SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Eagle Pacific Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1642846
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
(Address of Principal Executive Office and Zip Code)
Eagle Pacific Industries, Inc. 1997 Stock Option Plan
(Full Title of the Plan)
William H. Spell
Chief Executive Officer
333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
(612) 305-0339
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel A. Yarano
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
1997 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1997 Plan 1,200,000 shares $13.1875 $15,825,000 $4,178
-----
TOTAL: $4,178
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on April 4, 2000.
<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1997 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 333-26047, are
incorporated herein by reference.
SIGNATURES
The Registrant. 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 and State of Minnesota, on the 10th
day of April, 2000.
EAGLE PACIFIC INDUSTRIES, INC.
(the "Registrant")
By /s/ William H. Spell
William H. Spell
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints William H. Spell and
Roger R. Robb his true and lawful attorney-in-fact and agent, 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 the Form S-8 Registration
Statement of Eagle Pacific Industries, Inc. relating to the Company's 1997 Stock
Option Plan and any or all amendments or post-effective amendments to the Form
S-8 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 and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
<PAGE>
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/s/ William H. Spell Chief Executive Officer April 10, 2000
William H. Spell (principal executive officer)
/s/ Roger R. Robb Chief Financial Officer April 10, 2000
Roger R. Robb (principal financial and
accounting officer)
/s/ Harry W. Spell Chairman and Director April 10, 2000
Harry W. Spell
/s/ Bruce A. Richard Vice Chairman and Director April 10, 2000
Bruce A. Richard
/s/ George R. Long Director April 10, 2000
George R. Long
/s/ R. W. Perkins Director April 10, 2000
Richard W. Perkins
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EAGLE PACIFIC INDUSTRIES, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
23.3 Consent of former independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
April 10, 2000
Eagle Pacific Industries, Inc.
333 South Seventh Street
Minneapolis, Minnesota 55402
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Eagle Pacific Industries, Inc.
(the "Company") in connection with the original registration by the Company on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act") of options and 1,200,000 additional shares (the "Shares") of
Common Stock issuable pursuant to the Company's 1996 Stock Option Plan (the
"Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors of the Company pertaining to the adoption of the
Plan and the increase in the number of shares reserved for
issuance thereunder.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
<PAGE>
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Daniel A. Yarano
Daniel A. Yarano
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated February 4, 2000, except for the
first paragraph of Note 4, as to which the date is March 13, 2000, relating to
the financial statements and financial statement schedule which appear in Eagle
Pacific Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 10, 2000
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Eagle Pacific Industries, Inc. on Form S-8 relating to the 1997 Stock Option
Plan of our report dated March 9, 1999, appearing in the Annual Report on Form
10-K of Eagle Pacific Industries, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
April 10, 2000
