<PAGE>
As filed with the Securities and Exchange Commission on October 12, 1999
Registration No. 333-_____
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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Verdant Brands, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0848688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9555 James Avenue South
Suite 200
Bloomington, MN 55431-2543
(Address of principal executive offices) (Zip Code)
Consep, Inc. 1992 Stock Incentive Plan
(As Assumed by Verdant Brands, Inc.)
(Full title of the plan)
Consep, Inc. 1993 Stock Incentive Plan
(As Assumed by Verdant Brands, Inc.)
(Full title of the plan)
Consep, Inc. 1997 Stock Incentive Plan
(As Assumed by Verdant Brands, Inc.)
(Full title of the plan)
Mark Eisenschenk
Verdant Brands, Inc.
9555 James Avenue South
Suite 200
Bloomington, MN 55431-2543
(Name and address of agent for service)
(612) 703-3300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Proposed Proposed
securities Amount maximum offering maximum aggregate Amount of
being registered to be registered(1) price per share (2) offering price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.01 par value) 266,000 shares $2.3281 $675,149 $188
================================================================================================================
</TABLE>
(1) The number of shares being registered for each plan is as follows: 81,700
shares for the Consep, Inc. 1992 Stock Incentive Plan; 70,300 shares for the
Consep, Inc. 1993 Stock Incentive Plan; and 114,000 shares for the Consep, Inc.
1997 Stock Incentive Plan, all such plans as assumed by Verdant Brands, Inc. In
addition, pursuant to rule 416(c) 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 plans described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the Verdant Brands, Inc. common stock, as reported on the Nasdaq
National Market on October 6, 1999.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Verdant Brands, Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, as filed March 31, 1999;
(b) the Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 1999, as filed May 17, 1999, and for the quarter ended June 31, 1999,
as filed August 16, 1999;
(c) the Company's Current Report on Form 8-K, as filed August 26, 1999;
(d) the description of the Company's Common Stock, par value $0.01 per
share, contained in the Company's Registration Statement on Form 8-A filed on
November 29, 1990, SEC File No. 000-18921, and any amendment or report filed for
the purpose of updating such description filed prior to the termination of the
offering described herein.
All documents the Company has filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents.
Item 4. Description of Securities.
The description of the Company's capital stock is incorporated by reference
into this Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Minnesota statutes, the Company's Bylaws and an officers' and directors'
liability insurance policy maintained by the Company may limit the liability of
the Company's officers and directors. Section 302A.521, subd. 2, of the
Minnesota Statutes requires the Company to indemnify a person made or threatened
to be made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company, against judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding with respect to the same acts or omissions if
such person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties or fines; (2) acted in good
faith; (3) received no improper personal benefit, and statutory procedure has
been followed in the case of any conflict of interest by a director; (4) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and (5) in the case of acts or omissions occurring in the person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, board committee member or
employee, reasonably believed that the conduct was in the best interests of the
Company, or, in the case of performance by a director, officer or employee of
the Company involving service as a director, officer, partner, trustee, employee
or agent of another organization or employee benefit plan, reasonably believed
that the conduct
<PAGE>
was not opposed to the best interests of the Company. In addition, Section
302A.521, subd. 3, requires payment by the Company, upon written request, of
reasonable expenses in advance of final disposition of the proceeding incertain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders, or by a court.
The Restated Bylaws of the Company provide that the officers and directors
of the Company and certain others shall be indemnified to substantially the same
extent permitted by Minnesota law. The Company maintains a standard policy of
officers' and directors' liability insurance.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company, as amended to
date (incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-18, SEC File No. 33-36205-C).
4.2 Amendment to the Company's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's Current
Report on Form 8-K, dated July 15, 1998, SEC File No. 0-18921).
4.3 Amendment to the Company's Restated Articles of Incorporation,
dated December 7, 1998 (incorporated by reference to Exhibit 3.3
of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, SEC File No. 0-18921).
4.4 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3.4 of the Company's Registration Statement
on Form S-18, SEC File No. 33-36205-C).
4.5 Specimen certificate of Common Stock, $.01 par value (incorporated
by reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-18, SEC File No. 33-36205-C).
5.1 Opinion of Dorsey & Whitney LLP regarding legality of securities.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For determining any liability under the Securities Act of 1933, as
amended (the "Securities Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
<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 Bloomington, State of Minnesota, on October 11,1999.
Verdant Brands, Inc.
By: /s/ Stanley Goldberg
---------------------------------
Stanley Goldberg
Chairman and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 11, 1999.
SIGNATURE
---------
/s/ Stanley Goldberg
- -----------------------------------
Stanley Goldberg
Chairman and CEO (principal executive officer)
/s/ Mark G. Eisenschenk
- -----------------------------------
Mark G. Eisenschenk
Executive Vice President and Chief Financial
Officer (principal financial and accounting officer)
*
- -----------------------------------
Gordon F. Stofer
Director
*
- -----------------------------------
Robert W. Fischer
Director
*
- -----------------------------------
Donald E. Lovness
Director
*
- -----------------------------------
Richard Mayo
Director
*
- -----------------------------------
Dr. Franklin Pass
Director
*
- -----------------------------------
John F. Hetterick
President, COO and Director
*
- -----------------------------------
Frederick F. Yanni, Jr.
Director
*By: /s/ Stanley Goldberg
- -----------------------------------
Stanley Goldberg
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Page
----
4.1 Restated Articles of Incorporation of the Company, as amended to
date (incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-18, SEC File No. 33-36205-C).
4.2 Amendment to the Company's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's
Current Report on Form 8-K, dated July 15, 1998, SEC File No.
0-18921).
4.3 Amendment to the Company's Restated Articles of Incorporation,
dated December 7, 1998 (incorporated by reference to Exhibit 3.3
of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, SEC File No. 0-18921).
4.4 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3.4 of the Company's Registration Statement
on Form S-18, SEC File No. 33-36205-C).
4.5 Specimen certificate of Common Stock, $.01 par value
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-18, SEC File No. 33-36205-C).
5.1 Opinion of Dorsey & Whitney LLP regarding legality of securities.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[Opinion of Dorsey & Whitney LLP]
Verdant Brands, Inc.
9555 James Avenue South
Suite 200
Bloomington, MN 55431-2543
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Verdant Brands, Inc., a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale by the Company from time to time
of up to 266,000 shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares"), upon the exercise of the options (the "Options") under
the terms of the Consep, Inc. 1992 Stock Incentive Plan, Consep, Inc. 1993 Stock
Incentive plan and Consep, Inc. 1997 Stock Incentive Plan (as assumed by the
Company in connection with the merger of a subsidiary of the Company with and
into Consep, Inc. (the "Merger")) (the "Plans").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
<PAGE>
Based on the foregoing, we are of the opinion that the Shares to be issued
by the Company upon exercise of the Options have been duly authorized and, upon
issuance, delivery and payment therefor in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Minnesota Business
Corporation Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: October 8, 1999.
Very truly yours,
/s/ Dorsey & Whitney LLP
FV
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Verdant Brands, Inc. (the Company) on Form S-8 of the report of Deloitte &
Touche LLP dated March 26, 1999, appearing in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1998, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 8, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stanley Goldberg and Mark G.
Eisenschenk, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Verdant Brands,
Inc., and any and all amendments thereto, including post-effective amendments,
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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for such attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof on October 11,
1999.
SIGNATURE
---------
- -----------------------------------
Stanley Goldberg
Chairman and CEO (principal executive officer)
- -----------------------------------
Mark G. Eisenschenk
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
/s/ Gordon F. Stofer
- -----------------------------------
Gordon F. Stofer
Director
/s/ Robert W. Fischer
- -----------------------------------
Robert W. Fischer
Director
/s/ Donald E. Lovness
- -----------------------------------
Donald E. Lovness
Director
/s/ Richard Mayo
- -----------------------------------
Richard Mayo
Director
/s/ Dr. Franklin Pass
- -----------------------------------
Dr. Franklin Pass
Director
/s/ John F. Hetterick
- -----------------------------------
John F. Hetterick
President, COO and Director
/s/ Frederick F. Yanni, Jr.
- -----------------------------------
Frederick F. Yanni, Jr.
Director
