As filed with the Securities and Exchange Commission on May 10,1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ULTRA PAC, INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 3089 41-1581031
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
21925 Industrial Boulevard
Rogers, Minnesota 55374
(612) 428-8340
(Address of Principal Executive Offices)
Ultra Pac, Inc. Outside Directors' Option Plan
(Full Title of the Plan)
Calvin S. Krupa
21925 Industrial Boulevard
Rogers, Minnesota 55374
(612) 428-8340
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
Michael W. Schley, Esq.
Larkin, Hoffman, Daly & Lindgren, Ltd.
1500 Norwest Financial Center
7900 Xerxes Avenue South
Bloomington, Minnesota 55431
(612) 835-3800
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
(see next page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Registered (1) Offering Price Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common stock (no par value) 7,500 $12.69 $ 95,175 $ 32.82
Common stock (no par value) 3,000 $9.25 $ 27,750 $ 9.57
Common stock (no par value) 3,000 $7.25 $ 21,750 $ 7.50
Common stock (no par value) 5,500 $5.75 $ 31,625 $ 10.91
Common stock (no par value) 81,000 $3.0625(2) $248,063 $ 85.54
Total 100,000 n/a $424,363 $146.34
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for shares of Common Stock, or pursuant
to the antidilution provisions of the Ultra Pac, Inc. Outside
Directors' Option Plan (the "Plan").
(2) The Plan authorizes the issuance of nonstatutory stock options which do
not meet the requirements set forth in Section 422 of the Internal
Revenue Code. For purposes of calculating the registration fee, it is
assumed that all options not yet granted are exercisable at a price
equal to 100% of "fair market value" at the date of grant, as required
under the Plan. Fair market value is estimated, solely for the purpose
of calculating the registration fee, as the closing bid price of Ultra
Pac, Inc. (the "Company") Common Stock as reported by the Nasdaq
National Market System on May 3, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates by reference into the registration statement
the documents listed below:
(a) The Company's latest annual report on Form 10-K or: (i)
the Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed or (ii) the Company's
effective registration statement on Form 10 or Form 10-SB filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
containing audited financial statement for the Company's latest fiscal
year.
(b) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form S-18
(Registration No. 33-46937) filed under the Securities Act, including
any amendment or report filed under the Exchange Act 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 Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
(a) Not applicable.
(b) Certain legal matters in connection with this registration
statement will be passed upon by Larkin, Hoffman, Daly & Lindgren,
Ltd., as counsel for the Company. Frank I. Harvey, who is a shareholder
of the law firm, serves as a director of the Company. Mr. Harvey
beneficially owned, as of April 16, 1996, 4,610 shares of the Company's
Common Stock and options to purchase 5,500 shares of the Company's
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 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 reasonable expenses,
if such 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 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, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or, in the case of
performance by a director, officer, employee or agent of the Company 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 in certain instances. A decision as to required
indemnification shall be made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board of Directors, by special legal counsel, by
the shareholders or by a court.
As permitted by the Minnesota Business Corporation Act, the Restated
Articles of Incorporation of the Company eliminate the liability of the
directors of the Company for monetary damages arising from any breach of
fiduciary duties as a member of the Company's Board of Directors (except as
expressly prohibited by Minnesota Statutes, Section 302A.251, subd. 4).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. This registration statement relates to the issuance of
shares upon the exercise of options. The grants of such options did not
constitute "sales" under the Securities Act of 1933, as amended.
ITEM 8. EXHIBITS.
4.1 Ultra Pac, Inc. Outside Directors' Option Plan.
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to the
legality of the securities (included as page II-5).
23.1 Consent of Divine, Scherzer & Brody, Ltd. (included as page II-7).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 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.
(b) 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.
(c) 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.
2. 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 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.
3. 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 provision, 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
Securities 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Rogers, State of Minnesota, on May 9, 1996.
ULTRA PAC, INC.
By: /s/ Calvin S. Krupa
Calvin S. Krupa
Its: President and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Ultra Pac, Inc., whose signatures appear
below, hereby constitute and appoint Calvin S. Krupa and Frank I. Harvey, and
each of them (with full power to each of them to act alone) their true and
lawful attorneys-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Ultra Pac, Inc., and
each of the undersigned does hereby ratify and confirm all that said attorneys
shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Calvin S. Krupa President, Chief Executive
Calvin S. Krupa Officer and Director
/s/ Brad C. Yopp Chief Financial Officer (Principal
Brad C. Yopp Financial and Accounting Officer)
/s/ James A. Thole Secretary and Director
James A. Thole
/s/ John F. DeBoer Director
John F. DeBoer
/s/ Michael J. McGlynn Director
Michael J. McGlynn
/s/ Frank I. Harvey Director
Frank I. Harvey
OUTSIDE DIRECTORS' OPTION PLAN
OF
ULTRA PAC, INC.
1. Definitions. As used in this Plan, the following terms have the
following meanings:
(01) "Administrator" means the Board or a committee appointed by the
Board.
(02) "Affiliate" means a "parent" or "subsidiary" corporation, as
defined in Sections 425(e) and 425(f), respectively, of the Code.
(03) "Board" means the Board of Directors of the Company.
(04) "Code" means the Internal Revenue Code of 1986, as amended.
(05) "Company" means Ultra Pac, Inc.
(06) "Director" means a member of the Board.
(07) "Eligible Director" means a Director who is not also an employee
of the Company or of an Affiliate. A director who also serves as
Corporate Secretary, and is not otherwise employed by the Company, is
an Eligible Director.
(08) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(09) "Grant Date" means the date on which an Option is granted.
(10) "Option" means an option to purchase Stock as described in Section
5(01) hereof. An Option granted under this Plan is a nonstatutory
option to purchase Stock which does not meet the requirements set forth
in Section 422A of the Code.
(11) "Option Agreement" means a written agreement evidencing an Option,
in form satisfactory to the Company, duly executed on behalf of the
Company and delivered to and executed by an Optionee.
(12) "Optionee" means an Eligible Director who has been granted an
Option.
(13) "Plan" means the Outside Directors' Option Plan.
(14) "Securities Act" means the Securities Act of 1933, as amended.
(15) "Stock" means the Common Stock, no par value, of the Company.
(16) "Subscription Agreement" means a written agreement, in form
satisfactory to the Company, duly executed by the Company and an
Optionee who has exercised an Option to purchase Stock.
(17) "Termination Date" means the date on which an Optionee ceases to
be a Director of the Company.
(18) "Voting Shares" means the outstanding shares of the Company
entitled to vote for the election of directors.
2.) Purposes of the Plan. The purposes of the Plan are to attract and
retain the best available candidates for the Board, to provide additional equity
incentives to Eligible Directors through their participation in the growth value
of the Stock, and to promote the success of the Company's business. To
accomplish the foregoing objectives, this Plan provides a means whereby Eligible
Directors will receive Options to purchase Stock.
3.) Stock Subject to the Plan. The maximum number of shares of Stock
that may be issued upon the exercise of Options is 100,000. The shares of Stock
covered by the portion of any Option that expires or otherwise terminates
unexercised under this Plan shall become available again for grant. The number
of shares of Stock covered by Options is subject to adjustment in accordance
with Section 5(07).
4.) Administration. The Administrator shall have the authority to grant
Options upon the terms and conditions of this Plan, and to determine all other
matters relating to this Plan. The Administrator may delegate ministerial duties
to such employees of the Company as it deems proper. All questions of
interpretations, implementation and application of this Plan shall be determined
by the Administrator, and such determinations shall be final and binding on all
persons.
5.) Terms and Conditions of Options.
(01) Grant of Option. Options shall be granted pursuant to this Plan as
follows:
(a) Grant on Effective Date - As of the effective date of
this Plan, an Option for 2,500 shares of Stock shall
be granted to each Eligible Director, subject to
subsequent stockholder approval of this Plan.
(b) Subsequent Grants - On the date of each annual
stockholders' meeting subsequent to the effective
date of this Plan, an Option shall be granted
immediately after such meeting to each Eligible
Director. With respect to any Eligible Director who,
prior to the annual stockholders' meeting, shall not
have been granted an option pursuant to this Plan,
the Option shall be for 2,500 shares of Stock.
Otherwise, the Option shall be for 1,000 shares of
Stock.
(02) Exercise Price - The exercise price of an Option shall be 100% of
the value of the Stock on the Grant Date, determined in accordance with
Section 6 hereof.
(03) Option Term - Each Option granted under this Plan shall expire
five (5) years from the Grant Date.
(04) Option Exercise -
(a) Exercise - Subject to Section 5(04(b), an Option may
be exercised in whole or in part immediately after
the Grant Date of such Option.
(b) Stockholder Approval - No Option may be exercised in
whole or in part until the stockholders of the
Company have approved this Plan.
(c) Compliance with Securities Laws - Stock shall not be
issued pursuant to the exercise of an Option unless
the exercise of the Option and the issuance and
delivery of Stock pursuant thereto shall comply with
all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act,
applicable state securities laws, the rule and
regulations promulgated under each of the foregoing,
the requirements of the New York Stock Exchange (if
the Company's securities are listed thereon) and the
requirements of NASDAQ pertaining to the National
Market System (if the Company's securities are quoted
thereon), and shall be further subject to the
approval of counsel for the Company with respect to
such compliance.
(05) Registration and Resale - If the Stock subject to this Plan is not
registered under the Securities Act and under applicable state
securities laws, the Administrator may require that the Optionee
deliver to the Company such documents as counsel for the Company may
determine are necessary or advisable in order to substantiate
compliance with applicable securities laws and the rules and
regulations promulgated thereunder.
(06) Payment Upon Exercise - At the time written notice of exercise of
an Option is given to the Company, the Optionee shall make payment in
full, in cash or check or by one of the method specified below, for all
Stock purchased pursuant to the exercise of such Option.
Delivery of Stock - An Option may be exercised by delivery by the
Optionee of Stock already owned by the Optionee for all or part of the
aggregate exercise price of the Stock as to which the Option is being
exercised, so long as (i) the value of such Stock (determined as
provided in Section 6) is equal on the date of exercise to the
aggregate exercise price of the shares of Stock as to which the Option
is being exercised, or such portion thereof as the Optionee is
authorized to pay by delivery of Stock and (ii) such previously owned
shares have been held by the Optionee for at least six months.
(07) Adjustments -
(a) Changes in Capital Structure - If the Stock is
changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, or is
converted into or exchanged for other securities, the
Administrator shall make such appropriate adjustments
in (i) the number and class of shares of Stock
subject to this Plan, (ii) each Option outstanding
under this Plan, and (iii) the exercise price of each
outstanding Option; provided, however, that the
Company shall not be required to issue fractional
shares as a result of any such adjustment. Each such
adjustment shall be determined by the Administrator
in its sole discretion, which determination shall be
final and binding on all persons. Any new of
additional Stock to which an Optionee may be entitled
under this Section (07) shall be subject to all of
the terms and conditions set forth in Section 5 of
this Plan.
(08) No Assignment - No right or benefit under, or interest in, the
Plan shall be subject to assignment or transfer (other than by will or
the laws of descent and distribution), and no such right, benefit or
interest shall be subject to attachment or legal process for or against
Optionee or his or her beneficiaries, as the case may be. During the
life of the Optionee, an Option shall be exercisable only by the
Optionee or, in the event of disability of the Optionee, by the
Optionee's guardian or legal representative.
(09) Termination; Expiration of Unvested Options - Options granted to
an Optionee under this Plan, to the extent such rights have not expired
or been exercised, shall terminate on such Optionee's Termination Date;
provided, however, that an Option may be exercised, to the extent
vested and exercisable on the Termination Date, for a period of thirty
(30) days after such Optionee's Termination Date; and, provided
further, that if exercise of an Option during such thirty (30) day
period would subject such Optionee to liability under Section 16(b) of
the Exchange Act, such thirty (30) day period shall not begin to run
until six (6) months from the date of the last Stock transaction made,
indirectly or directly, by such Optionee prior to such Optionee's
Termination Date.
6.) Determination of Value. For purposes of this Plan, the value of the
Stock shall be the closing sales price on the New York Stock Exchange or the
NASDAQ National Market System, as the case may be, on the date the value is to
be determined as reported in The Wall Street Journal. If there are no trades on
such date, the closing sale price on the last preceding business day upon which
trades occurred shall be the fair market value. If the Stock is not listed on
the New York Stock Exchange or quoted on the NASDAQ National Market System, the
fair market value shall be determined based on the mean between the Closing bid
and asked prices.
7.) Manner of Exercise. An Optionee wishing to exercise an Option shall
give written notice to the Company at its principal executive office, to the
attention of the President of the Company, accompanied by an executed Stock
Purchase Agreement and by payment of the Option exercise price in accordance
with Section 5(06). The date the Company receives written notice of an exercise
hereunder accompanied by payment of the Option exercise price will be considered
the date such Option was exercised. Promptly after receipt of such written
notice and payment, the Company shall deliver to the Optionee or such other
person permitted to exercise such Option under Section 4(08), a certificate or
certificates for the requisite number of shares of Stock.
8.) Rights.
(01) Rights as Optionee - No Eligible Director shall acquire any rights
as an Optionee unless and until an Option Agreement has been duly
executed on behalf of the Company, delivered to the Optionee and
executed by the Optionee.
(02) Rights as Stockholder - No person shall have any rights as a
stockholder of the Company with respect to any Stock subject to an
Option until the date that a stock certificate has been issued and
delivered to the Optionee.
(03) No Right to Re-election - Nothing contained in the Plan or any
Option Agreement shall be deemed to create any obligation on the part
of the Board to nominate any Director for re-election by the Company's
stockholders, or confer upon any Director the right to remain a member
of the Board for any period of time, or at any particular rate of
compensation.
9.) Registration and Resale. The Board may, but shall not be required
to, cause the Plan, the Options, and Stock subject to the Plan to be registered
under the Securities Act and under the securities laws of any state. No Option
may be exercised, and the Company shall not be obliged to grant Stock upon
exercise of an Option, unless, in the opinion of counsel for the Company, such
exercise and grant is in compliance with all applicable federal and state
securities laws and the rules and regulations promulgated thereunder. As a
condition to the grant of an Option for the issuance of Stock upon the exercise
of an Option, the Administrator may require that the Optionee agree to comply
with such provisions and federal and state securities laws as may be applicable
to such grant or the issuance of Stock, and that the Optionee delivers to the
Company such documents as counsel for the Company may determine are necessary or
advisable in order to substantiate compliance with applicable securities laws
and the rules and regulations promulgated thereunder.
10.) Amendment, Suspension or Termination of the Plan. The Board may at
any time amend, alter, suspend, or discontinue this Plan, except to the extent
that stockholder approval is required for any amendment or alteration (a) by
Rule 16b-3 or applicable law in order to exempt from Section 16(b) of the
Exchange Act any transaction contemplated by this Plan, or (b) by the rules of
the New York Stock Exchange, if the Company's securities are listed thereon, or
(c) by the rules of NASDAQ pertaining to the National Market System, if the
Company's securities are quoted thereon; provided, however, no amendment,
alteration, suspension or discontinuation shall be made that would impair the
rights of any Optionee under an Option without such Optionee's consent; and
provided further, that any provision in this Plan relating to the eligibility of
Directors to participate in this Plan, the timing of Option grants made under
this Plan or the amount of Options granted to a Director under this Plan shall
not be amended more than once every six months, other than to comport with the
changes in the Code or the rules thereunder. Subject to the foregoing, the
Administrator shall have the power to make such changes in the regulations and
administrative provisions hereunder, or in any Option (with the Optionee's
consent), as in the opinion of the Administrator may be appropriate from time to
time.
11.) Indemnification of Administrator. Members of the group
constituting the Administrator shall be indemnified for actions with respect to
the Plan to the fullest extent permitted by the Articles of Incorporation, as
amended, and the By-laws of the Company and by the terms of any indemnification
agreement that has been or shall be entered into from time to time between the
Company and any such person.
12.) Headings. The headings used in this Plan are for convenience only,
and shall not be used to construe the terms and conditions of the Plan.
13.) Effective Date. This Plan became effective on December 19, 1991
when it was adopted by the Board. This Plan shall be submitted to the
stockholders of the Company for consideration at the next annual meeting of
stockholders.
[LETTERHEAD OF: LARKIN, HOFFMAN, DALY & LINDGREN, LTD.]
May 9, 1996
Ultra Pac, Inc.
21925 Industrial Boulevard
Rogers, Minnesota 55374
Re: Ultra Pac, Inc. (the "Company")
Registration Statement on Form S-8
Outside Directors' Option Plan
Ladies and Gentlemen:
We have examined: (a) the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the issuance by you of 100,000
shares of the Company's Common Stock, no par value (the "Common Stock") in the
manner set forth in the Registration Statement; (b) the Company's Restated
Articles of Incorporation and Bylaws, both as amended to date; and (c) the
Company's corporate proceedings relative to your organization and to the
issuance of the Common Stock.
In addition to the examination outlined above, we have reviewed such other
proceedings, documents, and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. Ultra Pac, Inc. has been legally incorporated and is validly
existing under the laws of the State of Minnesota.
2. The Common Stock being issued by you as contemplated in the
Registration Statement will, when issued, be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
/s/ LARKIN, HOFFMAN, DALY & LINDGREN, Ltd.
LARKIN, HOFFMAN, DALY & LINDGREN, Ltd.
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 13, 1996 (except for notes E and H, as to
which the date is April 26, 1996) accompanying the financial statements and our
report dated April 26, 1996 accompanying the schedule of Ultra Pac, Inc.
included in the Annual Report on Form 10-K for the year ended January 31, 1996,
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports.
/s/ Divine, Scherzer & Brody, Ltd.
St. Paul, Minnesota
April 26, 1996
