As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LIFE USA HOLDING, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1578384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Address, including zip code,
of issuer's principal executive offices)
--------------------
LIFE USA HOLDING, INC.
1990 STOCK OPTION PLAN
(Full title of the plan)
--------------------
Robert W. MacDonald, Chief Executive Officer
Life USA Holding, Inc.
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Name and address, including zip code and telephone number,
including area code, of agent for service)
--------------------
COPIES TO:
Catherine A. Bartlett
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Amount of
be Registered Registered (1) Offering Price per Share (2) Maximum Registration Fee
Aggregate
Offering Price
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock Par 1,000,000 $10.50 $10,500,000 $3,465.00
Value $.01
================================================================================================================================
</TABLE>
(1) Represents an additional 1,000,000 shares of Common Stock hereby
reserved for issuance under the 1990 Stock Option Plan (the "Plan"). The number
of shares of Common Stock stated above may be adjusted in accordance with the
provisions of the Plan in the event that, during the period the Plan is in
effect there is effected any increase or decrease in the number of issued shares
of Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares effected without receipt of consideration by the Company. Accordingly,
this Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by reason of
any such events may be issued in accordance with the provisions of the Plan.
(2) Estimated by the registrant solely for the purpose of calculating
the amount of registration fee for the additional shares registered hereby,
based on the average of the high and low prices of the Company's Common Stock as
reported on the Nasdaq National Market tier of the Nasdaq Stock Market on May 2,
1997.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
In connection with the registration of additional shares of the Common
Stock of Life USA Holding, Inc. issuable under its 1990 Stock Option Plan, and
in accordance with Instruction E to Form S-8, the contents of Registration
Statement No. 33-81444 filed with the Securities and Exchange Commission on July
11, 1994, Registration Statement No. 33-85768 filed with the Securities and
Exchange Commission on October 31, 1994, and Registration Statement No. 33-34482
filed with the Securities and Exchange Commission on May 2, 1996, are hereby
incorporated by reference herein.
ITEM 8. EXHIBITS.
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Minneapolis, State of Minnesota, on May 8, 1997.
Life USA Holding, Inc.
By: /s/
Robert W. MacDonald
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Chief Executive Officer May 8, 1997
- ------------------------------------ (Principal Executive Officer)
Robert W. MacDonald and Director
/s/ Executive Vice President, May 8, 1997
- ------------------------------------ Chief Financial Officer,
Mark A. Zesbaugh Treasurer and Secretary
(Principal Accounting Officer
and Director)
*
- ------------------------------------ Director
Hugh Alexander
*
- ------------------------------------ Director
Jack H. Blaine
*
- ------------------------------------ Director
Joseph W. Carlson
*
- ------------------------------------ Director
Margery G. Hughes
*
- ------------------------------------ Director
Barbara J. Lautzenheiser
*
- ------------------------------------ Director
Robert J. Oster
*
- ------------------------------------ Director
Daniel J. Rourke
*
- ------------------------------------ Director
Ralph Strangis
*
- ------------------------------------ Director
Donald J. Urban
</TABLE>
*Mark A. Zesbaugh, pursuant to Powers of Attorney executed by each of
the directors above whose name is marked by a "*," by signing his name hereto
does hereby sign and execute this Registration Statement of Life USA Holding,
Inc. on behalf of each such director.
INDEX TO EXHIBITS
Sequentially
Numbered
Page
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
May 8, 1997 EXHIBIT 5
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
RE: LIFE USA HOLDING, INC.
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission by Life USA Holding, Inc. (the "Company") covering up to
1,000,000 additional shares of common stock, par value $.01, (the "Common
Stock"), reserved for issuance under the Company's 1990 Stock Option Plan (the
"Plan").
We have acted as counsel to the Company and, as such, have examined the
Company's Articles of Incorporation, Bylaws and such other corporate records and
documents as we have considered relevant and necessary for the purposes of this
opinion. We have participated in the preparation and filing of the Registration
Statement. We are familiar with the proceedings taken by the Company with
respect to the authorization and proposed issuance of shares of Common Stock
pursuant to the offering contemplated by the Registration Statement.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Minnesota.
2. The Company has corporate authority to issue the shares of Common
Stock by the Registration Statement.
3. The additional 1,000,000 shares of Common Stock proposed to be
issued under the Plan described in the Registration Statement will, when sold
and paid for, be duly and validly issued, fully paid and non-assessable.
We hereby consent to the reference of our firm in the Registration
Statement.
Very truly yours,
KAPLAN, STRANGIS AND KAPLAN, P.A.
By /s/
Catherine A. Bartlett
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Life USA Holding, Inc. 1990 Stock Option
Plan for the registration of an additional 1,000,000 shares of common stock of
Life USA Holding, Inc. of our reports (a) dated January 31, 1997 with respect to
the consolidated financial statements of Life USA Holding, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996
and (b) dated March 25, 1997 with respect to the financial statement schedules
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
May 9, 1997
POWER OF ATTORNEY
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that LIFE USA HOLDING, INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints Robert W. MacDonald and Mark A.
Zesbaugh and each of them (with full power to each of them to act alone) its/his
true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and
its/his name, place and stead, in any and all capacities to sign, execute, affix
its/his seal thereto and file one or more Registration Statements on Form S-8 or
any other applicable form under the Securities Act of 1933, as amended, and
amendments thereto, including pre-effective and post-effective amendments, with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, relating to an additional 1,000,000 shares of the
Company's common stock, par value $.01, (the "Common Stock") reserved for
issuance with respect to the Company's Stock Option Plan, as amended.
There is hereby granted to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument and any of the undersigned directors may
execute this Power of Attorney by signing any such counterpart.
IN WITNESS WHEREOF, LIFE USA HOLDING, INC. has caused this Power of
Attorney to be executed in its name by its Senior Vice President, Chief
Financial Officer, Secretary and Treasurer on the 15th day of January, 1997.
LIFE USA HOLDING, INC.
By______/s/__________________________
Mark A. Zesbaugh, Senior Vice
President, Chief Financial Officer,
Secretary and Treasurer
The undersigned, directors of LIFE USA HOLDING, INC., have hereunto set
their hands as of the 15th day of January, 1997.
/s/ /s/
Hugh Alexander Robert J. Oster
/s/ /s/
Jack H. Blaine Daniel J. Rourke
/s/ /s/
Joseph W. Carlson Ralph Strangis
/s/ /s/
Margery G. Hughes Donald J. Urban
/s/ /s/
Barbara J. Lautzenheiser Mark A. Zesbaugh
/s/
Robert W. MacDonald
