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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 1996
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTRANET SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1652566
(IRS Employer Identification No.)
9625 WEST 76TH STREET, SUITE 150
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices)
1994 - 1997 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
ROBERT F. OLSON
INTRANET SOLUTIONS, INC.
9625 WEST 76TH STREET, SUITE 150
EDEN PRAIRIE, MINNESOTA 55344
(612) 903-2000
(Name, address and telephone number of agent for service)
Copies to:
WILLIAM M. MOWER, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (no 10,000,000
par value per share) shares $2.56 $25,600,000 $8,827.59
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on the NASDAQ National Market System on September 4,
1996.
Exhibit Index at Page 7
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of the Registrant's Form 10-KSB for the fiscal year ended
July 31, 1995.
(b) The contents of the Registrant's Form 8-K, dated August 8, 1996.
(c) The contents of the Registrant's Form 10-QSB for the second quarter
ended June 30, 1996.
(d) The contents of the Registrant's Definitive Proxy Statement dated July
5, 1996.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
The Company's authorized capital stock consists of 50,000,000 shares of
common stock, $.01 par value. There are currently 29,762,425 shares of Common
Stock outstanding and 8,352,804 shares reserved for issuance upon exercise of
outstanding options and warrants.
There are no preemptive, subscription, conversion or redemption rights
pertaining to the Common Stock. The absence of preemptive rights could result
in a dilution of the interest of existing shareholders should additional shares
of Common Stock be issued. Holders of the Common Stock are entitled to receive
such dividends as may be declared by the registrant's Board of Directors out of
assets legally available therefore, and to share ratably in the assets of the
registrant available upon liquidation.
Each share of Common Stock is entitled to one vote for all purposes.
Accordingly, the holders of more than fifty percent of all of the outstanding
shares of Common Stock can elect all of the directors. Significant corporate
transactions such as mergers, sales of assets and dissolution or liquidation
require approval by the affirmative vote of the majority of the outstanding
shares of Common Stock. Other matters to be vote upon by the holders of Common
Stock normally require the affirmative vote of a majority of the shares present
or represented by proxy at the particular shareholders' meeting. The Company's
directors and officers as a group beneficially own approximately 66.8% of the
outstanding Common Stock of the Company. Accordingly, such persons will
continue to be able to substantially control the Company's affairs, including,
without limitation, the sale of equity or debt securities of the Company, the
appointment of officers, the determination of officers' compensation and the
determination whether to cause a registration statement to be filed.
The rights of holders of the shares of Common Stock may become subject in
the future to prior and superior rights and preferences in the event the
registrant's Board of Directors establishes one or more
additional classes of Common Stock, or one or more additional series of
Preferred Stock. The registrant's Board of Directors has no present plan to
establish any such additional class or series.
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The registrant is governed by the provisions of Sections 302A.671 and
302A.673 of the Minnesota Business Corporation Act. In general, Section
302A.671 provides that the shares of a corporation acquired in a "control share
acquisition" have no voting rights unless voting rights are approved in a
prescribed manner. A "control share acquisition" is an acquisition, directly
or indirectly, of beneficial ownership of shares that would, when added to all
other shares beneficially owned by the acquiring person, entitle the acquiring
person to have voting power of 20% or more in the election of directors. In
general, Section 302A.673 prohibits a publicly-held Minnesota corporation from
engaging in a "business combination" with an "interested shareholder" for a
period of four years after the date of the transaction in which the person
became an interested shareholder, unless the business combination is approved
in a prescribed manner. "Business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the interested
shareholder. An "interested shareholder" is a person who is the beneficial
owner, directly or indirectly, of 10% or more of the corporation's voting stock
or who is an affiliate or associate of the corporation and at any time within
four years prior to the date in question was the beneficial owner, directly or
indirectly, of 10% or more of the corporation's voting stock.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any
person made or threatened to be made a party to any proceeding by reason of the
former or present official capacity of such person against judgments,
penalties, fines, including, without limitation, excise taxes assessed against
such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorney's fees and disbursements, incurred by
such person in connection with the proceeding, if, with respect to the acts or
omissions of such person complained of in the proceeding, such person has not
been indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause
to believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed
that the conduct was in the best interests of the corporation, or in the case
of acts or omissions by persons in their capacity for other organizations,
reasonably believed that the conduct was not opposed to the best interests of
the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
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<S> <C>
4A. Articles of Incorporation of the registrant (incorporated herein by
reference as filed with the Securities and Exchange Commission in
connection with the Registrant's Definitive Proxy dated July 5, 1996)
4B. Bylaws of the Company (incorporated herein by reference as filed
with the Securities and Exchange Commission in connection with the
Registrant's Definitive Proxy dated July 5, 1996)
5. Opinion of Maslon Edelman Borman & Brand, P.L.L.P
23.1 Consent of Gelfond Hochstadt Pangburn & Co.
23.2 Consent of Lund Koehler Cox & Company, PLLP
23.3 Consent of Maslon Edelman Borman & Brand, P.L.L.P. (contained in Exhibit 5).
24. Power of Attorney (included on Page 6).
</TABLE>
Item 9. Undertakings.
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 of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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;
provided, however, that paragraphs (a)(1)(i)and (a)(1)(ii) do not apply if the
information required to included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 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 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 September 6,
1996.
INTRANET SOLUTIONS, INC.
Registrant
By /s/ Robert F. Olson
------------------------
Robert F. Olson
President
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of IntraNet Solutions, Inc.,
hereby severally constitute Jeffrey J. Sjobeck and William M. Mower, our true
and lawful attorney with full power to him, to sign for us and in our names, in
the capacities indicated below the registration statement filed herewith and
any amendments to said registration statement, and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable IntraNet Solutions, Inc. to comply with the provisions of the Securities
Act of 1933 as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
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<S> <C> <C>
/s/ Robert F. Olson Chairman of the Board, Chief September 6, 1996
- -------------------------- Executive Officer and President
Robert F. Olson (Principal Executive Officer)
/s/ Jeffrey J. Sjobeck Chief Financial Officer and Director September 6, 1996
- -------------------------- (Principal Financial and
Jeffrey J. Sjobeck Accounting Officer)
/s/ Ronald E. Eibensteiner Director September 6, 1996
- --------------------------
Ronald E. Eibensteiner
/s/ David D. Koentopf Director September 6, 1996
- --------------------------
David D. Koentopf
/s/ Henry Fong Director September 6, 1996
- --------------------------
Henry Fong
</TABLE>
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EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page No.
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<S> <C> <C>
5. Opinion of Maslon Edelman Borman & Brand, P.L.L.P. 8
23.1 Consent of Gelfond Hochstadt Pangburn & Co. 9
23.2 Consent of Lund Koehler Cox & Company, PLLP 10
23.3 Consent of Maslon Edelman Borman & Brand, P.L.L.P. (contained in Exhibit 5). 8
24. Power of Attorney (included on Signature page). 6
</TABLE>
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Exhibit 5
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[MASLON EDELMAN BORMAN & BRAND LETTERHEAD]
September 6, 1996
IntraNet Solutions, Inc.
9625 West 76th Street, Suite 150
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of IntraNet Solutions, Inc. (the "Company") in
connection with a Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement"), relating
to 10,000,000 shares of Common Stock, $.01 par value (the "Shares") issued or
to be issued by the Company pursuant to the terms of the Company's 1994-1997
Stock Option and Compensation Plan (the "Plan"). Upon examination of such
corporate documents and records as we have deemed necessary or advisable for
the purposes hereof and including and in reliance upon certain certificates by
the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan, and
when delivered against payment therefor in the manner contemplated by the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
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Exhibit 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
IntraNet Solutions, Inc., formerly known as MacGregor Sports & Fitness, Inc.
(the "Company"), on Form S-8 of our report dated November 30, 1995 (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's ability to continue as a going concern) appearing in the
Annual Report on Form 10-KSB of the Company for the year ended July 31, 1995,
which is part of this Registration Statement.
GELFOND HOCHSTADT PANGBURN & CO.
Denver, Colorado
September 3, 1996
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Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated May 14, 1996 included in the Definitive Proxy
of MacGregor Sports and Fitness, Inc. dated July 5, 1996 and to all references
to our Firm included in or made part of this Registration Statement.
LUND KOEHLER COX & COMPANY, PLLP,
Minneapolis, Minnesota
September 5, 1996
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