<PAGE> 1
As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-
-----
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
TRICORD SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1590621
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2905 NORTHWEST BOULEVARD
SUITE 20 55441
PLYMOUTH, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
-----------------------
TRICORD SYSTEMS, INC. 1998 STOCK INCENTIVE PLAN
and
TRICORD SYSTEMS, INC. 1998 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plans)
-----------------------
JOHN J. MITCHAM
CHAIRMAN AND CO-CHIEF EXECUTIVE OFFICER
2905 NORTHWEST BOULEVARD
SUITE 20
PLYMOUTH, MINNESOTA 55441
(612) 557-9005
(Name, address 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>
============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED (1) REGISTERED (2)(3) PRICE PER SHARE (4) OFFERING PRICE (4) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 7,450,000 shares $10.38 $77,336,000 $20,415.38
============================================================================================================================
</TABLE>
(1) 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.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be offered and sold as a
result of anti-dilution provisions described in the above-referenced plans.
(3) Represents the increase in the total number of shares reserved for issuance
under the Tricord Systems, Inc. 1998 Stock Incentive Plan and the Tricord
Systems, Inc. 1998 Non-Employee Director Stock Plan. An aggregate of
1,887,240 shares has been previously registered under a Registration
Statement on Form S-8 (Reg. No. 333-58195).
(4) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act on the basis of the average high and low reported sales
prices of Tricord Systems' common stock on May 9, 2000, as reported on the
Nasdaq Small Cap Market.
<PAGE> 2
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 7,000,000 shares of common stock, par
value $0.01 per share, of Tricord Systems reserved for issuance under the
Tricord Systems, Inc. 1998 Stock Incentive Plan (the "Incentive Plan") and an
additional 450,000 shares of common stock, par value $0.01 per share, of Tricord
Systems reserved for issuance under the Tricord Systems, Inc. 1998 Non-Employee
Director Stock Plan (the "Director Plan"), for an aggregate of 7,450,000
additional shares.
In December 1998 and January 1999, the Board of Directors of Tricord
Systems voted to increase the number of shares reserved for issuance under the
Incentive Plan by an aggregate of 4,000,000 shares. In January 1999, the Board
of Directors also voted to increase the number of shares reserved for issuance
under the Director Plan by 200,000 shares. These initial increases were approved
by the stockholders of Tricord Systems on March 17, 1999. In March 2000, the
Board of Directors of Tricord Systems voted to increase the number of shares
reserved for issuance under the Incentive Plan and Director Plan by an
additional 3,000,000 shares and 250,000 shares, respectively. Tricord Systems
expects that these additional increases will be approved by the stockholders of
Tricord Systems at the annual meeting of the stockholders of Tricord Systems on
May 18, 2000. Tricord Systems will not issue the additional 3,000,000 shares
under the Incentive Plan or the additional 250,000 shares under the Director
Plan until such time as stockholder approval of such increases is received.
Pursuant to Instruction E, the contents of Tricord Systems' Registration
Statement on Form S-8, File No. 333-58195, including without limitation periodic
reports that Tricord Systems filed, or will file, after the filing of such Form
S-8 to maintain current information about Tricord Systems are hereby
incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (see page 2)
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
- --- ---- ----------------
<S> <C> <C>
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP.............. Filed herewith.
23.1 Consent of Oppenheimer Wolff & Donnelly LLP.............. Included in Exhibit 5.1.
23.2 Consent of PricewaterhouseCoopers LLP.................... Filed herewith.
24.1 Powers of Attorney....................................... Included on page 2 of this Registration Statement.
</TABLE>
1
<PAGE> 3
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
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 Plymouth, State of Minnesota.
Dated: May 10, 2000 TRICORD SYSTEMS, INC.
-----------------------
By: /s/ John J. Mitcham
-------------------------------------
John J. Mitcham
Chairman and Co-Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints John
J. Mitcham and John F. Gribi, and either of them, his true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for 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 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 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
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on May 10, 2000 by the following
persons in the capacities indicated.
Signature Title
/s/ John J. Mitcham Chairman and Co-Chief Executive Officer
- ------------------------------- (Principal Executive Officer and Director)
John J. Mitcham
/s/ John F. Gribi Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
John F. Gribi
/s/ Yuval Almog
- ------------------------------- Director
Yuval Almog
/s/ Tom R. Dillon
- ------------------------------- Director
Tom R. Dillon
/s/ Donald L. Lucas
- ------------------------------- Director
Donald L. Lucas
/s/ Fred G. Moore
- ------------------------------- Director
Fred G. Moore
2
<PAGE> 1
EXHIBIT 5.1
May 10, 2000
Tricord Systems, Inc.
2905 Northwest Boulevard
Suite 20
Plymouth, MN 55441
RE: TRICORD SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
We have acted as counsel to Tricord Systems, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of an additional
7,000,000 shares of common stock, $.01 par value per share (the "Common Stock"),
of the Company issuable under the Company's 1998 Stock Incentive Plan and an
additional 450,000 shares of Common Stock (together with the 7,000,000 shares of
Common Stock, the "Shares") issuable under the Company's 1998 Non-Employee
Director Stock Plan (together with the Company's 1998 Stock Incentive Plan, the
"Plans" and each a "Plan") pursuant to a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on May 10, 2000 (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 genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all 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 stated
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.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the applicable Plan as set forth 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.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 17, 2000 relating the
financial statements and financial statement schedule of Tricord Systems, Inc.,
which appears in Tricord Systems, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1999.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 10, 2000
