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As filed with the Securities and Exchange Commission on July 22, 1996
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
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PRINTWARE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1522267
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1270 EAGAN INDUSTRIAL ROAD
ST. PAUL, MN 55121
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(Address of Principal Executive Offices and zip code)
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PRINTWARE, INC. 1996 STOCK PLAN
1986 INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION PLAN OF 1985
(Full title of the Plans)
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Daniel A. Baker, Ph.D.
President
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, MN 55121
(612) 456-1400
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Richard D. McNeil
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 497,100 shares $5.00 (1) $2,485,500(1) $ 857.07
no par value 138,467 shares $3.00 (2) $ 415,401(2) $ 143.24
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Total 635,567 shares $2,900,901 $1,000.31
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the closing sale price of
the Company's Common Stock on the Nasdaq National Market on July 17, 1996.
(2) Based on the average exercise price of currently outstanding options
granted prior to the date hereof pursuant to the Printware, Inc. 1996 Stock
Plan, 1986 Incentive Stock Option Plan, and Incentive Stock Option Plan of
1985.
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PART I
Pursuant to the Note to Part I of Form S-8, the information required
by Items 1 and 2 of Form S-8 is not filed as a part of this Registration
Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated June 27, 1996 (Registration No.
333-03629), including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities 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 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.
The Company's Bylaws provide that the Company shall indemnify its officers,
directors and employees in accordance with, and to the fullest extent permitted
by, the provisions of the Minnesota Business Corporation Act, as it may be
amended from time to time.
Section 302A.521 of the Minnesota Business Corporation Act provides that
a corporation shall 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 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
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person in connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the 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 section 302A.255 (Director
Conflicts of Interest), if applicable, has been satisfied;
(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 official capacity
described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c), clause
(3), reasonably believed that the conduct was not opposed to the best
interests of the corporation. If the person's acts or omissions
complained of in the proceeding relate to conduct as a director,
officer, trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of the
corporation if the person reasonably believed that the conduct was in
the best interests of the participants or beneficiaries of the
employee benefit plan.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Printware, Inc. 1996 Stock Plan (incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on
Form S-1, Commission File No. 333-03629)
4.2 1986 Incentive Stock Option Plan (incorporated by reference to
Exhibits 10.2 of the Company's Registration Statement on Form S-
1, Commission File No. 333-03629)
4.3 Incentive Stock Option Plan of 1985 (incorporated by reference to
Exhibit 10.1 of the Company's Registration Statement on
Form S-1, Commission File No. 333-03629)
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP, independent auditors
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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:
(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,
represents 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 registration statement is on Form S-3 or Form S-8 and 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.
(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.
(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 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.
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(h) 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 connected 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.
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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 Eagan, State of Minnesota, on July 19, 1996.
PRINTWARE, INC.
By /s/ Daniel A. Baker
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Daniel A. Baker, Ph.D., President
POWER OF ATTORNEY
The undersigned officers and directors of Printware, Inc. hereby constitute
and appoint Daniel A. Baker and Thomas W. Petschauer, or either of them, with
power to act one without the other, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including post-
effective amendments) to this Registration Statement and all documents relating
thereto, 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 necessary or advisable 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
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below on July 19, 1996 by the
following persons in the capacities indicated.
SIGNATURE
/s/ Daniel A. Baker
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Daniel A. Baker, Ph.D., President, Chief
Executive Officer and Director
/s/ Thomas W. Petschauer
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Thomas W. Petschauer, Executive Vice
President and Chief Financial Officer
(principal financial and accounting officer)
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/s/ Allen L. Taylor
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Allen L. Taylor, Ph.D., Director
/s/ Donald V. Mager
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Donald V. Mager, Director
/s/ Brian D. Shiffman
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Brian D. Shiffman, Director and Secretary
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Jerry K. Twogood, Director
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Charles M. Osborne, Director
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[LETTERHEAD]
EXHIBIT 5.1
July 19, 1996
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, Minnesota 55121
Re: Opinion of Counsel as to Legality of 635,567 Shares of Common Stock to
be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 635,567 shares of Common Stock, no par
value, of Printware, Inc. (the "Company") offered to officers, employees,
consultants and non-employee directors of the Company pursuant to the Printware,
Inc. 1996 Stock Plan, 1986 Incentive Stock Option Plan, and Incentive Stock
Option Plan of 1985 (the "Plans").
As counsel for the Company, we advise you that it is our opinion, based on
our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 635,567 shares of Common Stock to be offered to
officers, employees, consultants and non-employee directors by the Company under
the Plans, will, when paid for and issued, be validly issued and lawfully
outstanding, fully paid and non assessable shares of Common Stock of the
Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Printware, Inc. on Form S-8 of our report dated February 2, 1996 (April 25, 1996
as to the first paragraph of Note 3), appearing in Amendment No. 2 on Form S-1
(Commission File No. 333-03629).
Minneapolis, Minnesota Deloitte & Touche LLP
July 19, 1996
