<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1996
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TRICORD SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1590621
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
2800 NORTHWEST BOULEVARD, PLYMOUTH, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
TRICORD SYSTEMS, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Gregory Barnum
Senior Vice President of Finance and
Administration and Chief Financial Officer
Tricord Systems, Inc.
2800 Northwest Boulevard
Plymouth, Minnesota 55441
(Name and address of agent for service)
(612) 557-9005
(Telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered (1) per share(2) offering price(2) fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.01
per share(3). . . . 3,112,387 shares 4.4483 13,844,750 $4,775
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</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers such indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions of the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options to
purchase shares previously granted pursuant to the 1995 Plan, on the basis
of the weighted average exercise price of such option grants and (ii) with
respect to options and incentive awards to be granted under the 1995 Plan,
on the basis of the average between the high and low reported sales prices
of the Registrant's Common Stock on May 24, 1996 on the national over-the-
counter market, as reported by the Nasdaq National Market.
(3) Each share of Common Stock includes a right to purchase a fractional share
of the Registrant's Series A Junior Preferred Stock, par value $.01 per
share.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1995 (File No. 0-21366); (2) the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1996; (3) all other reports filed by the
Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") since December 31, 1995; (4) the description of
the Company's Common Stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description (File No. 0-21366); and (5) the description of the preferred stock
purchase rights contained in the Company's Registration Statement on Form 8-A
(File No. 0-21366) including 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 deregisters 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 consolidated financial statements of the Company incorporated by
reference in this Registration Statement have been audited by Coopers & Lybrand
L.L.P., independent accountants, for the periods indicated in their reports
thereon, which are incorporated by reference or included in the Annual Report on
Form 10-K, as amended, for the year ended December 31, 1995. The consolidated
financial statements audited by Coopers & Lybrand L.L.P. have been incorporated
herein by reference in reliance on their report given on their authority as
experts in accounting and auditing. To the extent that Coopers & Lybrand L.L.P.
audits and reports on the financial statements and any financial statement
schedules of the Company issued at future dates, and consents to the use of
their reports thereon, such financial statements and schedules also will be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable - the Company's Common Stock, and the preferred stock
purchase rights attached thereto, 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.
2
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law provides generally that a
person sued as a director, officer, employee or agent of a corporation may be
indemnified by the corporation in nonderivative suits for expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. Indemnification of expenses (including attorney's fees)
is authorized in stockholder derivative suits where such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation and so long as he has not been found liable to the
corporation. Even in this latter instance, the court may determine that in view
of all the circumstances such person is entitled to indemnification for such
expenses as the court deems proper. Section 145 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as a director. The Company's
Bylaws provide that the Company shall indemnify its officers and directors and
may indemnify its employees and other agents to the fullest extent permitted by
law. The Company has entered into indemnification agreements with its directors
and executive officers containing provisions that are in some respects broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements require the Company, among
other things, to indemnify such directors and executive officers against certain
liabilities that may arise by reason of their status or service as directors or
executive officers (other than liabilities arising from certain claims initiated
by the director or executive officer, claims made not in good faith to enforce
or interpret the indemnification agreement and liabilities arising under Section
16(b) of the Securities Exchange Act of 1934) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. The Company believes that these agreements are necessary to
attract and retain qualified persons as directors and executive officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
3
<PAGE>
Item 8. EXHIBITS.
4.1* Certificate of Incorporation.
4.2* Bylaws.
4.3* Specimen form of the Company's Common Stock certificate.
4.4** Rights Agreement, dated as of October 25, 1994, between the Company
and Norwest Bank Minnesota, N.A.
5.1**** Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2**** Consent of Independent Accountants.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1*** Tricord Systems, Inc. 1995 Stock Incentive Plan.
- --------------------
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (File No. 33-48733).
** Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A (File No. 0-21366).
*** Incorporated by reference to the exhibits to the Company's Form 10-K, as
amended, for the period ending December 31, 1994 (File No. 0-21366).
**** Filed herewith.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
4
<PAGE>
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 range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) 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 (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 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<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 Minneapolis, State of Minnesota, on May 28, 1996.
TRICORD SYSTEMS, INC.
By: /s/ Gregory T. Barnum
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Gregory T. Barnum
Senior Vice President of Finance
and Administration and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John J. Mitcham and Gregory T. Barnum and each or
any one of them, his true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him and in his
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
attorneys-in-fact and agents, each acting alone, 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 might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 28, 1996
in the capacities indicated.
Signature Title
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/s/ John J. Mitcham President, Chief Executive Officer
- ------------------------------ (Principal Executive Officer) and Director
John J. Mitcham
/s/ Gregory T. Barnum Senior Vice President of Finance and
- ------------------------------ Administration and Chief Financial Officer
Gregory T. Barnum (Principal Financial Officer)
/s/ Marvin E. Dee Vice President of Finance and Treasurer
- ------------------------------ (Principal Accounting Officer)
Marvin E. Dee
/s/ Yuval Almog Chairman of the Board, Director
- ------------------------------
Yuval Almog
/s/ Jeffrey O. Henley Director
- ------------------------------
Jeffrey O. Henley
/s/ Donald L. Lucas Director
- ------------------------------
Donald L. Lucas
6
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INDEX TO EXHIBITS
Exhibit
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4.1* Certificate of Incorporation.
4.2* Bylaws.
4.3* Specimen form of the Company's Common Stock certificate.
4.4** Rights Agreement, dated as of October 25, 1994, between the Company
and Norwest Bank Minnesota, N.A.
5.1**** Opinion and Consent of Oppenheimer Wolff & Donnelly. . . . . . . . . .
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2**** Consent of Independent Accountants.. . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1*** Tricord Systems, Inc. 1995 Stock Incentive Plan.
- ----------------------
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (File No. 33-48733).
** Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A (File No. 0-21366).
*** Incorporated by reference to the exhibits to the Company's Form 10-K, as
amended, for the period ending December 31, 1994 (File No. 0-21366).
**** Filed herewith.
7
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Exhibit 5.1
May 28, 1996
Tricord Systems, Inc.
2800 Northwest Boulevard
Plymouth, MN 55441
RE: REGISTRATION STATEMENT ON FORM S-8
1995 STOCK INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel to Tricord Systems, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of 3,112,387
shares of its Common Stock, $0.01 par value (the "Shares"), pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1995 Stock
Incentive Plan (the "1995 Plan"), to be filed with the Securities and Exchange
Commission on May 29, 1996 (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:
<PAGE>
Tricord Systems, Inc.
May 28, 1996
Page 2
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the 1995 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 General Corporate Laws
of the State of Delaware 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,
OPPENHEIMER WOLFF & DONNELLY
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Tricord Systems, Inc. on Form S-8 of our reports dated January 24, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Tricord Systems, Inc. as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995, which reports are included or
incorporated by reference in the Company's Annual Report on Form 10-K, as
amended, for the year ended December 31, 1995. We also consent to the reference
to our Firm under the caption "Incorporation of Documents by Reference."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Minneapolis, Minnesota
May 22, 1996
