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As filed with the Securities and Exchange Commission on April 24, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
PRINTWARE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1522267
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1270 Eagan Industrial Road
St. Paul, MN 55121
(Address of Principal Executive Offices and zip code)
____________________________
PRINTWARE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
____________________________
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)
This Form S-8 consists of 9 pages (including exhibits). The index to
exhibits is set forth on page 4.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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
___________ __________ _________ _________ ____________
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $3.875 $387,500 $117.43
no par value
Total
(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
April 23, 1997.
</TABLE>
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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 Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1996.
(b) The Definitive Proxy Statement dated March 7, 1997 for the Meeting
of Shareholders held on April 17, 1997.
(c) 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
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;
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(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 Employee Stock Purchase Plan
incorporated by reference to Exhibit 10.4 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 5.1)
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.
(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 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.
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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 April 24, 1997.
PRINTWARE, INC.
By /s/ Daniel A. Baker
_____________________________
Daniel A. Baker, Ph.D.,
President
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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 April 24,
1997 by the following persons in the capacities indicated.
Signature Title
/s/ Daniel A. Baker
______________________________ President, Chief Executive Officer and
Daniel A. Baker, Ph.D. Director (principal executive officer)
/s/ Thomas W. Petschauer
______________________________ Executive Vice President and Chief Thomas
Thomas W. Petschauer Financial Officer (principal financial
and accounting officer)
/s/ Allen L. Taylor
______________________________ Director
Allen L. Taylor, Ph.D.
/s/ Donald V. Mager
______________________________ Director
Donald V. Mager
/s/ Brian D. Shiffman
______________________________ Director and Secretary
Brian D. Shiffman
/s/ Charles M. Osborne
______________________________ Director
Charles M. Osborne
/s/ Michael F. Reeves
______________________________ Director
Michael F. Reeves
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LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
80 SOUTH EIGHTH STREET
MINNEAPOLIS, MINNESOTA 55402-2205
TELEPHONE: 612-371-3211
FAX: 612-371-3207
ATTORNEYS AT LAW
EXHIBIT 5.1
April 24, 1997
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, Minnesota 55121
Re: Opinion of Counsel as to Legality of 100,000 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 100,000 shares of Common
Stock, no par value, of Printware, Inc. (the "Company") offered to
employees of the Company pursuant to the Printware, Inc. 1996 Employee
Stock Purchase Plan (the "Plan").
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 100,000 shares of Common
Stock to be offered to employees by the Company under the Plan, will,
when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable 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.
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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
January 28, 1997, appearing in the Annual Report on Form 10-K of Printware,
Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 24, 1997
