, the loss of any of these suppliers could have a
material adverse effect on the Company's financial condition, results of
operations and cash flows.
LIMITATION OF DIRECTORS' LIABILITY. The Company's Articles of
Incorporation provide, as permitted by Minnesota law, that its directors shall
have no personal liability for certain breaches of their fiduciary duties to the
Company. This provision may reduce the likelihood of derivative litigation
against directors and may discourage shareholders from bringing a lawsuit
against directors for a breach of their duty. In addition, the Minnesota
Business Corporation Act provides for mandatory indemnification of directors and
officers in certain instances. See "Indemnification."
PENNY STOCK RULES. Federal regulations under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") regulate the trading of
so-called "penny stocks" (the "Penny Stock Rules"), which are generally defined
as any security not listed on a national securities exchange or Nasdaq, priced
at less than $5.00 per share and offered by an issuer with limited net tangible
assets (total assets less intangible assets and liabilities) of $2,000,000 or
less and average revenues during the last three fiscal years of $6,000,000 or
less. If the Company's Common Stock does meets the definitions set forth in the
Penny Stock Rules and does not otherwise qualify for an exemption or exclusion
thereunder, trading of the Common Stock will be subject to the full range of the
Penny Stock Rules. Under these rules, broker-dealers must take certain steps
prior to selling a "penny stock," which steps include: (i) obtaining financial
and investment information from the investor; (ii) obtaining a written
suitability questionnaire and purchase agreement signed by the investor; and
(iii) providing the investor a written notification of the shares being offered
and in what quantity. If the Penny Stock Rules are not followed by the
broker-dealer the investor has no obligation to purchase the shares. Application
of the Penny Stock Rules to the Company's Common Stock may make it more
difficult for broker-dealers to sell the Company's Common Stock or may make
brokers or dealers unwilling to engage in transactions in the Company's Common
Stock. If this occurs, purchasers of the Shares may have difficulty in selling
their shares in the future in the secondary trading market.
CONTROL BY EXISTING MANAGEMENT. As of August 28, 1998, Clifford F.
Stritch, the Chairman of the Board, President, Chief Executive Officer and Chief
Financial Officer of the Company beneficially owns approximately 37.4% of the
Company's outstanding Common Stock. In addition, the current officers and
directors of the Company, including Mr. Stritch, beneficially own approximately
38.1% of the Company's outstanding Common Stock. Accordingly, it should be
anticipated that the current executive officers and directors of the Company
will continue to have the ability to significantly influence the outcome of
elections of the Company's directors and other matters presented to a vote of
shareholders.
SHARES ELIGIBLE FOR FUTURE SALE. Approximately 40,000 (not including
the 350,000 shares registered hereby) of the currently outstanding shares of the
Company's Common Stock are "restricted securities," as defined under the
Securities Act of 1933 ("Securities Act") and the rules and regulations
thereunder. Restricted shares and shares of the Company's Common Stock owned by
"affiliates" may be publicly sold only by complying with Rule 144 under the
Securities Act unless further registered under the Securities Act, or some other
exemption from further registration thereunder is available. Sales of
substantial amounts of these shares, or even the potential
6
<PAGE>
for such sales, could have an adverse effect on the market price for shares of
the Company's Common Stock, and could impair the ability of purchasers of the
securities covered hereby to resell them to recoup their investment or make a
profit, and the Company's ability to raise capital through the sale of its
equity securities.
RIGHTS TO ACQUIRE SHARES. As of August 28, 1998, options for the
purchase of 390,000 shares of the Company's Common Stock were outstanding at
exercise prices ranging from a low of $.28125 to a high of $.875 and a weighted
average exercise price of $.63. During the terms of the outstanding options, the
holders thereof will have the opportunity to profit from an increase in the
market price of the Company's Common Stock with resulting dilution to the
holders of Common Stock who purchased shares for a price higher than the
respective exercise price. The existence of such stock options may adversely
affect the terms on which the Company can obtain additional financing, and the
holders of such options can be expected to exercise or convert those securities
at a time when the Company, in all likelihood, would be able to obtain
additional capital by offering shares of its Common Stock on terms more
favorable to the Company than those provided by the exercise or conversion of
such options.
YEAR 2000. The Year 2000 issue focuses on whether computer systems will
properly recognize date-sensitive information in the year 2000 and beyond. Many
installed computer systems and software products are coded to accept only two
digit entries in the date code field. As the year 2000 approaches, these code
fields will need to accept four digit entries to distinguish years beginning
with "19" from those beginning with "20." This inability to recognize or
properly treat the Year 2000 may cause systems to process financial and
operational information incorrectly. As a result, in less than two years,
computer systems and/or software products used by many companies may need to be
upgraded to comply with such year 2000 requirements. The Company is dependent on
computer processing in its business activities and the year 2000 issue creates
risk for the Company from unforeseen problems in the Company's computer system
and from third parties with whom the Company does business. The failure of the
Company's computer system and/or third parties computer systems from unforeseen
problems could have a material adverse effect on the Company's ability to
conduct its business.
The Company has conducted a review of its computer systems to identify
those areas that could be affected by the Year 2000 problem and is developing an
implementation plan to resolve the issues identified. The Company has not
developed a Year 2000 contingency plan.
The Company's accounting software is not Year 2000 compliant. The
Company is evaluating vendor software packages to meet its future needs. The
Company is currently unable to estimate the acquisition cost of the hardware and
software and the related costs of conversion, training, and support. The Company
intends to finance the acquisition of this system through a multiple year lease
arrangement. The Company anticipates that the acquisition cost of the
non-recurring transition costs will be financed through the use of the Company's
available operating cash flow and advances under its line of credit.
The Company is in the preliminary stages of working with its customers
and suppliers to certify Year 2000 compliance. The Company cannot predict
whether noncompliance by customers and suppliers will have an adverse effect on
sales and operating income.
NO DIVIDENDS. No cash dividends have been paid on the Common Stock of
the Company. The Company's General Credit and Security Agreement with SPECTRUM
Commercial Services prohibits the payment of dividends. It is anticipated that
profits, if any, received from operations will be devoted to the Company's
future operations. The Company does not anticipate the payment of cash dividends
on its Common Stock in the foreseeable future, and any decision to pay dividends
will depend upon the Company's profitability at the time, cash available
therefor, and other factors.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares
offered hereby.
7
<PAGE>
SELLING SHAREHOLDER
The following table sets forth, as of September 15, 1998, the name of
the Selling Shareholder, certain beneficial ownership information with respect
to the Selling Shareholder, and the number of securities offered hereby that may
be sold from time to time by each pursuant to this Prospectus. There can be no
assurance that the securities offered hereby will be sold.
<TABLE>
<CAPTION>
- --------------- ---------------- -------------- ------------------ ---------------------
Shares of Percentage of
Common Stock Shares of Common Common Stock
Beneficially Shares of Stock Beneficially Beneficially Owned
Name of Selling Owned Before Common Stock Owned After Before Offering/After
Shareholder Offering Offered Hereby Offering Offering
- --------------- ---------------- -------------- ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
Robert J. Fink 350,000 350,000 0 13.2% 0%
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised that the Shares may be sold from time to
time by the Selling Shareholder or by pledgees, donees, transferees, or other
successors in interest. Such sales may be made in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) in privately
negotiated transactions not involving a broker or dealer. In effecting sales,
brokers or dealers engaged to sell Shares may arrange for other brokers or
dealers to participate. Brokers or dealers engaged to sell Shares will receive
compensation in the form of commissions or discounts in amounts to be negotiated
immediately prior to each sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with such
sales. The Company will receive no proceeds from any sales of Common Stock by
the Selling Shareholder, and it is anticipated that the brokers or dealers, if
any, participating in the sales of such securities will receive the usual and
customary selling commissions.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 10,000,000 shares of Common Stock.
As of September 15, 1998, there were 2,652,575 shares of Common Stock
outstanding. Holders of Common Stock are entitled to dividends when, as and if
declared by the Board of Directors out of funds available therefor, subject to
loan agreement limitations and applicable law. The Company's General Credit and
Security Agreement with SPECTRUM Commercial Services prohibits the payment of
dividends. Holders of Common Stock are entitled to cast one vote for each share
held at all shareholder meetings for all purposes, including the election of
directors. The holders of at least 25% of the voting power of the Common Stock
issued and outstanding and entitled to vote, present in person or by proxy,
constitute a quorum at all meetings of shareholders. The vote of the holders of
a majority of Common Stock present at such a meeting will decide any question
brought before such meeting, except when a greater vote is required by law, the
Company's Articles of Incorporation, or the Company's Bylaws. Upon liquidation
or dissolution, the holder of each outstanding share of Common Stock will be
entitled to share equally in the assets of the Company legally available for
distribution to such stockholder after payment of all liabilities. Holders of
Common Stock do not have any preemptive, subscription or redemption rights.
There is no cumulative voting for the election of directors. All outstanding
shares of Common Stock are fully paid and nonassessable.
8
<PAGE>
MINNESOTA BUSINESS CORPORATION ACT
The Company has opted out of the application of Section 302A.671 of the
Minnesota Business Corporation Act pursuant to an amendment to its Articles of
Incorporation, as amended, adopted by its shareholders on September 5, 1984.
Section 302A.673 of the Minnesota Business Corporation Act generally
prohibits any business combination by the Company, of any subsidiary of the
Company, with any shareholder which purchases ten percent or more of the
Company's voting shares (an "interested shareholder") within four years
following such interested shareholder's share acquisition date, unless the
business combination is approved by a committee of all of the disinterested
members of the Board of Directors of the Company before the interested
shareholder's share acquisition date.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by the
firm of Gray, Plant, Mooty, Mooty & Bennett, P.A.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-KSB for the year ended April 30,
1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
INDEMNIFICATION
The Minnesota Business Corporation Act requires the Company to
indemnify and hold harmless the officers and directors of the Company who are
made a party to any suit or proceeding or who are threatened to be made party to
any suit or proceeding. The right includes the right to be paid all expenses
incurred in defending an action in advance of its final disposition if an
officer or director (a) delivers a written affirmation that the criteria for
indemnification set forth in the Minnesota Business Corporation Act has been
satisfied, (b) is determined to be eligible for indemnification pursuant to the
Minnesota Business Corporation Act and (c) delivers to the Company a promise to
repay all amounts so advanced if it is determined in the future that the officer
or director was not entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act") may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
-----------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES TO WHICH IT
RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT
INFORMATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO ITS DATE. THE
COMPANY WILL COMPLY WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS TO
FILE AND DELIVER ANY NECESSARY SUPPLEMENT TO THIS PROSPECTUS.
9
<PAGE>
================================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or the solicitation of any offer to buy any security other than the securities
offered by this Prospectus, nor does it constitute an offer to sell or a
solicitation of any offer to buy the securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
---------------
TABLE OF CONTENTS
Page
----
Available Information.........................................................2
Incorporation of Certain Documents by
Reference..................................................................2
Summary.......................................................................3
Risk Factors..................................................................5
Use of Proceeds...............................................................7
Selling Shareholder...........................................................8
Plan of Distribution..........................................................8
Description of Securities.....................................................8
Legal Matters.................................................................8
Experts.......................................................................8
Indemnification...............................................................8
================================================================================
================================================================================
350,000 SHARES
INFINITE GRAPHICS
INCORPORATED
COMMON STOCK
---------------------
PROSPECTUS
---------------------
___________________, 1998
================================================================================
================================================================================
10
<PAGE>
PART II
INFORMATION NOT REQUIRED TO BE IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses of the Company in
connection with the sale and distribution of the Shares being registered
pursuant to this Form S-2 Registration Statement. All of the amounts shown are
estimates, except for the Securities and Exchange Commission registration fee.
All of such expenses will be paid by the Company.
Securities and Exchange Commission fee $ 74.34
Accounting fees and expenses $ 4,000
Legal fees and expenses $ 5,000
Printing, Mailing $ 500
Miscellaneous $425.66
-------
TOTAL $10,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Articles of Incorporation, as amended, limit the
liability of directors in their capacity as directors of the Company and
officers to the full extent permitted by Minnesota law. They provide that a
director will not be liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability (a) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws, (d) for any transaction from which
the director derived an improper personal benefit, or (e) for any act or
omission occurring prior to the effective date of the provision in the Company's
Articles of Incorporation, as amended. These provisions do not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. The above provisions also do not
limit liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.
The Minnesota Business Corporation Act requires the Company to
indemnify and hold harmless the officers and directors of the Company who are
made a party to any suit or proceeding or who are threatened to be made party to
any suit or proceeding. The right includes the right to be paid all expenses
incurred in defending an action in advance of its final disposition if an
officer or director (a) delivers a written affirmation that the criteria for
indemnification set forth in the Minnesota Business Corporation Act has been
satisfied, (b) is determined to be eligible for indemnification pursuant to the
Minnesota Business Corporation Act and (c) delivers to the Company a promise to
repay all amounts so advanced if it is determined in the future that the officer
or director was not entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act") may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 16. EXHIBITS
3.1 Articles of Incorporation of Infinite Graphics Incorporated (1)
3.2 Bylaws of Infinite Graphics Incorporated (1)
4 Form of Certificate for Common Stock of Infinite Graphics Incorporated
(1)
II-1
<PAGE>
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. as to the validity
of the Shares being registered hereby*
10.1 Incentive Stock Option Plan of Infinite Graphics Incorporated (5)
10.2 Lease between the Company and Infinite Properties, dated October 31,
1983, for property at 4621 East Lake Street, Minneapolis, Minnesota (1)
10.3 License agreement between the Company and Calos, Inc., dated December
21, 1984 (1)
10.4 Lease between the Company and Harold J. Brooks, dated November 15,
1989, for the property at 8 Industrial Way, Salem, New Hampshire (2)
10.5 Lease between Company and Anchor Paper, dated December 20, 1990, for
3,000 square feet of space in the Plymouth building (3)
10.6 Settlement agreement between CIT and Company dated April 7, 1992 (4)
10.7 Robert J. Fink financing agreements dated November 17, 1992 (5)
10.8 Amended lease between the Company and Infinite Properties dated
November 30, 1993 (6)
10.11 Amended lease between the Company and Anchor Paper Company dated
January 1, 1994 (6)
10.12 Extended lease between the Company and Harold J. Brooks dated January
31, 1995 (7)
10.13 Amended lease between the Company and Anchor Paper Company dated
January 1, 1996 (8)
10.14 Lease between the Company and Superior Investment Company dated
September 1, 1995 (8)
10.15 Amended lease between the Company and Anchor Paper Company dated
January 1, 1997 (9)
10.16 License and Asset Purchase Agreement dated February 27, 1998 between
the Company and Global MAINTECH Corporation (10)
10.17 General Credit and Security Agreement dated as of October 24, 1997
between the Company and SPECTRUM Commercial Services (11)
10.18 Revolving Note dated October 24, 1997 in original principal amount of
$750,000 (11)
10.19 Term Loan Agreement dated as of October 24, 1997 between the Company
and Riverside Bank (11)
10.20 Mortgage Note dated October 24, 1997 in original principal amount of
$250,000 (11)
10.21 Combination Mortgage, Security Agreement, Fixture Financing Statement
and Assignment of Rents dated as of October 24, 1997 between the
Company and Riverside Bank (11)
10.22 Guaranty of Clifford F. Stritch, Jr. to Riverside Bank with respect to
$250,000 Mortgage Loan dated October 24, 1997 (11)
10.23 Guaranty of Clifford F. Stritch, Jr. to SPECTRUM Commercial Services
dated October 24, 1997 (11)
23.1 Consent of Independent Auditors*
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in the
opinion filed as Exhibit 5.1)
- --------------------
* Filed herewith.
II-2
<PAGE>
(1) Filed with the Annual Report on Form 10K for the year ended April 30,
1989, and incorporated herein by reference.
(2) Filed with the Annual Report on Form 10-K for the year ended April 30,
1990, and incorporated herein by reference.
(3) Filed with the Annual Report on Form 10-K for the year ended April 30,
1991, and incorporated herein by reference
(4) Filed with the Annual Report on Form 10-K for the year ended April 30,
1992, and incorporated herein by reference.
(5) Filed with the Annual Report on Form 10K for the year ended April 30,
1993, and incorporated herein by reference
(6) Filed with the Annual Report on Form 10-K for the year ended April 30,
1994, and incorporated herein by reference.
(7) Filed with the Annual Report on Form 10-K for the year ended April 30,
1995, and incorporated herein by reference.
(8) Filed with the Annual Report on Form 10-K for the year ended April 30,
1996, and incorporated herein by reference.
(9) Filed with the Annual Report on Form 10-K for the year ended April 30,
1997, and incorporated herein by reference.
(10) Filed with the Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998, and incorporated herein by reference.
(11) Filed with the Annual Report on Form 10-KSB for the year ended April
30, 1998, and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) 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
statement or any material change to such information in the
registration statement;
(b) 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.
(c) 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.
(d) 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.
II-3
<PAGE>
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-2 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, on this 25th day of
September, 1998.
INFINITE GRAPHICS INCORPORATED
By /s/ Clifford F. Stritch, Jr.
-----------------------------------------
Clifford F. Stritch, Jr., President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Clifford F. Stritch, Jr. and Debbie
Mensing and each of them signing singly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
person in the capacities indicated on September 25, 1998.
/s/ Clifford F. Stritch, Jr.
- --------------------------------------------------
Clifford F. Stritch, Jr.
(President, Chief Executive Officer, Chief Financial
Officer, Chief Accounting Officer and a Director)
- --------------------------------------------------
Edwin F. Snyder
(Director)
/s/ Durwood L. Airhart
- --------------------------------------------------
Durwood L. Airhart
(Director)
/s/ Michael J. Evers
- --------------------------------------------------
Michael J. Evers
(Director)
II-4
<PAGE>
INFINITE GRAPHICS INCORPORATED
FORM S-2
INDEX TO EXHIBITS
3.1 Articles of Incorporation of Infinite Graphics Incorporated (1)
3.2 Bylaws of Infinite Graphics Incorporated (1)
4 Form of Certificate for Common Stock of Infinite Graphics Incorporated
(1)
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. as to the validity
of the Shares being registered hereby*
10.1 Incentive Stock Option Plan of Infinite Graphics Incorporated (5)
10.2 Lease between the Company and Infinite Properties, dated October 31,
1983, for property at 4621 East Lake Street, Minneapolis, Minnesota (1)
10.3 License agreement between the Company and Calos, Inc., dated December
21, 1984 (1)
10.4 Lease between the Company and Harold J. Brooks, dated November 15,
1989, for the property at 8 Industrial Way, Salem, New Hampshire (2)
10.5 Lease between Company and Anchor Paper, dated December 20, 1990, for
3,000 square feet of space in the Plymouth building (3)
10.6 Settlement agreement between CIT and Company dated April 7, 1992 (4)
10.7 Robert J. Fink financing agreements dated November 17, 1992 (5)
10.8 Amended lease between the Company and Infinite Properties dated
November 30, 1993 (6)
10.11 Amended lease between the Company and Anchor Paper Company dated
January 1, 1994 (6)
10.12 Extended lease between the Company and Harold J. Brooks dated January
31, 1995 (7)
10.13 Amended lease between the Company and Anchor Paper Company dated
January 1, 1996 (8)
10.14 Lease between the Company and Superior Investment Company dated
September 1, 1995 (8)
10.15 Amended lease between the Company and Anchor Paper Company dated
January 1, 1997 (9)
10.16 License and Asset Purchase Agreement dated February 27, 1998 between
the Company and Global MAINTECH Corporation (10)
10.17 General Credit and Security Agreement dated as of October 24, 1997
between the Company and SPECTRUM Commercial Services (11)
10.18 Revolving Note dated October 24, 1997 in original principal amount of
$750,000 (11)
10.19 Term Loan Agreement dated as of October 24, 1997 between the Company
and Riverside Bank (11)
10.20 Mortgage Note dated October 24, 1997 in original principal amount of
$250,000 (11)
10.21 Combination Mortgage, Security Agreement, Fixture Financing Statement
and Assignment of Rents dated as of October 24, 1997 between the
Company and Riverside Bank (11)
II-5
<PAGE>
10.22 Guaranty of Clifford F. Stritch, Jr. to Riverside Bank with respect to
$250,000 Mortgage Loan dated October 24, 1997 (11)
10.23 Guaranty of Clifford F. Stritch, Jr. to SPECTRUM Commercial Services
dated October 24, 1997 (11)
23.1 Consent of Independent Auditors*
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in the
opinion filed as Exhibit 5.1)
- --------------------
* Filed herewith.
(1) Filed with the Annual Report on Form 10K for the year ended April 30,
1989, and incorporated herein by reference.
(2) Filed with the Annual Report on Form 10-K for the year ended April 30,
1990, and incorporated herein by reference.
(3) Filed with the Annual Report on Form 10-K for the year ended April 30,
1991, and incorporated herein by reference
(4) Filed with the Annual Report on Form 10-K for the year ended April 30,
1992, and incorporated herein by reference.
(5) Filed with the Annual Report on Form 10K for the year ended April 30,
1993, and incorporated herein by reference
(6) Filed with the Annual Report on Form 10-K for the year ended April 30,
1994, and incorporated herein by reference.
(7) Filed with the Annual Report on Form 10-K for the year ended April 30,
1995, and incorporated herein by reference.
(8) Filed with the Annual Report on Form 10-K for the year ended April 30,
1996, and incorporated herein by reference.
(9) Filed with the Annual Report on Form 10-K for the year ended April 30,
1997, and incorporated herein by reference.
(10) Filed with the Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998, and incorporated herein by reference.
(11) Filed with the Annual Report on Form 10-KSB for the year ended April
30, 1998, and incorporated herein by reference.
II-6
[Letterhead of Gray, Plant, Mooty, Mooty & Bennett, P.A.]
EXHIBIT 5.1
SCOTT A. HENDRICKSON
612 343-3923
September 28, 1998
Infinite Graphics Incorporated
4611 East Lake Street
Minneapolis, MN 55406
RE: FORM S-2 REGISTRATION STATEMENT
Ladies/Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended, of 350,000 issued and outstanding
shares of common stock (the "Shares"), of Infinite Graphics Incorporated (the
"Company") to be sold by Robert J. Fink (the "Shares").
We have acted as counsel to the Company in connection with the
preparation of the Form S-2 Registration Statement (the "Registration
Statement"). We have examined the Articles of Incorporation, as amended, the
Bylaws of the Company, such records of proceedings of the Company as we deemed
material and such other certificates, records and documents as we considered
necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares are
legally issued, fully paid and non-assessable securities of the Company. We
understand that this opinion is to be issued in connection with the Registration
Statement. We consent to a filing of a copy of this opinion with the
Registration Statement.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Scott A. Hendrickson
------------------------------
Scott A. Hendrickson
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Infinite Graphics Incorporated on Form S-2 of our report dated July
22, 1998, appearing in the Annual Report on Form 10-KSB of Infinite Graphics
Incorporated for the year ended April 30, 1998 and to the reference to us under
heading "Experts" in the Prospectus, which is a part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 23, 1998
