<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
REUTER MANUFACTURING, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0780999
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
----------------------
410 11th Avenue South
Hopkins, Minnesota 55343
(612) 935-6921
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
REUTER MANUFACTURING, INC.
----------------------
1997 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full title of the plan)
----------------------
WILLIAM H. JOHNSON
VICE PRESIDENT, CONTROLLER
AND SECRETARY
REUTER MANUFACTURING, INC.
410 11TH AVENUE SOUTH
HOPKINS, MINNESOTA 55343
(612) 935-6921
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED (1) SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------ --------------------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.1875 per share. . . . . . 125,000 shares $.8750 $109,375 $33
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described in the Reuter Manufacturing, Inc. 1997 Non-Employee
Director Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average between the high and low reported
bid prices of the Registrant's Common Stock on August 13, 1998, as reported
by the local over-the-counter market under the symbol "RTMF."
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Reuter Manufacturing, Inc. (the
"Company" or the "Registrant") (File No. 0-1561) with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement: (1) Annual Report on Form 10-KSB for the year ended
December 31, 1997; (2) Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1998 and June 30, 1998; (3) all other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since June 30, 1998; (4) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A and
any amendments or reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock 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.
The financial statements and financial statement schedule of the
Company as of and for the years ended December 31, 1997 and 1996, incorporated
by reference in this Registration Statement, have been audited by
PricewaterhouseCoopers LLP, independent accountants, which reports are included
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
1997. The financial statements and financial statement schedule have been
incorporated herein by reference in reliance on the report of
PricewaterhouseCoopers LLP, given on the authority of that firm as experts in
accounting and auditing. To the extent that PricewaterhouseCoopers LLP audits
and reports on the financial statements of the Company issued at future dates,
and consents to the use of their report thereon, such financial statements will
also be incorporated by reference in the Registration Statement in reliance upon
their report and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable - The Company's Common Stock to be offered pursuant to
this Registration Statement has been registered under Section 12 of the Exchange
Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota business corporation shall indemnify any director, officer,
employee or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms
2
<PAGE>
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights. Article XIV of the
Company's Amended and Restated Articles of Incorporation limits the liability
of its directors to the fullest extent permitted by the Minnesota Business
Corporation Act. In addition, Article VII of the Company's Bylaws provides
that the Company will indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent, as
permitted by the Minnesota Business Corporation Act.
The Company maintains directors' and officers' liability
insurance, including a reimbursement policy in favor of the Company.
The foregoing represents a summary of the general effect of the
Minnesota Business Corporation Act, the Company's Articles of Incorporation and
the Company's directors and officers liability insurance coverage for purposes
of general description only.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable - no securities are to be re-offered or resold
pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995 (File No. 0-1561)).
4.2 Amended Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 0-1561)).
4.3 Form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990 (File No. 0-1561)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).
24.1 Power of Attorney (included on page 5 of this Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering
3
<PAGE>
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 if, in the aggregate, the changes
in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (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 with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, 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 of 1933 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.
4
<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 Hopkins and State of Minnesota, on
August 4, 1998.
REUTER MANUFACTURING, INC.
By /s/ Michael J. Tate
-----------------------------------------
Michael J. Tate
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Tate and William H. Johnson, and each
of them, as his or her true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 4,
1998 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
- ---------------------- -----------------------------------
<S> <C>
/s/ James W. Taylor Chairman of the Board and Director
- -------------------------------
James W. Taylor
/s/ Michael J. Tate President, Chief Executive Officer, Chief
- ------------------------------- Financial Officer and Director (Principal
Michael J. Tate Executive and Financial Officer)
/s/ William H. Johnson Vice President, Controller and Secretary
- ------------------------------- (Principal Accounting Officer)
William H. Johnson
/s/ Edward E. Strickland Director
- -------------------------------
Edward E. Strickland
/s/ Kenneth E. Daugherty Director
- -------------------------------
Kenneth E. Daugherty
/s/ M. Karen Gilles Director
- -------------------------------
M. Karen Gilles
/s/ Robert W. Heller Director
- -------------------------------
Robert W. Heller
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION METHOD OF FILING
------ ----------------------------- ----------------------------------
<S> <C> <C>
4.1 Restated Articles of Incorporated by reference to
Incorporation, Exhibit 3.1 to the Company's
as amended . . . . . . . . Annual Report on Form 10-KSB for
the fiscal year ended December 31,
1995 (File No. 0-1561).
4.2 Amended Bylaws of the Incorporated by reference to
Company . . . . . . . . . . Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the
fiscal year ended December 31,
1990 (File No. 0-1561).
4.3 Form of the Company's Common Incorporated by reference to
Stock Certificate . . . . . Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1990 (File
No. 0-1561).
5.1 Opinion and Consent of Filed herewith electronically.
Oppenheimer Wolff &
Donnelly . . . . . . . . .
23.1 Consent of Oppenheimer Wolff Included in Exhibit 5.1.
& Donnelly . . . . . . . .
23.2 Consent of Filed herewith electronically.
PricewaterhouseCoopers
LLP . . . . . . . . . . .
24.1 Power of Attorney . . . . . Included on page 5 of this
Registration Statement.
</TABLE>
6
<PAGE>
EXHIBIT 5.1
August 19, 1998
Reuter Manufacturing, Inc.
410 - 11th Avenue South
Hopkins, Minnesota 55343
RE: Registration Statement on Form S-8
1997 Non-Employee Director Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Reuter Manufacturing, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 125,000
shares of its Common Stock, $.1875 par value (the "Shares"), pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1997 Non-Employee
Director Stock Option Plan (the "Option Plan"), to be filed with the Securities
and Exchange Commission on August 19, 1998 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
<PAGE>
Reuter Manufacturing, Inc.
August 19, 1998
Page 2
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Option Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than the laws of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
- -----------------------------------
Oppenheimer Wolff & Donnelly LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 22, 1998, on our audits of the financial
statements and financial statement schedule of Reuter Manufacturing, Inc. We
also consent to the references to our firm under the caption "Item 3.
Incorporation of Documents by Reference."
/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 19, 1998
