AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1996.
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENTURIAN CORP.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA
(State or Other Jurisdiction of Incorporation or Organization)
41-1460782
(I.R.S. Employer Identification No.)
1600 SECOND STREET SOUTH, HOPKINS, MN 55343
(Address of Principal Executive Offices) (Zip Code)
VENTURIAN CORP.
1995 STOCK OPTION PLAN,
AS AMENDED BY AMENDMENT NO. 1
(Full Title of the Plan)
GARY B. RAPPAPORT, CHAIRMAN, CHIEF EXECUTIVE OFFICER, VENTURIAN CORP.,
1600 SECOND STREET SOUTH, HOPKINS, MN 55343
(Name and Address of Agent for Service)
(612) 931-2500
Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
$1.00 par value 250,000 8.9475 $2,236,875 $771.40
(1) Pursuant to Rule 416, this Registration Statement also includes an
indeterminate number of additional shares as may be issuable as a result of
anti-dilution provisions described herein.
(2) For purposes of calculating the Registration Fee and based upon the
exercise price of outstanding options and the average of the bid and asked
price of the Registrant's common stock on July 26, 1996 pursuant to Rule
457(h) and (c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated herein by reference and all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered pursuant to this Registration
Statement have been sold or which deregisters all shares of Common Stock 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 such
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995; and
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of up-dating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
Leonard, Street and Deinard Professional Association ("LS&D") is
rendering its opinion upon the validity of the securities being registered
herein. Morris M. Sherman, a shareholder of LS&D, is a director of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Statutes requires the Company to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including reasonable expenses,
if such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit and a statutory procedure has been followed in the
case of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; (5) in
the case of acts or omissions occurring in the person's performance in the
official capacity of director, or for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or, in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent or another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interest of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, by a designated
committee of the Board, by special legal counsel, by the shareholders, or by a
court.
As permitted by the Minnesota Business Corporation Act, the Articles of
Incorporation of the Company eliminate the liability of the directors of the
Company for monetary damages arising from any breach of fiduciary duties as a
member of the Company's Board of Directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.251, Subd. 4).
The Company has a liability policy providing indemnification to
officers and directors.
For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 hereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form 10,
filed on May 8, 1984 pursuant to the Securities Act of 1934).
4.2 Articles of Amendment of Articles of Incorporation of the Company,
dated June 10, 1987.
4.3 Articles of Amendment of Articles of Incorporation of the Company,
dated August 4, 1987.
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 10, filed May 8, 1984
pursuant to the Securities Act of 1934).
5.1 Opinion of Leonard, Street and Deinard Professional Association
regarding the legality of the securities being registered.
23.1 Consent of Leonard, Street and Deinard Professional Association
(included in Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included on signature page of this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) 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 to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii) Include any additional or changed material information on
the plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a 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
Exchange Act 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 bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby agrees that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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 the City of Hopkins, State of Minnesota on this 29th day of July,
1996.
VENTURIAN CORP.
By /S/ Gary B. Rappaport
-------------------------------
Gary B. Rappaport,
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary B. Rappaport his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent, 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 attorney-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
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 date indicated.
Signature Title Date
/S/ Gary B. Rappaport Chairman of the Board July 29, 1996
Gary B. Rappaport and Chief Executive Officer
(Principal Executive Officer)
/S/ Thomas E. Desmond President and Chief July 29, 1996
Thomas E. Desmond Operating Officer
/S/ Mary F. Jensen Chief Financial Officer, July 29, 1996
Mary F. Jensen Controller and Treasurer
(Principal Financial Officer)
/S/ Morris M. Sherman Director July 29, 1996
Morris M. Sherman
/S/ Charles B. Langevin Director July 29, 1996
Charles B. Langevin
/S/ Richard McNamara Director July 29, 1996
Richard McNamara
/S/ Stuart Utgaard Director July 29, 1996
Stuart Utgaard
/S/ Debra Rappaport Director July 29, 1996
Debra Rappaport
EXHIBIT INDEX TO FORM S-8
Page Number or
Exhibit Incorporation by
Number Description Reference to
4.1 Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the
Registrant's Registration
Statement on Form 10, filed
on May 8, 1984 pursuant to
the Securities act of 1934)
4.2 Amendment to Articles of
Incorporation,
dated June 10, 1987
4.3 Amendment to Articles of
Incorporation,
dated August 4, 1987
4.4 Bylaws (incorporated by reference
to Exhibit 3.2 of the
Registrant's Registration
Statement on Form 10, filed
on May 8, 1984 pursuant to
the Securities Act of 1934)
5.1 Opinion of Leonard, Street
and Deinard Professional
Association regarding the
legality of the securities
being registered.
23.1 Consent of Leonard, Street (included in Exhibit 5.1)
and Deinard Professional
Association
23.2 Consent of Grant Thornton LLP
24.1 Power of Attorney (included on signature page)
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NAPCO INTERNATIONAL INC.
The undersigned, Gregory C. Anderson, Secretary of Napco International
Inc., a Minnesota corporation, does hereby certify that the Amendment to the
Articles of Incorporation of Napco International Inc. contained in the following
resolution was adopted on June 10, 1987 at a meeting of the shareholders of
Napco International Inc.:
RESOLVED, that Article I of the Articles of Incorporation of Napco
International Inc. is hereby amended to read, in its entirety, as
follows:
ARTICLE I
The name of this corporation is Venturian Corp.
RESOLVED, FURTHER, that the secretary of the corporation be, and he
hereby is, authorized and directed to execute and cause to be filed and
recorded such documents and to take such further actions as may be
necessary to carry out the foregoing resolution.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
tenth day of June, 1987.
/s/ Gregory C. Anderson
Gregory C. Anderson
SUBSCRIBED AND SWORN TO
BEFORE ME this tenth day of June, 1987.
/s/ Maizie C. Engen
NOTARY PUBLIC
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
VENTURIAN CORP.
The undersigned, Gregory C. Anderson, Secretary of Venturian Corp., a
Minnesota corporation, does hereby certify that the amendment to the Articles of
Incorporation of Venturian Corp. contained in the following resolution was
adopted on June 10, 1987 at a meeting of the shareholders of Venturian Corp.:
RESOLVED, that the Articles of Incorporation of Venturian Corp. is
hereby amended by adding thereto the following Article XI:
A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director. The foregoing
shall not be deemed to eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section
302A.559 or 80A.23 of Minnesota Statutes, (iv) for any
transaction from which the director derived any improper
personal benefit, or (v) for any act or omission occurring
prior to the effective date of this Article XI. Any repeal or
modification of this paragraph by the shareholders of the
corporation shall not adversely affect any right or protection
of a director of the corporation existing at the time of such
repeal or modification.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 1987.
/s/ Gregory C. Anderson
Gregory C. Anderson
SUBSCRIBED AND SWORN TO
BEFORE ME this 4th day of August, 1987.
/s/ Karen S. Karch
Notary public
[LEONARD, STREET AND DEINARD LETTERHEAD]
July 29, 1996
(612) 335-1517
Venturian Corp.
1600 Second Street South
Hopkins, MN 55343
Re: Venturian Corp.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Venturian Corp., a Minnesota corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the registration by the Company of an aggregate of 250,000 shares of its
Common Stock, par value $1.00 per share (the "Shares"), for its 1995 Stock
Option Plan, as amended by Amendment No. 1.
As such counsel, we have examined copies of the articles of
incorporation and bylaws of the Company, each as amended to date; minutes of
various meetings of the Board of Directors of the Company; and the original or
copies of all such records of the Company and all such agreements, certificates
of public officials, certificates of officers and representatives of the Company
and others; and such other documents, papers, statutes, and authorities as we
have deemed necessary to form the basis of the opinion hereinafter expressed. In
such examinations, we have assumed the genuineness of signatures, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies thereof. As to various
questions of fact material to such opinion, we have relied upon certificates of
officers and representatives of the Company and others.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that (i) the Shares have
been duly authorized, and (ii) when issued, delivered and paid for in accordance
with the applicable plan referred to in the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State
of Minnesota and the federal laws of the United States of America, and we assume
no responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
LEONARD, STREET AND DEINARD
By /S/ Mark S. Weitz
Mark S. Weitz
We have issued our reports dated March 1, 1996, accompanying the
consolidated financial statements and schedules of Venturian Corp. contained in
the Registration Statement and Prospectus. We consent to the use of the
aforementioned reports in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts".
/s/ Grant Thornton LLP
Minneapolis, Minnesota
July 22, 1996
