<PAGE>
As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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Global MAINTECH Corporation
(Exact name of registrant as specified in its charter)
Minnesota 41-1523657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7578 Market Place Drive
Eden Prairie, MN 55344
(Address of principal executive offices) (Zip Code)
Global MAINTECH Corporation 1999 Stock Option Plan
(Full title of the plan)
Trent Wong
Global MAINTECH Corporation
7578 Market Place Drive
Eden Prairie, MN 55344
(Name and address of agent for service)
(612) 944-0400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum offering maximum aggregate Amount of
being registered to be registered(1) price per share (2) offering price (2) registration fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(no par value) 1,200,000 shares $2.2812 $2,737,440 $722.68
------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. This registration
statement shall also cover any additional shares of common stock which shall
become issuable under the 1999 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of the registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the Global MAINTECH Corporation common stock, as reported on the Over
the Counter Bulletin Board on May 30, 2000.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Global MAINTECH
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999, as filed April 24, 2000, SEC File No. 0-14692;
(b) the Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 2000, as filed May 16, 2000, SEC File No. 0-14692;
(c) the description of the Company's Common Stock, no par value per
share, contained in the Company's Registration Statement on Form 8-A filed on
July 5, 1990, SEC File No. 0-14692, and any amendment or report filed for the
purpose of updating such description filed prior to the termination of the
offering described herein.
All documents the Company has filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Minnesota statutes, the Company's Bylaws and an officers' and
directors' liability insurance policy maintained by the Company may limit the
liability of the Company's officers and directors. Section 302A.521, subd. 2, 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, 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 if
such person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties or fines; (2) acted in good
faith; (3) received no improper personal benefit, and 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; and (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, board committee member or
employee, reasonably believed that the conduct was in the best interests of the
Company, or, in the case of performance by a director, officer or employee of
the Company involving service as a director, officer, partner, trustee, employee
or agent of another organization or employee benefit plan, reasonably believed
that the conduct was not opposed to the best interests 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 of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of
<PAGE>
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
The Bylaws of the Company provide that the officers and directors of
the Company and certain others shall be indemnified to substantially the same
extent permitted by Minnesota law. The Company maintains a standard policy of
officers' and directors' liability insurance.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
4.1 Third Restated Articles of Incorporation of the Company,
including amendment to effect a reverse split in the capital
stock of the Company, filed on November 10, 1999 (incorporated
herein by reference to the Registrant's Form SB-2, SEC File
No. 333-31736).
4.2 Certificate of Designation of Series D Convertible Preferred
Stock, as corrected, filed on December 8, 1999 (incorporated
herein by reference to the Registrant's Form SB-2, SEC File
No. 333-31736).
4.3 Certificate of Designation of Series E Convertible Preferred
Stock, filed on December 29, 1999 (incorporated herein by
reference to the Registrant's Form SB-2, SEC File No.
333-31736).
4.4 Certificate of Designation of Series F Convertible Preferred
Stock, as corrected, filed on April 21, 2000 (incorporated
herein by reference to the Registrant's Form SB-2, SEC File
No. 333-31736).
4.5 Bylaws of the Company, as amended (incorporated herein by
reference to the Registrant's Form S-1, SEC File No.
33-34894).
5.1 Opinion of Dorsey & Whitney LLP regarding validity of
securities (filed herewith).
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP (filed herewith).
24.1 Powers of Attorney (filed herewith).
Item 9. Undertakings.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Eden Prairie, State of Minnesota, on June 2, 2000.
Global MAINTECH Corporation
By: /s/ Trent Wong
---------------------------------
Trent Wong
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 2, 2000.
SIGNATURE TITLE
--------- -----
/s/ Trent Wong Chief Executive Officer (principal
------------------------------------- executive officer) and Director
Trent Wong
/s/ James Geiser Chief Financial Officer and Secretary
------------------------------------- (principal financial and accounting
James Geiser officer)
* Director
-------------------------------------
David McCaffrey
* Director
-------------------------------------
John E. Haugo
* Director
-------------------------------------
James Watson
* Director
-------------------------------------
William Howdon
*By: /s/ James Geiser
--------------------------------
James Geiser
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Page
----
4.1 Third Restated Articles of Incorporation of the
Company, including amendment to effect a reverse
split in the capital stock of the Company, filed on
November 10, 1999 (incorporated herein by reference
to the Registrant's Form SB-2, SEC File No. 333-
31736).
4.2 Certificate of Designation of Series D Convertible
Preferred Stock, as corrected, filed on December 8,
1999 (incorporated herein by reference to the
Registrant's Form SB-2, SEC File No. 333-31736).
4.3 Certificate of Designation of Series E Convertible
Preferred Stock, filed on December 29, 1999
(incorporated herein by reference to the Registrant's
Form SB-2, SEC File No. 333-31736).
4.4 Certificate of Designation of Series F Convertible
Preferred Stock, as corrected, filed on April 21,
2000 (incorporated herein by reference to the
Registrant's Form SB-2, SEC File No. 333-31736).
4.5 Bylaws of the Company, as amended (incorporated
herein by reference to the Registrant's Form S-1, SEC
File No. 33-34894).
5.1 Opinion of Dorsey & Whitney LLP regarding validity of
securities (filed herewith).
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit
5.1).
23.2 Consent of KPMG LLP (filed herewith).
24.1 Powers of Attorney (filed herewith).
