<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1995
REGISTRATION NO. 33-
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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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FSI INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1223238
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
322 LAKE HAZELTINE DRIVE 55318
CHASKA, MINNESOTA (Zip Code)
(Address of Principal Executive Offices)
FSI INTERNATIONAL, INC.
DIRECTORS' NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
JOEL A. ELFTMANN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
322 LAKE HAZELTINE DRIVE
CHASKA, MINNESOTA 55318
(Name and address of agent for service)
(612) 448-5440
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED/(1)/ PER SHARE/(2)/ OFFERING PRICE/(2)/ FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 100,000 Shares/(1)/ $23.83 $2,383,000 $821.65
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</TABLE>
/(1)/ This Registration Statement relates to an additional 100,000 shares of
Common Stock to be offered pursuant to the FSI International, Inc.
Directors Non-Statutory Stock Option Plan, for which 50,000 shares of
Common Stock previously have been registered pursuant to the Registrant's
Registration Statement, Registration No. 33-39919.
/(2)/ Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h) under the Securities Act of
1933, as amended, based on the average of the high and low sale prices
per share of the Registrant's Common Stock as quoted on the NASDAQ
National Market on July 5, 1995.
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
All of the contents of the Registrant's Registration Statement on Form
S-8, Registration No. 33-39919, previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on April 11, 1991, is incorporated in
this Registration Statement by reference and made a part hereof.
ITEM 8. EXHIBITS (REQUIRED OPINIONS AND CONSENTS).
Exhibit Description
------- -----------
5 Opinion of Faegre & Benson Professional Limited Liability
Partnership.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Faegre & Benson Professional Limited Liability
Partnership (included in Exhibit 5).
II-1
<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 June 27,
1995.
FSI INTERNATIONAL, INC.
By: \s\Benno G. Sand
-----------------------------------
Benno G. Sand
Executive Vice President,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
Each of the undersigned hereby appoints Joel A. Elftmann, Benno G. Sand and
J. Wayne Stewart, and each of them (with full power to act alone), as attorneys
and agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
(including post-effective amendments) and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary or
desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
Chairman, President, Chief June 27, 1995
\s\ Joel A. Elftmann Executive Officer, and Director
- --------------------------- (Principal Executive Officer)
Joel A. Elftmann
\s\ Benno G. Sand Executive Vice President, Chief June 27, 1995
- --------------------------- Financial Officer, and Secretary
Benno G. Sand (Principal Financial and Accounting
Officer)
\s\ James A. Bernards Director June 27, 1995
- ---------------------------
James A. Bernards
\s\ Neil R. Bonke Director June 27, 1995
- ---------------------------
Neil R. Bonke
\s\ Terrence W. Glarner Director June 27, 1995
- ---------------------------
Terrence W. Glarner
\s\ Robert E. Lorenzini Director June 27, 1995
- ---------------------------
Robert E. Lorenzini
\s\ William M. Marcy Director June 27, 1995
- ---------------------------
William M. Marcy
\s\ Charles R. Wofford Director June 27, 1995
- ---------------------------
Charles R. Wofford
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
- -------
5 Opinion of Faegre & Benson Professional Limited Liability Partnership
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Faegre & Benson Professional Limited Liability Partnership
(included in Exhibit 5).
<PAGE>
Exhibit 5
July 7, 1995
FSI International, Inc.
322 Lake Hazeltine Drive
Chaska, Minnesota 55318
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") relating to the offering of up to an additional
100,000 shares of Common Stock, without par value, of FSI International, Inc., a
Minnesota corporation (the "Company"), pursuant to the Company's Directors Non-
Statutory Stock Option Plan (the "Plan"), we have examined such corporate
records and other documents, including the Registration Statement, and have
reviewed such matters of law as we have deemed relevant hereto, and, based upon
such examination and review, it is our opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of up to an additional 100,000 shares of Common Stock by the Company, and
that when issued and sold as contemplated in the Registration Statement and the
Plan, such shares will be legally issued, fully paid and nonassessable under the
current laws of the State of Minnesota.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON
Professional Limited Liability Partnership
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
FSI International, Inc.:
We consent to the use of our reports included or incorporated herein
by reference.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 7, 1995
