Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
NORTHLAND CRANBERRIES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1583759
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 First Avenue South
P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
(Address of principal executive offices) (Zip Code)
Northland Cranberries, Inc.
1995 Stock Option Plan
(Full title of the plans)
____________________
John A. Pazurek
Northland Cranberries, Inc.
800 First Avenue South
P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
(715) 424-4444
(Name, address and telephone number, including
area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Class A Common 400,000 $15.25(1) $6,100,000(1) $2103.45
Stock, $0.01 shares
par value
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Northland
Cranberries, Inc. Class A Common Stock on the Nasdaq National
Market on September 12, 1995.
_________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Northland
Cranberries, Inc. (the "Company") are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
March 31, 1995, which includes certified financial statements as of and
for the year ended March 31, 1995.
2. All other reports filed since March 31, 1995 by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
3. The description of the Company's Class A Common Stock
contained under the Section entitled "Description of Capital Stock" in the
Company's Form S-2 Registration Statement No. 33-60823, dated June 30,
1995, and any amendments or reports filed by the Company for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby 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.
Jeffrey J. Jones, a Director of the Company, is a partner at
Foley & Lardner, which serves as the Company's general counsel.
Item 6. Indemnification of Directors and Officers.
Pursuant to Sections 108.0850 to 180.0858 of the Wisconsin
Business Corporation Law, directors and officers of the Company are
entitled to mandatory indemnification from the Company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in the defense thereof, unless
(in the latter case only) it is determined that the director or officer
breached or failed to perform his duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. Section 180.0859 of the Wisconsin Business Corporation Law
specifically states that it is the public policy of Wisconsin to require
or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or
permitted under Sections 180.0850 to 180.0858 as described above.
Additionally, under Section 180.0828 of the Wisconsin Business Corporation
Law, directors of the Company are not subject to personal liability to the
Company, its shareholders or any person asserting rights on behalf thereof
for certain breaches or failures to perform any duty resulting solely from
their status as such directors, except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above. The Company's By-laws
require indemnification of the Company's directors and officers to the
fullest extent permitted by the Wisconsin Business Corporation Law. The
indemnification rights provided as set forth above are not exclusive of
any other rights to which a director or an officer of the Company may be
entitled.
The Company maintains an insurance policy which indemnifies its
officers and directors against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein
are set forth on the attached Exhibit Index.
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, as amended;
(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 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, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
<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 Wisconsin Rapids, State of
Wisconsin, on August 31, 1995.
NORTHLAND CRANBERRIES, INC.
By: /s/ John Swendrowski
John Swendrowski
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
By: /s/ John Swendrowski
John Swendrowski
Chairman of the Board,
Chief Executive Officer and
Director (principal
executive officer)
By: /s/ John A. Pazurek
John A. Pazurek
Vice President-Finance
and Treasurer (principal
accounting officer and
controller
By: /s/ Jeffrey J. Jones
Jeffrey J. Jones
Director
By: /s/ Patrick F. Brennan
Patrick F. Brennan
Director
By: /s/ John C. Seramur
John C. Seramur
Director
By: /s/ LeRoy J. Miles
LeRoy J. Miles
Director
By: /s/ Robert E. Hawk
Robert E. Hawk
Director
By: /s/ Jerold D. Kaminski
Jerold D. Kaminski
Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Northland Cranberries, Inc. 1995
Stock Option Plan
(4.2) Articles of Incorporation, as
amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Deloitte & Touche LLP
(23.2) Consent of Foley & Lardner
(contained in Exhibit 5 hereto)
NORTHLAND CRANBERRIES, INC.
1995 STOCK OPTION PLAN
Section 1. Purpose
The purpose of Northland Cranberries, Inc. 1995 Stock Option
Plan (the "Plan") is to promote the best interests of Northland
Cranberries, Inc. (the "Company") and its shareholders by providing key
employees of the Company and its Affiliates (as defined below) and
directors of the Company who are not employees of the Company and its
Affiliates with an opportunity to acquire or increase their proprietary
interest in the Company. It is intended that the Plan will promote
continuity of management and increased incentive and personal interest in
the welfare of the Company by those who are primarily responsible for
shaping and carrying out the long-range plans of the Company and securing
the Company's continued growth and financial success.
Section 2. Definitions
As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(c) "Commission" shall mean the Securities and Exchange
Commission.
(d) "Committee" shall mean the Compensation and Stock Option
Committee of the Board of Directors of the Company (or any other committee
thereof designated by such Board to administer the Plan); provided,
however, that the Committee is composed of not less than two directors,
each of whom is a "disinterested person" within the meaning of Rule 16b-3.
(e) "Directors Fees" shall mean the amount which a Non-Employee
Director (defined below) is paid for serving as a director of the Company
in the relevant year, including separate fees for serving on committees of
the Board of Directors and separate fees for attendance at meetings of the
Board of Directors or any committee of the Board of Directors, but shall
not include any separate fees for any other services provided for the
Company.
(f) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(g) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.
(h) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(i) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes
to the management, growth or profitability of the business of the Company
or any Affiliate as determined by the Committee in its discretion.
(j) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option and shall mean any option granted to a Non-Employee Director
under Section 6(b) of the Plan.
(k) "Non-Employee Director" shall mean any member of the Board
of Directors of the Company who is not an employee of the Company and its
Affiliates.
(l) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option.
(m) "Option Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Option granted
under the Plan.
(n) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(o) "Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization or government or political subdivision thereof.
(p) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(q) "Shares" shall mean shares of Class A common stock of the
Company, $0.01 par value, and such other securities or property as may
become subject to Options pursuant to an adjustment made under Section
4(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by
those members of the Board of Directors of the Company who qualify as
"disinterested persons" under Rule 16b-3. Subject to the terms of the
Plan and applicable laws and without limitation by reason of enumeration,
the Committee shall have full discretionary power and authority to:
(i) designate Participating Key Employees; (ii) determine the type of
Options to be granted to each Participating Key Employee under the Plan;
(iii) determine the number of Shares to be subject to each Option granted
to Participating Key Employees; (iv) determine the terms and conditions of
any Option granted to a Participating Key Employee; (v) determine whether,
to what extent and under what circumstances Options granted to
Participating Key Employees may be exercised in cash, Shares, other
securities or other property, and the method or methods by which Options
may be exercised, canceled, forfeited or suspended; (vi) determine
whether, to what extent and under what circumstances Shares with respect
to Options granted to Participating Key Employees under the Plan shall be
deferred either automatically or at the election of the holder thereof or
of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Option made under, the Plan
(including, without limitation, any Option Agreement); (viii) establish,
amend, suspend or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Option shall be within the sole discretion of the
Committee, may be made at any time or from time to time, and shall be
final, conclusive and binding upon all Persons, including the Company, any
Affiliate, any Participating Key Employee, any holder or beneficiary of
any Option, any shareholder and any employee of the Company or of any
Affiliate.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Number of Shares Available. The number of Shares
with respect to which Options may be granted under the Plan
shall be 400,000.
(ii) Accounting for Awards. The number of Shares
covered by an Option under the Plan, or to which such Option
relates, shall be counted on the date of grant of such Option
against the number of Shares available for granting Options
under the Plan.
(iii) Sources of Shares Deliverable Under Options.
Any Shares delivered pursuant to the exercise of an Option may
consist, in whole or in part, of authorized and unissued Shares
or of treasury Shares.
(b) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Options under the Plan; (ii) the number and type of Shares subject to
outstanding Options; and (iii) the grant, purchase or exercise price with
respect to any Option, or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Option; provided, however, in
each case, that with respect to Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would cause the Plan
to violate Section 422(b) of the Code (or any successor provision
thereto); and provided further that the number of Shares subject to any
Option shall always be a whole number.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
All Non-Employee Directors shall receive Non-Qualified Stock Options as
provided in Section 6(b).
Section 6. Grants of Options
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine in its discretion.
(i) Exercise Price. The exercise price per Share of
an Option granted pursuant to this Section 6(a) shall be
determined by the Committee; provided, however, that such
exercise price shall not be less than 100% of the Fair Market
Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be
fixed by the Committee; provided, however, that in no event
shall the term of any Option exceed a period of ten years from
the date of its grant.
(iii) Exercisability and Method of Exercise. An
Option shall become exercisable in such manner and within such
period or periods and in such installments or otherwise as shall
be determined by the Committee. The Committee also shall
determine the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other securities,
other property or any combination thereof, having a Fair Market
Value on the exercise date equal to the relevant exercise price,
in which payment of the exercise price with respect to any
Option may be made or deemed to have been made.
(iv) Incentive Stock Options. The terms of any
Incentive Stock Option granted under the Plan shall comply in
all respects with the provisions of Section 422 of the Code (or
any successor provision thereto) and any regulations promulgated
thereunder. Notwithstanding any provision in the Plan to the
contrary, no Incentive Stock Option may be granted hereunder
after the tenth anniversary of the adoption of the Plan by the
Board of Directors of the Company.
(b) Non-Qualified Stock Option Awards to Non-Employee
Directors. Each Non-Employee Director shall automatically be granted Non-
Qualified Stock Options under the Plan in the manner set forth in this
Section 6(b). A Non-Employee Director may hold more than one Non-
Qualified Stock Option, but only on the terms and subject to any
restrictions set forth herein.
(i) Exercise Price. The exercise price per Share
shall be equal to 100% of the "market value" of a Share on the
date of grant of such Option. The "market value" of a Share on
the date of grant to the Non-Employee Director shall be the last
bid price per Share for the Shares in the Nasdaq National Market
on the trading date next preceding such grant date; provided,
however, that if the principal market for the Shares is then a
national securities exchange, the "market value" shall be the
closing bid price per Share for the Shares on the principal
securities exchange on which the Shares are traded on the
trading date next preceding the date of grant, or in either case
above, if no trading occurred on the trading date next preceding
the date on which the Non-Qualified Stock Option is granted,
then the "market price" per Share shall be determined with
reference to the next preceding date on which the Shares were
traded.
(ii) Grant of Options. On the last day of each fiscal
year of the Company during the existence of the Plan, each Non-
Employee Director shall be automatically granted an Option to
purchase that number of Shares equal to the number obtained by
dividing the aggregate amount of the Directors Fees paid to the
Non-Employee Director for such fiscal year divided by the Fair
Market Value of a Share on such date. If the number of Shares
determined pursuant to this subparagraph (ii) shall include
fractional shares, the number of Shares subject to the Option
shall be increased to the next higher whole number of Shares.
All Options granted to Non-Employee Directors shall be Non-
Qualified Stock Options.
(iii) Exercisability and Termination of Options.
Except as expressly provided herein, Non-Qualified Stock Options
granted to Non-Employee Directors under the Plan shall not be
exercisable until one (1) year from the date on which such Non-
Qualified Stock Option is granted and shall terminate on the
earlier of:
(A) five years after the date of grant;
(B) three months after the Non-Employee
Director ceases to be a director of the Company by
reason of death, disability or retirement after
attaining age 65; or
(C) immediately upon the Non-Employee
Director ceasing to be a director of the Company for
any reason other than by reason of death, disability
or retirement.
If a Non-Employee Director ceases to be a director of the
Company by reason of death, disability or retirement prior to
the date the Non-Statutory Stock Option becomes exercisable, the
Non-Statutory Stock Option shall become immediately exercisable
in full.
(iv) Exercise of Options. A Non-Qualified Stock
Option granted to a Non-Employee Director may be exercised,
subject to its terms and conditions and the terms and conditions
of the Plan, in full at any time or in part from time to time by
delivery to the Company at its principal office in Wisconsin
Rapids, Wisconsin, of a written notice of exercise specifying
the number of Shares with respect to which the Non-Qualified
Stock Option is being exercised. Any notice of exercise shall
be accompanied by full payment of the Option price of the Shares
being purchased (x) in cash or its equivalent; (y) by tendering
previously acquired shares (valued at their Fair Market Value as
of the date of exercise); or (z) by any combination of
subparagraphs (x) and (y). No Shares shall be issued until full
payment therefor has been made.
(c) General.
(i) No Consideration for Options. Options shall be
granted for no cash consideration unless otherwise determined by
the Committee.
(ii) Option Agreements. Each Option granted under the
Plan shall be evidenced by an Option Agreement in such form
(consistent with the terms of the Plan) as shall have been
approved by the Committee.
(iii) Awards May Be Granted Separately or
Together. Options to Participating Key Employees under the Plan
may be granted either alone or in addition to, in tandem with,
or in substitution for, any other award granted under any other
plan of the Company or any Affiliate. Options granted in
addition to, or in tandem with, other awards granted under any
other plan of the Company or any Affiliate, may be granted
either at the same time as or at a different time from the grant
of such other awards.
(iv) Limits on Transfer of Options. No Option shall
be assignable, alienable, saleable or transferable otherwise
than by will or by the laws of descent and distribution;
provided, however, that a Participating Key Employee at the
discretion of the Committee may, and a Non-Employee Director
shall, be entitled, in the manner established by the Committee,
to designate a beneficiary or beneficiaries to exercise his or
her rights, and to receive any property distributable, with
respect to any Option upon the death of the Participating Key
Employee or the Non-Employee Director, as the case may be. Each
Option shall be exercisable, during the lifetime of the
Participating Key Employee or the Non-Employee Director, only by
such individual or, if permissible under applicable law, by such
individual's guardian or legal representative. No Options may
be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof
shall be void and unenforceable against the Company or any
Affiliate.
(v) Term of Options. Except as otherwise provided in
the Plan, the term of each Option shall be for such period as
may be determined by the Committee.
(vi) Share Certificates; Representation. All
certificates for Shares delivered under the Plan pursuant to the
exercise of any Option shall be subject to such stop transfer
orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other
requirements of the Commission, Nasdaq Stock Market or any stock
exchange or other market upon which such Shares are then listed
or traded, and any applicable federal or state securities laws,
and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions. The Committee may require each Participating Key
Employee, Non-Employee Director or other Person who acquires
Shares under the Plan by means of an Option originally granted
to a Participating Key Employee, Non-Employee Director or other
Person to represent to the Company in writing that such
Participating Key Employee, Non-Employee Director or other
Person is acquiring the Shares without a view to the
distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue or terminate the Plan; provided, however, that shareholder
approval of any amendment of the Plan shall also be obtained if otherwise
required by: (i) the rules and/or regulations promulgated under Section 16
of the Exchange Act (in order for the Plan to remain qualified under Rule
16b-3); (ii) the Code or any rules promulgated thereunder (in order to
allow for Incentive Stock Options to be granted under the Plan); or
(iii) the quotation or listing requirements of the Nasdaq National Market
or any principal securities exchange or market on which the Shares are
then traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees and Non-Employee Directors with respect to
Options previously granted to them, and all unexpired Options shall
continue in force and effect after termination of the Plan except as they
may lapse or be terminated by their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may in its discretion correct any defect, supply any omission or
reconcile any inconsistency in any Option or Option Agreement in the
manner and to the extent it shall deem desirable to carry the Plan into
effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person (other than a Non-Employee Director to the extent
provided in Section 6(b) of the Plan) shall have any claim to be granted
any Option under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees or holders or
beneficiaries of Options under the Plan. The terms and conditions of
Options need not be the same with respect to each Participating Key
Employee.
(b) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of a Participating Key
Employee for federal income tax purposes with respect to any Option under
the Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations arising with respect to Options granted
to Participating Key Employees under the Plan may be settled with Shares
previously owned by the Participating Key Employee; provided, however,
that the Participating Key Employee may not settle such obligations with
Shares that are part of, or are received upon exercise of, the Option that
gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and
the Company and any Affiliate shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to the
Participating Key Employee. The Committee may establish such procedures
as it deems appropriate for the settling of withholding obligations with
Shares, including, without limitation, the establishment of such
procedures as may be necessary to satisfy the requirements of Rule 16b-3.
With the consent of the Committee, an Option holder may be
permitted to satisfy the Company's withholding tax requirements by
electing to have the Company withhold shares otherwise issuable to the
Option holder. The election shall be made in writing and shall be made
according to such rules and in such form as the Company may determine.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) Rights and Status of Recipients of Options. The grant of
an Option shall not be construed as giving a Participating Key Employee
the right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Option Agreement. The grant of an Option to a Non-Employee
Director pursuant to Section 6(b) of the Plan shall confer no right on
such Non-Employee Director to continue as a director of the Company.
Except for rights accorded under the Plan and under any applicable Option
Agreement, Participating Key Employees and Non-Employee Directors shall
have no rights as holders of Shares as a result of the granting of Options
hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company or the
Committee and any Participating Key Employee, Non-Employee Director or
other Person. To the extent any Person holds any right by virtue of a
grant under the Plan, such right (unless otherwise determined by the
Committee) shall be no greater than the right of an unsecured general
creditor of the Company.
(f) Governing Law. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the internal laws of the State of Wisconsin
and applicable federal law.
(g) Severability. If any provision of the Plan or any Option
Agreement or any Option is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction, or as to any Person or Option, or
would disqualify the Plan, any Option Agreement or any Option under any
law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Option
Agreement or the Option, such provision shall be stricken as to such
jurisdiction, Person or Option, and the remainder of the Plan, any such
Option Agreement and any such Option shall remain in full force and
effect.
(h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan or any Option
Agreement, and the Committee shall determine (except as otherwise provided
in the Plan) whether cash, other securities or other property shall be
paid or transferred in lieu of any fractional Shares or other securities,
or whether such fractional Shares or other securities or any rights
thereto shall be canceled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective as of May 17, 1995 subject to
shareholder approval of the Plan within 12 months following the date of
adoption of the Plan by the Board of Directors, and all Options granted
under the Plan prior to the date of shareholder approval shall be subject
to such approval and the effective date of such Option grants shall be
deemed to be the date of such shareholder approval.
Section 10. Term of the Plan
No Option shall be granted under the Plan following the seventh
anniversary of its effective date. However, unless otherwise expressly
provided in the Plan or in an applicable Option Agreement, any Option
theretofore granted may extend beyond such date and, to the extent set
forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Option, or to waive any
conditions or restrictions with respect to any such Option, and the
authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond such date.
ARTICLES OF INCORPORATION
OF
NORTHLAND CRANBERRIES, INC.
Article 1
The name of the corporation (hereinafter referred to as the
"Corporation") is NORTHLAND CRANBERRIES, INC.
Article 2
The period of existence of the Corporation shall be perpetual.
Article 3
The purpose or purposes for which the Corporation is organized
is to carry on and engage in any lawful activity within the purposes for
which corporations may be organized under the Wisconsin Business
Corporation Law, Chapter 180 of the Wisconsin Statutes.
Article 4
The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is Twenty-Seven Million
(27,000,000) shares, consisting of: (i) Twenty Million (20,000,000)
shares of a class designated as "Class A Common Stock," with a par value
of one cent ($.01) per share; (ii) Two Million (2,000,000) shares of a
class designated as "Class B Common Stock," with a par value of one cent
($.01) per share; and (iii) Five Million (5,000,000) shares of a class
designated as "Preferred Stock," with a par value of one cent ($.01) per
share.
Any and all such shares of Class A Common Stock and Class B
Common Stock (collectively, "Common Stock"), and all Preferred Stock, may
be issued for such consideration, not less than the par value thereof, as
shall be fixed from time to time by the Board of Directors. Any and all
of the shares so issued, the full consideration for which has been paid or
delivered, shall be deemed fully paid capital stock and shall not be
liable to any further call or assessment thereon, and the holders of such
shares shall not be liable for any further payments except as otherwise
provided by Section 180.0622 of the Wisconsin Business Corporation Law or
any successor provision thereto, if any.
The designation, relative rights, preferences and limitations of
the shares of each class and the authority of the Board of Directors of
the Corporation to establish and to designate series of the Preferred
Stock and to fix the variations in the relative rights, preferences and
limitations as between such series, shall be as set forth herein
A. Preferred Stock
(1) Series and Variations Between Series. The Board of
Directors of the Corporation is authorized, subject to limitations
prescribed by the Wisconsin Business Corporation Law and the provisions of
this paragraph A, to provide for the issuance of the Preferred Stock in
series, to establish or change the number of shares to be included in each
such series and to fix the designation, relative rights, preferences and
limitations of the shares of each such series. The authority of the Board
of Directors of the Corporation with respect to each series shall include,
but not be limited to, determination of the following:
(i) The number of shares constituting that series and the
distinctive designations of that series;
(ii) The dividend rate or rates on the shares of that
series and/or the method of determining such rate or rates and
the timing of dividend payments on the shares of such series;
(iii) Whether and to what extent the shares of that
series shall have voting rights in addition to the voting rights
provided by Wisconsin Business Corporation Law, which might
include the right to elect a specified number of directors in
any case or if dividends on such series were not paid for a
specified period of time;
(iv) Whether the shares of that series shall be convertible
into shares of stock of any other series, and, if so, the terms
and conditions of such conversion, including the price or prices
and the rate or rates of conversion and the terms of adjustment
thereof;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
(vi) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation;
(vii) The obligation, if any, of the Corporation to
retire shares of that series pursuant to a sinking fund; and
(viii) Any other relative rights, preferences and
limitations of that series.
Subject to the designations, relative rights, preferences and
limitations provided pursuant to this paragraph A, each share of Preferred
Stock shall be of equal rank with each other share of Preferred Stock.
(2) Dividends. Before any dividends shall be paid or set apart
for payment upon shares of Common Stock, the holders of each series of
Preferred Stock shall be entitled to receive dividends at the rate per
annum and at such times as specified in the particular series. Dividends
on shares of Preferred Stock shall be paid out of any funds legally
available for the payment of such dividends, when and if declared by the
Board of Directors. Such dividends shall accumulate on each share of
Preferred Stock from the date of issuance. All dividends on shares of
Preferred Stock shall be cumulative so that if the Corporation shall not
pay, on a timely basis, the specified dividend, or any part outstanding,
such deficiency shall thereafter be fully paid, but without interest,
before any dividend shall be paid or set apart for payment on the Common
Stock.
Any dividend paid upon the Preferred Stock at a time when any
accumulated dividends for any prior period are delinquent shall be
expressly declared as a dividend in whole or partial payment of the
accumulated dividend for the earliest dividend period for which dividends
are then delinquent, and shall be so designated to each shareholder to
whom payment is made. All shares of Preferred Stock shall rank equally
and shall share ratably, in proportion to the rate of dividend of the
series, in all dividends paid or set aside for payment for any dividend
period or part thereof upon any such shares.
Except to the limited extent hereinafter provided, so long as
any shares of Preferred Stock shall be outstanding, no dividend, whether
in cash, stock or otherwise, shall be paid or declared nor shall any
distribution be made on the Common Stock, nor shall any Common Stock be
purchased, redeemed or otherwise acquired for value by the Corporation,
nor shall any moneys be paid to or set aside or made available for a
sinking fund for the purchase or redemption of any Common Stock, unless:
(i) All dividends on the Preferred Stock of all series for
all past dividend periods shall have been paid or shall have
been declared and a sum sufficient for the payment thereof set
apart; and
(ii) The Corporation shall have set aside all amounts
theretofore required to be set aside as and for all sinking fund
accounts, if any, for the redemption or purchase of all series
of Preferred Stock for all past sinking fund payment periods or
dates.
The foregoing provisions shall not, however, apply to, or in any way
restrict (x) any acquisition of Common Stock in exchange solely for Common
Stock; (y) the acquisition of Common Stock through application of the
proceeds of the sale of Common Stock; or (z) stock dividends or
distributions payable only in shares of stock having rights and
preferences subordinate to the Preferred Stock.
(3) Liquidation, Dissolution or Winding Up. In case of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of each series of Preferred Stock shall
be entitled to receive out of the assets of the Corporation in money or
money's worth the amount specified in the particular series for each share
at the time outstanding together with all accrued but unpaid dividends
thereon, before any of such assets shall be paid or distributed to holders
of Common Stock. In case of the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, if the assets of the
Corporation shall be insufficient to pay the holders of all shares of
Preferred Stock then outstanding the entire amounts to which they may be
entitled, the holders of shares of each outstanding series of Preferred
Stock shall share ratably in such assets in proportion to the respective
amounts payable in liquidation.
(4) Voting Rights. The holders of Preferred Stock shall have
only such voting rights as are fixed for shares of each series by the
Board of Directors pursuant to this paragraph A or are provided by the
Wisconsin Business Corporation Law.
B. Common Stock.
(1) Voting Rights and Powers.
(a) Except as otherwise provided by the Wisconsin Business
Corporation Law and except as may be determined by the Board of Directors
with respect to the Preferred Stock pursuant to paragraph A of this
Article 4, only the holders of Common Stock shall be entitled to vote for
the election of directors of the Corporation and for all other corporate
purposes. With respect to all matters upon which shareholders are
entitled to vote or to which shareholders are entitled to give consent,
the holders of the outstanding shares of Class A Common Stock and the
holders of the outstanding shares of Class B Common Stock shall vote
together as a single class, and every holder of any outstanding share of
Class A Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of Class A Common Stock standing in his
name on the stock transfer records of the Corporation, and every holder of
any outstanding shares of Class B Common Stock shall be entitled to cast
thereon three (3) votes in person or by proxy for each share of Class B
Common Stock standing in his name on the stock transfer records of the
Corporation; provided that, with respect to any proposed corporate action
which would require a separate class vote under the Wisconsin Business
Corporation Law, the approval of a majority of the votes entitled to be
cast by the holders of the class affected by the proposed action, voting
separately as a class, shall be obtained in addition to the approval of a
majority of the votes entitled to be cast by the holders of the Class A
Common Stock and the Class B Common Stock voting together as a single
class as hereinbefore provided.
(b) The voting power limitations and/or restrictions of
Section 180.1150 of the Wisconsin Business Corporation Law, or any
successor provision thereto, shall not apply to any shares of Class B
Common Stock held by any person.
(2) Dividends and Distributions.
(a) Subject to the provisions of this Article 4, the Board
of Directors may, in its discretion, out of funds legally available for
the payment of dividends and at such times and in such manner as
determined by the Board of Directors, declare and pay dividends on the
Common Stock.
(b) As and when cash dividends may be declared from time
to time by the Board of Directors out of funds legally available therefor,
the cash dividend payable with respect to each share of the Class A Common
Stock shall in all cases be in an amount equal to at least one hundred ten
percent (110%) of the amount of the cash dividend payable with respect to
each share of the Class B Common Stock. Cash dividends may be declared
and payable with respect to the Class A Common Stock without a concurrent
cash dividend declared and payable with respect to the Class B Common
Stock. Distributions declared by the Board of Directors to be in
connection with the partial or complete liquidation of the corporation or
any of its subsidiaries shall not be considered to be cash dividends for
the purposes of this Paragraph (2).
(c) Each share of Class A Common Stock and Class B Common
Stock shall be equal in respect to rights to dividends (other than those
payable in cash) and distributions (except distributions declared by the
Board of Directors to be in connection with the liquidation, dissolution
or winding up of the Corporation) when and as declared, in the form of
stock or other property of the Corporation, except that in the case of
dividends or other distributions payable in stock splitups or divisions,
which occur after the initial issuance of shares of the Class B Common
Stock by the Corporation, only shares of Class A Common Stock shall be
distributed with respect to the Class A Common Stock and only shares of
Class B Common Stock shall be distributed with respect to the Class B
Common Stock.
(3) Liquidation, Dissolution or Winding Up.
(a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after there
shall have been paid to or set aside for the holders of shares of
Preferred Stock the full preferential amounts to which they are entitled,
the holders of outstanding shares of Common Stock shall be entitled to
receive pro rata, according to the number of shares held by each, the
remaining assets of the Corporation available for distribution as set
forth herein.
(b) In case of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of Class A
Common Stock shall be entitled to receive out of the assets of the
Corporation in money or money's worth the sum of One Dollar ($1.00) per
share (the "Class A Payment"), subject to equitable adjustment in the
event of any subdivisions, combinations, stock splits or stock dividends
involving shares of the Class A Common Stock, before any of such assets
shall be paid or distributed to holders of Class B Common Stock. If the
assets of the Corporation shall be insufficient to pay the entire Class A
Payment to the holders of the then outstanding Class A Common Stock, then
the holders of the Class A Common Stock shall share ratably in such assets
in proportion to the amounts which would be payable with respect to
Class A Common Stock as if the Class A Payment was paid in full. After
payment in full of the Class A Payment, the holders of Class B Common
Stock shall be entitled to receive out of the remaining assets of the
Corporation in money or money's worth the sum of One Dollar ($1.00) per
share (the "Class B Payment"), subject to equitable adjustment in the
event of any subdivisions, combinations, stock splits or stock dividends
involving shares of the Class B Common Stock, before any of such remaining
assets shall be paid or distributed to holders of the Class A Common
Stock. If the remaining assets of the Corporation shall be insufficient
to pay the entire Class B Payment to the holders of the then outstanding
Class B Common Stock, then the holders of the Class B Common Stock shall
share ratably in such assets in proportion to the amounts which would be
payable with respect to Class B Common Stock as if the Class B Payment was
paid in full. After payment in full of the Class A Payment and the Class
B Payment, any further payments on the liquidation, dissolution or winding
up of the business of the Corporation shall be made on an equal basis as
to all of the shares of capital stock then outstanding.
(4) Conversion of the Class B Common Stock.
(a) Each share of Class B Common Stock may at any time or
from time to time, at the option of the respective holder thereof, be
converted into one fully paid and nonassessable (except to the extent of
any statutory liability imposed by Section 180.0622 of the Wisconsin
Business Corporation Law) share of Class A Common Stock. Such conversion
right shall be exercised by the surrender of the certificate representing
such share of Class B common Stock to be converted to the Corporation at
any time during normal business hours at the principal executive offices
of the Corporation in Wisconsin Rapids, Wisconsin (to the attention of the
Secretary of the Corporation), or if an agent for the registration or
transfer of shares of Class B Common Stock is then duly appointed and
acting (said agent being referred to in this Article 4 as the "Transfer
Agent") then at the office of the Transfer Agent, accompanied by a written
notice of the election by the holder thereof to convert and (if so
required by the Corporation or the Transfer Agent) by instruments of
transfer, in form satisfactory to the Corporation and to the Transfer
Agent, if any, duly executed by such holder or his duly authorized
attorney, and transfer tax stamps or funds therefor, if required pursuant
to Paragraph (4)(e) below.
(b) As promptly as practicable after the surrender for
conversion of a certificate representing shares of Class B Common Stock in
the manner provided in Paragraph (4)(a), above, and the payment in cash of
any amount required by the provisions of Paragraphs (4)(a) and (4)(e), the
Corporation will deliver, or will cause to be delivered at the office of
the Transfer Agent to, or upon the written order of, the holder of such
certificate, a certificate or certificates representing the number of full
shares of Class A Common Stock issuable upon such conversion, issued in
such name or names as such holder may direct. The Corporation shall not,
however, upon any such conversion, issue any fractional share of Class A
Common Stock, and any shareholder who would otherwise be entitled to
receive such fractional share if issued shall receive in lieu thereof a
full share of Class A Common Stock. Any such conversion shall be deemed
to have been made immediately prior to the close of business on the date
of the surrender of the certificate representing shares of Class B Common
Stock, and all rights of the holder of such shares as such holder shall
cease at such time and the person or persons in whose name or names the
certificate or certificates representing the shares of Class A Common
Stock are to be issued shall be treated for all purposes as having become
the record holder or holders of such shares of Class A Common Stock at
such time; provided, however, that any such surrender and payment on any
date when the stock transfer records of the Corporation shall be closed
shall constitute the person or persons in whose name or names the
certificate or certificates representing shares of Class A Common Stock
are to be issued as the record holder or holders thereof for all purposes
immediately prior to the close of business on the next succeeding day on
which such stock transfer records are open.
(c) No adjustment in respect of dividends shall be made
upon the conversion of any shares of Class B Common Stock; provided,
however, that if a share shall be converted subsequent to the record date
for the payment of a dividend or other distribution on shares of Class B
Common Stock but prior to such payment, the registered holder of such
share at the close of business on such record date shall be entitled to
receive the dividend or other distribution payable on such share on the
date set for payment of such dividend or other distribution
notwithstanding the conversion thereof or the Corporation's default in
payment of the dividend or distribution due on such date.
(d) The Corporation will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Common Stock, such number of shares of
Class A Common Stock as shall be issuable upon the conversion of all of
such outstanding shares; provided, however, that nothing contained herein
shall be construed to preclude the Corporation from satisfying its
obligations in respect of the conversion of the outstanding shares of
Class B Common Stock by delivery of purchased shares of Class A Common
Stock which are held in the treasury of the Corporation. If any shares of
Class A Common Stock required to be reserved for purposes of conversion
hereunder require registration with, or approval of, any governmental
authority under any Federal or state law before such shares of Class A
Common Stock may be issued upon conversion, the Corporation will use its
best efforts to cause such shares to be duly registered or approved, as
the case may be.
(e) The issuance of certificates for shares of Class A
Common Stock upon conversion of shares of Class B Common Stock shall be
made without charge for any stamp or other similar tax in respect of such
issuance. However, if any such certificate is to be issued in a name
other than that of the holder of the share or shares of Class B Common
Stock converted, the person or persons requesting the issuance thereof
shall pay to the Corporation the full amount of any tax which may be
payable in respect of any transfer involved in such issuance or shall
establish to the satisfaction of the Corporation that such tax has been
paid.
(f) When the number of outstanding shares of Class B
Common Stock falls below two percent (2%) of the aggregate number of
shares of Class A Common Stock and Class B Common Stock then outstanding
(or such higher number as results from adjustments for stock splits, stock
dividends or other events), the outstanding shares of Class B Common Stock
shall be deemed without further act on anyone's part to be immediately and
automatically converted into shares of Class A Common Stock, and stock
certificates formerly representing outstanding shares of Class B Common
Stock shall thereupon and thereafter be deemed to represent a like number
of full shares of Class A Common Stock. In the event that any shareholder
would otherwise be entitled to receive a fractional share of Class A
Common Stock upon any such conversion, such shareholder shall receive in
lieu thereof a full share of Class B Common Stock.
(5) No Subsequent Issuance of Class B Common Stock
Subsequent to the initial issuance of the shares of Class B
Common Stock, the Board of Directors may only issue such shares in the
form of a distribution or distributions pursuant to a stock dividend on or
split-up of the shares of the Class B Common Stock and only to the then
holders of the outstanding shares of the Class B Common Stock in
conjunction with and in the same ratio as a stock dividend on or split-up
of the shares of the Class A Common Stock. Except as provided in this
paragraph (5), the Corporation shall not issue additional shares of
Class B Common Stock after the initial issuance of such shares by the
Corporation, and all shares of Class B Common Stock surrendered for
conversion shall be retired, unless otherwise approved by the affirmative
vote of the holders of a majority of the outstanding shares of the Class A
Common Stock and Class B Common Stock entitled to vote, voting together as
a single class, as provided in Paragraph (B)(1) of this Article 4.
(6) No Preemptive Rights.
No holder of any issued and outstanding share of Class A Common
Stock, Class B Common Stock or Preferred Stock shall, as such holder, have
any preemptive right in or right to purchase or subscribe for, any new or
additional shares of Class A Common Stock, Class B Common Stock and/or
Preferred Stock, or any shares of any other class or series of capital
stock, or any obligations or other rights or options to subscribe for or
purchase, any capital stock of any class of series, whether now or
hereinafter authorized and whether issued by the corporation for cash or
other consideration or by way of dividends or other distribution.
Article 5
The number of directors constituting the Corporation's initial
Board of Directors shall be two (2), and thereafter the number of
directors shall be such number (one or more) as may be fixed from time to
time or at any time by, or in the manner provided in, the Corporation's
Bylaws. The names of the two (2) initial directors are as follows:
John Swendrowski
Leroy Miles
Article 6
The address of the initial registered office of the Corporation
is c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, in Milwaukee County. The name of the Corporation's initial
registered agent at such address is Jeffrey J. Jones.
Article 7
These Articles of Incorporation may be amended pursuant to the
Bylaws of this Corporation and as authorized by law at the time of
amendment.
Article 8
The name and address of the sole incorporator of this
Corporation is Todd B. Pfister, c/o Foley & Lardner, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
September 18, 1995
Northland Cranberries, Inc.
800 First Avenue South
P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
Gentlemen:
We have acted as counsel for Northland Cranberries, Inc., a
Wisconsin corporation (the "Company"), in conjunction with the preparation
of a Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
400,000 shares of the Company's Class A Common Stock, $0.01 par value
(the "Class A Common Stock"), which may be issued pursuant to the
Northland Cranberries, Inc. 1995 Stock Option Plan (the "Plan").
We have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Company's Articles of Incorporation and Bylaws, as
amended to date; (iv) resolutions of the Company's Board of Directors
relating to the Plan; and (v) such other documents and records as we have
deemed necessary to enable us to render this Opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The Class A Common Stock, when issued and paid for in the
manner set forth in the Plan, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership
thereof, except with respect to wage claims of employees of the Company
for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
Jeffrey J. Jones, a partner in the law firm Foley & Lardner, is
a director of the Company.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within
the category of persons whose consent is required by Section 7 of said
Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Northland Cranberries, Inc. and subsidiary on Form S-8 of our
report dated June 6,1995, incorporated by reference in the Annual Report
on Form 10-K of Northland Cranberries, Inc. and subsidiary for the year
ended March 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
September 11, 1995
