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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
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.)
8091 WALLACE ROAD
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
1994-1997 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
ROBERT F. OLSON
INTRANET SOLUTIONS, INC.
8091 WALLACE ROAD
EDEN PRAIRIE, MINNESOTA 55344
(Name and Address of Agent or Service)
(612) 903-2000
(Telephone Number, Including Area Code of Agent for Service)
Copies to:
WILLIAM M. MOWER, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
90 SOUTH 7TH STREET
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 ($.01 600,000 $3.38 $2,028,000 $563.78
par value per share) shares
============================================================================================
</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 SmallCap on October 26, 1998.
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
March 31, 1998.
(b) The contents of the Registrant's Form 10-QSB for the quarter ended June
30, 1998.
(c) The contents of the Registrant's Form S-8, Registration Number
333-11489, filed on September 6, 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 23,999,650 shares of
undersignated shares, $.01 par value, 1,000,000 shares of Series A Preferred
Stock and 350 shares of Series B Preferred Stock. There are currently
9,639,436 shares of Common Stock outstanding and approximately 4.7 million
shares reserved for issuance upon exercise of outstanding options, warrants and
convertible securities, based upon conversion assuming a fair market value
price of $3.31, the closing price of the Common Stock on the Nasdaq SmallCap on
October 22, 1998. In addition, there are currently 170,000 shares of Series A
Preferred Stock outstanding and 210 shares of Series B Preferred Stock
outstanding.
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 voted 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 46.4% 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
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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.
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 8. Exhibits.
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, LLP
23.1 Consent of Lund Koehler Cox & Arkema, LLP
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Grant Thornton, LLP
23.4 Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit
5).
24. Power of Attorney (included on Page 6).
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
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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.
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 October 28, 1998.
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 Robert F. Olson and Jeffrey J. Sjobeck, and each of
them 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.
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<CAPTION>
NAME TITLE DATE
- ---- ---- ----
<S> <C> <C>
S/ Robert F. Olson Chairman of the Board, Chief October 28, 1998
- ------------------- Executive Officer and President
Robert F. Olson (Principal Executive Officer)
S/ Jeffrey J. Sjobeck Chief Financial Officer and Director October 28, 1998
- ---------------------- (Principal Financial and
Jeffrey J. Sjobeck Accounting Officer)
S/ Ronald E. Eibensteiner Director October 28, 1998
- -------------------------
Ronald E. Eibensteiner
S/ Paul R. Anderson Director October 28, 1998
- -------------------
Paul R. Anderson
</TABLE>
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<TABLE>
<S> <C> <C>
S/ Kenneth H. Holec Director October 28, 1998
- -------------------
Kenneth H. Holec
S/ Steven C. Waldron Director October 28, 1998
- --------------------
Steven C. Waldron
</TABLE>
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EXHIBITS
Exhibit Number Description of Exhibit Page No.
- -------------- ---------------------- --------
5. Opinion of Maslon Edelman Borman & Brand, LLP 8
23.1 Consent of Lund Koehler Cox & Arkema, LLP 9
23.2 Consent of Ernst & Young LLP 10
23.3 Consent of Grant Thornton LLP 8
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Exhibit 5
October 29, 1998
IntraNet Solutions, Inc.
Lake Corporate Center
8091 Wallace Road
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 an additional 600,000 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, LLP
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Exhibit 23.1
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
Company's Form 10-KSB for the fiscal year ended March 31, 1998 into this
Registration Statement on Form S-8.
LUND KOEHLER COX & ARKEMA, LLP
Minneapolis, Minnesota
October 29, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the IntraNet Solutions, Inc. 1994-1997 Stock Option and
Compensation Plan of our report dated June 30, 1997 with respect to the
consolidated financial statements of IntraNet Solutions, Inc. included in its
Annual Report (Form 10-KSB) for the year ended March 31, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
October 30, 1998
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Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 1, 1998 accompanying the
consolidated financial statements of IntraNet Solutions, Inc. and subsidiaries
included in the Annual Report on Form 10-KSB for the year ended March 31, 1998
which is incorporated by reference in this Registration Statement. We consent to
the incorporation by reference in the Registration Statement (Form S-8) of the
aforementioned report.
GRANT THORNTON LLP
Minneapolis, Minnesota
October 30, 1998
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