As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-_____
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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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TELIDENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 3661 41-1533060
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
TEN SECOND STREET N.E., SUITE 212
MINNEAPOLIS, MINNESOTA 55413
(Address, including Zip Code, of Principal Executive Offices)
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TELIDENT, INC.
1998 STOCK OPTION PLAN
(Full Title of the Plan)
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W. EDWARD MCCONAGHAY COPIES TO:
President and Chief Executive Officer BRIAN D. WENGER, ESQ.
Telident, Inc. BRETT D. ANDERSON, ESQ.
Ten Second Street N.E., Suite 212 DAVID H. MASON, ESQ.
Minneapolis, MN 55413 Briggs and Morgan
(612) 623-0911 Professional Association
(Name, Address, including Zip Code, 2400 IDS Center
and Telephone Number, including Area Minneapolis, MN 55402
Code, of Agent for Service) (612) 334-8400
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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TELIDENT, INC.
1998 STOCK OPTION PLAN 350,000 N/A N/A N/A
Options to purchase Common Stock................ 350,000 shares $1.625 $568,750 $158.11
Common Stock (par value $0.08)..................
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Telident, Inc. 1998 Stock
Option Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding shares of Common
Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the
high and low sales prices for such stock as reported by the Nasdaq SmallCap
Market on June 23, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this registration statement. Information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold:
* Annual Report on Form 10-KSB/A for the year ended June 30, 1998.
* Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1998, December 31, 1998 and March 31, 1999.
* Description of our common stock contained in our Registration
Statement on Form SB-2 (No. 333-04311) filed on May 22, 1996 (as
amended).
* Current Report on Form 8-K filed on August 19, 1998.
* Definitive Schedule 14A (Proxy Statement) filed on September 29,
1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of a
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, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
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 regarding such right of indemnification
and reference is made thereto for a complete statement of such indemnification
rights.
Article VII of Telident's Restated Articles of Incorporation eliminates
certain personal liability of the directors of Telident for monetary damages for
certain breaches of the directors' fiduciary duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to the Company's Annual Report on Form 10-KSB
for the year ended June 30, 1998).
4.2 Bylaws, as amended, of the Company (incorporated herein by
reference to the Company's Registration Statement on Form SB-2
(File No. 333-04311)).
4.3 Specimen form of the Company's Common Stock certificate
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 333- 04311)).
4.4 Form of Debenture issued pursuant to May 1993 Unit offering
(incorporated herein by reference to the Company's Annual Report on
Form 10-KSB for the year ended June 30, 1994).
4.5 Subscription and Purchase Agreement dated as of August 23, 1993
between the Company and Okabena Partnership K (incorporated herein
by reference to the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1994).
4.6 Conversion, Exercise, Subscription and Purchase Agreement dated as
of October 13, 1995 between the Company and Okabena Partnership K
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-99054)).
4.7 Form of Warrant issued pursuant to October 1995 Unit offering
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-99054)).
4.8 Promissory Note and Security Agreement dated February 3, 1995
between the Company and Norwest Credit, Inc. (incorporated herein
by reference to the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1995).
4.9 Form of May 1996 Bridge Loan Agreement, including form of
Promissory Note and Warrant Agreement (incorporated herein by
reference to the Company's Registration Statement on Form SB-2
(File No. 333-04311)).
4.10 Telident, Inc. Stock Option Plan of 1988, Form of Incentive Stock
Option Agreement and Form of Nonstatutory Stock Option Agreement
(incorporated herein by reference to the Company's Registration
Statement on Form S-8 (File No. 33-25922C)).
4.11 Form of Underwriter's Warrant issued on August 16, 1996
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 333-04311)).
4.12 Certificate of Designation of Series III Convertible Preferred
Stock (included in Exhibit 4.1).
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Independent Auditors' Consent.
24.1 Powers of Attorney (included on Signature Page).
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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; (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; and (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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 and State of Minnesota, on the 25th day
of June, 1999.
TELIDENT, INC.
By /s/ W. Edward McConaghay
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W. Edward McConaghay
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints W. Edward McConaghay as his true and lawful
attorney-in-fact and agent, with full power 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 SEC, 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 hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons on the dates and in the
capacities indicated.
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NAME TITLE DATE
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/s/ W. Edward McConaghay President, Chief Executive Officer and June 25, 1999
- ----------------------------- Director (Principal Executive Officer)
W. Edward McConaghay
/s/ W. Edward McConaghay Treasurer (Principal Accounting Officer June 25, 1999
- ----------------------------- and Principal Financial Officer)
W. Edward McConaghay
/s/ Mark W. Sheffert Chairman of the Board June 25, 1999
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Mark W. Sheffert
/s/ Scott R. Anderson Director June 25, 1999
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Scott R. Anderson
Director
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Willis K. Drake
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NAME TITLE DATE
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/s/ David F. Durenberger Director June 25, 1999
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David F. Durenberger
/s/ John D. Wunsch Director June 25, 1999
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John D. Wunsch
/s/ Mack V. Traynor, III Director June 25, 1999
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Mack V. Traynor, III
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to the Company's Annual Report on Form 10-KSB
for the year ended June 30, 1998).
4.2 Bylaws, as amended, of the Company (incorporated herein by
reference to the Company's Registration Statement on Form SB-2
(File No. 333-04311)).
4.3 Specimen form of the Company's Common Stock certificate
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 333- 04311)).
4.4 Form of Debenture issued pursuant to May 1993 Unit offering
(incorporated herein by reference to the Company's Annual Report on
Form 10-KSB for the year ended June 30, 1994).
4.5 Subscription and Purchase Agreement dated as of August 23, 1993
between the Company and Okabena Partnership K (incorporated herein
by reference to the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1994).
4.6 Conversion, Exercise, Subscription and Purchase Agreement dated as
of October 13, 1995 between the Company and Okabena Partnership K
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-99054)).
4.7 Form of Warrant issued pursuant to October 1995 Unit offering
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-99054)).
4.8 Promissory Note and Security Agreement dated February 3, 1995
between the Company and Norwest Credit, Inc. (incorporated herein
by reference to the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1995).
4.9 Form of May 1996 Bridge Loan Agreement, including form of
Promissory Note and Warrant Agreement (incorporated herein by
reference to the Company's Registration Statement on Form SB-2
(File No. 333-04311)).
4.10 Telident, Inc. Stock Option Plan of 1988, Form of Incentive Stock
Option Agreement and Form of Nonstatutory Stock Option Agreement
(incorporated herein by reference to the Company's Registration
Statement on Form S-8 (File No. 33-25922C)).
4.11 Form of Underwriter's Warrant issued on August 16, 1996
(incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (File No. 333-04311)).
4.12 Certificate of Designation of Series III Convertible Preferred
Stock (included in Exhibit 4.1).
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Independent Auditors' Consent.
24.1 Powers of Attorney (included on Signature Page).
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
June 25, 1999
Telident, Inc.
Ten Second Street N.E. Suite 212
Minneapolis, MN 55413
RE: TELIDENT, INC.
REGISTRATION STATEMENT ON FORM S-8
1998 STOCK OPTION PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 1933, as amended, of 350,000 shares of Common Stock to be issued under
the Telident, Inc. 1998 Stock Option Plan, we have examined such documents and
have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of this opinion and, based thereon, we advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1998 Stock Option Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Brian D. Wenger
-------------------------------------
Brian D. Wenger
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Telident, Inc. on Form S-8 of our report dated July 31, 1998, except as to Note
7 which is dated August 18, 1998, appearing in the Annual Report on Form
10-KSB/A of Telident, Inc. for the year ended June 30, 1998.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 25, 1999
