Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
1950 Excel Drive
Mankato, MN 56001
(Address of Principal Executive Office and Zip Code)
Winland Electronics, Inc. 1997 Stock Option Plan
(Full Title of the Plan)
W. Kirk Hankins
Chairman and Chief Executive Officer
Winland Electronics, Inc.
1950 Excel Drive
Mankato, Minnesota 56001
(507) 625-7231
(Name, Address 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
CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
1997 Stock Option Plan
Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1997 Stock Option
Plan
300,000 shares $1.9375 $581,250 $153.45
TOTAL:
$153.45
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</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on September 1, 2000.
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<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1997 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 333-27727, are incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mankato and State of Minnesota, on the 6th day
of September, 2000.
WINLAND ELECTRONICS, INC.
(the "Registrant")
By /s/ W. Kirk Hankins
W. Kirk Hankins, Chairman and
Chief Executive 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 of the undersigned constitutes and appoints W. Kirk Hankins and
Lorin E. Krueger his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Winland Electronics, Inc. relating to the Company's
1997 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all
<PAGE>
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ W. Kirk Hankins Chairman, Chief Executive September 6, 2000
W. Kirk Hankins Officer and Director
(principal executive officer)
/s/ Lorin E. Krueger President, Chief Operating September 6, 2000
Lorin E. Krueger Officer, Secretary and Director
/s/ Kirk P. Hankins Director September 6, 2000
Kirk P. Hankins
/s/ S. Robert Dessalet Director September 6, 2000
S. Robert Dessalet
/s/ Thomas J. de Petra Director September 6, 2000
Thomas J. de Petra
/s/ David L. Ewert Director September 6, 2000
David L. Ewert
/s/ James P. Legus Director September 6, 2000
James P. Legus
/s/ Jennifer A. Thompson Vice President of Financial September 6, 2000
Jennifer A. Thompson Operations (principal
financial and accounting
officer)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WINLAND ELECTRONICS, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the 1997 Stock
Option Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent public accountants
24 Power of attorney (See Signature Page)
