As filed with the Securities and Exchange Commission on February ___, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINLAND ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0992135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1950 Excel Drive
Mankato, Minnesota 56001
(507) 625-7231
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
W. KIRK HANKINS
President, Chief Executive Officer and Chief Financial Officer
Winland Electronics, Inc.
1950 Excel Drive
Mankato, Minnesota 56001
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT K. RANUM
Fredrikson & Byron, P.A.
1100 International Centre, 900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7067
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being offered 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, please check the following box. [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Amount Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
Common Stock to be offered 607,000
by Selling Shareholders Shares $2.25 $1,365,750 $470.95
</TABLE>
(1) For purposes of calculating the registration fee pursuant to Rule
457(b) under the Securities Act of 1933, such amount is based upon the
average of the high and low sales prices of registrant's Common Stock
on January 30, 1996.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
Winland Electronics, Inc.
607,000 Shares of Common Stock
This Prospectus relates to the offer and sale by certain persons
(collectively, the "Selling Shareholders") of up to 607,000 shares of Common
Stock (the "Shares"), $.01 par value, of Winland Electronics, Inc., a Minnesota
corporation (the "Company"), including 570,000 Shares issued in connection with
a private offering completed on March 13, 1995 (the "Private Placement") and
37,000 Shares issuable upon the exercise of warrants issued to the selling agent
in with the Private Placement. The Selling Shareholders may offer their Shares
from time to time through or to brokers or dealers in the over-the-counter
market at market prices prevailing at the time of sale or in one or more
negotiated transactions at prices acceptable to the Selling Shareholders. (See
"Plan of Distribution"). The Company will not receive any proceeds from sales of
Shares by the Selling Shareholders.
The Company will bear all expenses of the offering (estimated to be
$9,571), except that the Selling Shareholders will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes, as
well as any fees and disbursements of counsel and experts for the Selling
Shareholders.
The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "WLET." The closing bid price of the Company's Common Stock on
January 30, 1996, as reported by the Nasdaq SmallCap Market, was $2.25 per
share.
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING
TO THIS OFFERING SEE "RISK FACTORS" BEGINNING ON PAGE 4
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February ___, 1996.
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, 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 a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at the Commission's regional offices in New York
(75 Park Place, New York, New York 10007) and Chicago (500 West Madison, Suite
1400, Chicago, Illinois 60661). Copies of such material can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933 with respect to the securities offered
hereby. For further information with respect to the Company and such securities,
reference is made to such Registration Statement and to the exhibits thereto.
Any statement contained or incorporated by reference herein concerning the
provisions of any document is qualified in its entirety by reference to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1995.
3. The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1995.
4. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995.
5. The Company's Current Report on Form 8-K dated January 19, 1995.
6. The description of the Company's Common Stock, $.01 par value, which
is incorporated by reference from the Company's Registration Statement
on Form S-4, File No. 33-31246, filed under the Securities Act,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
The Company will provide without charge to each person, including any
beneficial owner to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to W. Kirk Hankins,
President, Winland Electronics, Inc., 1950 Excel Drive, Mankato, Minnesota
56001, telephone (507) 625-7231.
<PAGE>
THE COMPANY
Winland Electronics, Inc., a Minnesota corporation (the "Company"), is
the issuer of the Shares offered hereby. The Company's principal executive
offices are located at 1950 Excel Drive, Mankato, Minnesota 56001, and its
telephone number is (507) 625-7231. The Company designs, produces and
distributes electronic and electromechanical products. The Company provides
contract design and manufacturing services, including product design, production
engineering, purchasing production, quality control, warehousing, shipping and
repair services. In addition, the Company is a supplier of simple mechanical and
sophisticated microprocessor controlled sensors and alarms to monitor and detect
environmental hazards such as unfavorable temperatures, improper humidity, water
leakages and power failures.
RISK FACTORS
Prospective investors should carefully consider the following risk
factors.
1. Dependence on Key Customers. During fiscal year ended December 31, 1994,
73% of the Company's revenues were derived from contract design and
manufacturing services for four customers, Johnson Fishing, Inc. ("Johnson"),
Scotsman Industries, Inc. ("Scotsman"), CIC Systems, Inc. ("CIC") and American
Harvest, Inc. ("American Harvest"). Johnson, Scotsman, CIC and American Harvest
accounted for 12%, 12%, 29% and 20%, respectively, of the Company's revenues for
1994. The Company is not the exclusive contract manufacturer for Johnson,
Scotsman or American Harvest. Although the Company currently serves as the only
manufacturer for CIC, it does not have an agreement with CIC which guarantees
exclusivity to the Company. There is no assurance that the Company will continue
to be engaged to manufacture products for Johnson, Scotsman, CIC or American
Harvest. Competition from other manufacturers, decreased demand for the product
to be manufactured or other circumstances having an adverse impact upon the
business of Johnson, Scotsman or CIC may result in decreased orders from these
key customers.
2. Construction of New Building. The Company moved its operations to a
newly constructed building in February 1995. In connection with the transfer of
its operations to the new facility, the Company incurred $2,500,000 of
additional indebtedness related to the building, which has significantly
increased the Company's debt burden. The Company believes that the additional
manufacturing capacity provided by the new building will enable the Company to
increase revenues sufficiently to offset the increased debt expenses. There is,
however, no assurance that the Company will be able to increase revenues rapidly
enough and to a level sufficient to avoid any decrease in profitability. The
move to new facilities may therefore have an adverse effect on the Company's
results of operations.
3. Competition. The Company competes with numerous independent contract
design and manufacturing firms in the United States and abroad and with the
manufacturing divisions of potential customers. The Company's ability to compete
successfully in this industry depends upon the price at which the Company is
willing to manufacture a proposed product and the quality of the Company's
design and manufacturing services. In the contract design and manufacturing
industry, barriers to entry are relatively low, and the industry is highly
competitive. Competitors of the Company include established companies with
substantially greater financial and personnel resources and larger and more
experienced marketing and service organizations. Although the Company currently
has what it believes is a good relationship with its key customers, there is no
assurance that the Company will not lose these customers to competitors who are
able to offer lower prices and higher quality standards than those offered by
the Company. The Company also competes with other manufacturers of security
products, many of whom have greater financial resources and product reputations,
in the highly competitive security products industry. This industry is marked by
rapid technological change and the Company could be adversely affected by
competitors' introduction of products which are technologically superior to the
Company's products.
<PAGE>
4. Dependence on Key Personnel. The operations and success of the Company
depend upon the experience and knowledge of W. Kirk Hankins, the Company's
President and Chief Executive Officer, and Lorin E. Krueger, the Company's
Senior Vice President of Operations. The Company currently has an employment
agreement with each of Mr. Hankins and Mr. Krueger, which agreements expire on
December 31, 1997. The loss of either Mr. Hankins or Mr. Krueger would have a
material adverse effect on the Company.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
Set forth below are the names of the Selling Shareholders, their
relationships to the Company, the number of shares of Common Stock of the
Company beneficially owned by each of them as of January 31, 1996, the number of
shares offered hereby and the percentage of the outstanding Common Stock to be
owned if all the shares registered hereunder are sold by the Selling
Shareholders. The shares offered hereby shall be deemed to include shares
offered by any pledgee, donee, transferee or other successor in interest of any
of the Selling Shareholders listed below, provided that this prospectus is
amended or supplemented if required by applicable law.
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Number of Shares Number of Shares Shares Owned After
Name Beneficially Owned Offered Hereby Sale of Shares
<S> <C> <C> <C>
Patricia Avondolio 5,000 5,000 *
Mark G. Allbaugh and 15,000 15,000 *
Florence B. Allbaugh
JTWROS
Charles W. Anchors, Jr. 5,000 5,000 *
Bruce C. Barber (1) 186,993(2)(4) 156,993(2)(4) 1.1%
Charles E. Belcher and 5,000 5,000 *
Sharon L. Belcher JTWROS
Josephus Billett Jr. 5,000 5,000 *
Barry J. Booth and Suellen 5,000 5,000 *
G. Booth JTWROS
Orna Bouskila and Shimon 5,000 5,000 *
Bouskila JTWROS
Maguy F. Bronson (3) 5,000 5,000 *
Peter D. Bronson (3) 5,000 5,000 *
Steven N. Bronson (1) 408,920(4)(5) 285,920(4)(5) 5.6%
C. G. Chase Construction 5,000 5,000 *
Co.
Stuart Crampton and Susan 5,000 5,000 *
Crampton JTWROS
Ronald A. David and Dona 5,000 5,000 *
C. David, Tenants by the
Entireties
Bruce Colin Detweiler (3) 5,000 5,000 *
Paul R. Dickey (3) 10,000 10,000 *
Eric R. Elliott (1)(3) 160,687(4)(6) 154,087(4)(6) *
Diane K. Fasel (3) 5,000 5,000 *
Frank J. Fragomeni and 5,000 5,000 *
Shirlie Fragomeni JTWROS
Gail E. Giboney and Robert 5,000 5,000 *
L. Giboney JTWROS
Irwin Gruverman 5,000 5,000 *
Thomas J. Hanford 5,000 5,000 *
Reeve Hankins and JoAnne 30,000 30,000 *
Hankins JTWROS
Lawrence O. Harjehausen, 5,000 5,000 *
Trustee, Lawrence O.
Harjehausen Rev Tr dtd 7/19/89
Hayden H. Harris 5,000 5,000 *
Barry H. Hellman, TTEE, 5,000 5,000 *
Barry H. Hellman
Retirement Plan
Andrew Higgins 5,000 5,000 *
Steven L. Johns and Sandra 5,000 5,000 *
S. Johns JTWROS
Vijay Khanchandani and 5,000 5,000 *
Manjeeta Khanchandani JTWROS
Gayla Sue Levin 5,000 5,000 *
Eric P. Littman and Jayne 5,000 5,000 *
Littman JTWROS
Private Opportunity Partners, Ltd. 110,000 110,000 *
Ronald T. Rolley 5,000 5,000 *
James E. Schwartz and 5,000 5,000 *
Janice Schwartz JTWROS
Yehuda Shechter 5,000 5,000 *
Adit Shechter 5,000 5,000 *
Haguy Shecter 5,000 5,000 *
Harvey M. Soldan and Ingrid 5,000 5,000 *
E. Soldan JTWROS
Stamine N.V. 5,000 5,000 *
Jon R. Thomas 10,000 10,000 *
Michael E. Zimmerman and 5,000 5,000 *
Robyne H. Zimmerman JTWROS
</TABLE>
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<PAGE>
(1) Bruce C. Barber, Steven N. Bronson and Eric R. Elliott are affiliates of
Barber and Bronson Incorporated, the agent in the private placement of
Common Stock completed by the Company on March 13, 1995. All of the Selling
Shareholders listed above acquired their shares in connection with such
private placement. Before the sale of any of his shares pursuant to this
offering, Steven N. Bronson beneficially owned approximately 11.4% of the
Company's outstanding Common Stock and, therefore, may be deemed to be an
affiliate of the Company.
(2) Includes 6,660 shares which may be acquired by Mr. Barber upon exercise of
a warrant.
(3) Person holds some or all of the shares in an Individual Retirement Account
through Kemper Clearing Corp.
(4) Includes 110,000 shares owned of record by Private Opportunity Partners,
Ltd., the general partner of which is B & B Management, Inc., of which
Messrs. Barber, Bronson and Elliot are principals; with respect to such
shares, Messrs. Barber, Bronson and Elliot disclaim beneficial ownership.
(5) Includes 28,212 shares which may be acquired by Mr. Bronson upon exercise
of a warrant.
(6) Includes 2,128 shares which may be acquired by Mr. Elliott upon exercise of
a warrant.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that all or a portion of
the Shares offered by the Selling Shareholders hereby may be sold from time to
time by the Selling Shareholders or, after amendment or supplement of this
prospectus, if required by law, 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 means: (a) ordinary brokerage or market making
transactions and transactions in which the broker or dealer solicits purchasers;
(b) block trades in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; and (c) purchases by a broker or dealer
as principal and resales by such broker or dealer for its account pursuant to
this Prospectus. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the 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 in connection with such
sales. In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering are as follows:
Securities and Exchange Commission
Filing Fee...................................................$ 471
Printing and Engraving Fees and Expenses...........................500*
Legal Fees and Expenses..........................................7,500*
Accounting Fees and Expenses.....................................1,000*
Miscellaneous................................................... 500*
Total Expenses.................................................$ 9,971*
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person who was or is threatened to be
made a party to any proceeding by reason of the former or present official
capacity of such person, against judgments, penalties and fines, including,
without limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection with the
proceeding, if, with respect to the acts or omissions of such person complained
of in the proceeding, such person has not been indemnified by another
organization or employee benefit plan for the same expenses with respect to the
same acts or omissions, acted in good faith, received no improper personal
benefit and Section 302A.255 (which pertains to director conflicts of interest),
if applicable, has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by person in their official capacity for the corporation, reasonably
believed that the conduct was in the best interests of the corporation, or in
the case of acts or omissions by persons in their capacity for other
organizations, reasonably believed that the conduct was not opposed to the best
interests of the corporation.
Section 302A.251 permits Minnesota corporations to amend their Articles
of Incorporation to limit or eliminate personal liability of directors to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty; however, Section 302A.251 forbids any limitation or elimination of
director liability for (i) a breach of the director's duty of loyalty, (ii) acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) corporate distributions which are either illegal
or in contravention of restrictions in the Articles, Bylaws or any agreement to
which the corporation is a party,
II-1
<PAGE>
(iv) violations of Minnesota securities laws, (v) any transaction from which the
director derived an improper personal benefit, or (vi) any act or omission
occurring prior to the effective date of the provision in the corporation's
Articles eliminating or limiting liability.
Item 16. Exhibits.
Exhibit No. Document
4.1 Restated Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 to the Company's Form 10-KSB for the year
ended December 31, 1994).
4.2 Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4, File Number 33-31246).
5 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Ahern Montag & Vogler, Ltd.
23.2 Consent of Fredrikson & Byron, P.A. - included in their opinion filed
as Exhibit 5.
24 Power of attorney from certain directors and officers - see
"Signatures" on page II-4.
Item 17. 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:
(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; 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 Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
II-2
<PAGE>
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each 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.
(b) 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement 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) 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 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
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mankato, State of Minnesota, on the 5th day of
February, 1996.
WINLAND ELECTRONICS, INC.
By /s/ W. Kirk Hankins
W. Kirk Hankins
President, Chief Executive Officer and
Chief Financial Officer
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 person whose signature appears below constitutes and appoints W.
Kirk Hankins and Lorin E. Krueger his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Registration Statement on Form S-3 of Winland
Electronics, Inc. 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 and for all intent and
purposes as he 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 thereof.
Signature Title Date
/s/ W. Kirk Hankins President, Chief Executive February 5, 1996
W. Kirk Hankins Officer, Chief Financial Officer
and Director (Principal Executive
Officer and Principal Financial
and Accounting Officer)
/s/ Lorin E. Krueger Senior Vice President of February 5, 1996
Lorin E. Krueger Operations and Director
/s/ Swen Farland Director February 5, 1996
Swen Farland
/s/ S. Robert Dessalet Director February 5, 1996
S. Robert Dessalet
/s/ Kirk P. Hankins Vice President of Marketing February 5, 1996
Kirk P. Hankins and Director
/s/ Thomas J. dePetra Director February 5, 1996
Thomas J. dePetra
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
Form S-3 Registration Statement
Winland Electronics, Inc.
(Exact name of Registrant as specified in its charter)
INDEX
Exhibit
4.1 The Registrant's Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3.1 to the Company's
Form 10-KSB for the year ended December 31, 1994)
4.2 The Registrant's Bylaws (Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4, File Number 33-31246)
5 Opinion and consent of Fredrikson & Byron, P.A.
23.1 Consent of Ahern Montag & Vogler, Ltd.
23.2 Consent of Fredrikson & Byron, P.A. (See Exhibit 5)
24 Power of attorney from directors (Included in signature
page of this Registration Statement)
- ---------------
* Incorporated by reference.
II-5
EXHIBIT 5
February 5, 1996
Winland Electronics, Inc.
1950 Excel Drive
Mankato, MN 56001
Re: EXHIBIT 5 to Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Winland Electronics, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act") of 607,000 shares of the
Company's Common Stock (the "Shares") which may be offered for sale by certain
shareholders (the "Selling Shareholders").
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 Restated Articles of Incorporation, as amended.
2. The Company's Restated Bylaws.
3. Certain corporate resolutions of the Company's Board of Directors
pertaining to the issuance by the Company of the Shares.
4. 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.
2. Of the 607,000 Shares to be sold by the Selling Shareholders, 570,000
Shares are validly issued and outstanding, fully paid and nonassessable. The
remaining 37,000 Shares, when issued in accordance with the terms of outstanding
warrants, will be validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Robert K. Ranum
Robert K. Ranum
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: 612-347-7067
Fax: 612-347-7077
EXHIBIT 23.1
We hereby consent to the incorporation by reference in this Form S-3
Registration Statement of our report dated February 10, 1995 on the financial
statements of Winland Electronics, Inc. (the "Registrant"), which report
appears, or is incorporated by reference, in the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1994.
/s/ Ahern Montag & Vogler, Ltd.
AHERN MONTAG & VOGLER, LTD.
Mankato, Minnesota
January 30, 1996
