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As filed with the Securities and Exchange Commission on June 19, 1998.
Registration No. 333-
UNITED STATES
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
Saint Paul, Minnesota 55121
(Address of Principal Executive Offices and zip code)
____________________________
PRINTWARE, INC. 1996 STOCK PLAN
(Full title of the Plans)
____________________________
Daniel A. Baker, Ph.D.
President
Printware, Inc.
1270 Eagan Industrial Road
Saint Paul, Minnesota 55121
(612) 456-1400
(Name, address and telephone number,
including area code, of agent for service)
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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, 500,000 shares $2.875 $1,437,500 (1) $424.06
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and low
prices of the Company's Common Stock on the Nasdaq National Market on June
18, 1998.
</TABLE>
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INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-08555) was filed with
the Securities and Exchange Commission on July 22, 1996 covering the
registration of 500,000 shares initially authorized for issuance under the
Company's 1996 Stock Plan and additional shares authorized for issuance under
the Company's 1986 Incentive Stock Option Plan and its Incentive Stock
Option Plan of 1985. Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed to register an additional 500,000 shares
authorized for issuance under the 1996 Stock Plan. This Registration
Statement should also be considered a post-effective amendment to the
previously filed Registration Statement. The contents of the previously filed
Registration Statement are incorporated herein by reference.
PART I
Pursuant 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:
(a) The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1997.
(b) The Quarterly Report of the Company on Form 10-Q for the quarterly
period ended April 4, 1998.
(c) The Definitive Proxy Statement dated March 13, 1998 for the Annual
Meeting of Shareholders held on April 16, 1998.
(d) 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 completion or termination of this offering of shares of Common Stock
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 any 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 such 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
respect to the same acts or omissions;
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(2) Acted in good faith;
(3) Received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding director conflicts of interest), if applicable,
has been satisfied;
(4) In the case of a criminal proceeding, has 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. (Filed electronically herewith)
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)
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (included on signature page)
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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, 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 (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.
(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
June 19, 1998.
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 by the following persons in
the capacities indicated on June 19, 1998.
Signature
\s\ Daniel A. Baker
____________________________________________
Daniel A. Baker, Ph.D., President,
Chief Executive Officer and Director
(principal executive officer)
\s\ Thomas W. Petschauer
____________________________________________
Thomas W. Petschauer,
Chief Financial Officer
(principal financial and accounting officer)
\s\ Allen L. Taylor
____________________________________________
Allen L. Taylor, Ph.D., Director
\s\ Brian D. Shiffman
____________________________________________
Brian D. Shiffman, Director
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LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTR
80 SOUTH EIGHTH STREET
MINNEAPOLIS, MINNESOTA 55402-2205
TELEPHONE: 612-371-3211
FAX: 612-371-3207
ATTORNEYS AT LAW
EXHIBIT 5.1
June 17, 1998
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, MN 55121
Re: Opinion of Counsel as to Legality of 500,000 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 500,000 shares of Common Stock, no par
value per share, of Printware, Inc. (the "Company") offered to key employees,
directors and consultants pursuant to the Printware, Inc. 1996 Stock Plan (the
"Plan").
As general 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 500,000 shares of
Common Stock to be offered to employees, directors and consultants 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.
\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 relating to the 1996 Stock Plan of our report
dated January 23, 1998, appearing in the Annual Report on Form 10-K of
Printware, Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
June 17, 1998
