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As filed with the Securities and Exchange Commission on October 3, 2000
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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INTRANET SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1652566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7777 GOLDEN TRIANGLE DRIVE 55344
EDEN PRAIRIE, MINNESOTA (Zip Code)
(Address of principal executive offices)
INTRANET SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Robert F. Olson
President
IntraNet Solutions, Inc.
7777 Golden Triangle Drive
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(952) 903-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of Amount maximum Proposed maximum Amount of
securities to to be offering price Aggregate offering Registration
be registered registered per share (1) price (1) Fee
------------------------ ------------------ ----------------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, 750,000
$.01 par value shares $46.38 $34,785,000 $9,183.00
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(1) under the Securities Act of
1933, as amended, based on the average of the high and low sale prices per
share of the Registrant's Common Stock as quoted on the Nasdaq National
Market on September 26, 2000.
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INTRANET SOLUTIONS, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of IntraNet Solutions, Inc. (the "Company")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-19817), are, as of their respective dates, incorporated in this Registration
Statement by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000 (which incorporates by reference certain
portions of the Company's Definitive Proxy Statement for the
Company's August 30, 2000 Annual Meeting of Shareholders).
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
period covered by the Company's Annual Report on Form 10-K
referred to in (1) above.
3. The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A filed on
January 28, 1992 (Registration No. 0-19817) under the Exchange
Act and all amendments and reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article 6 of the Company's Amended and Restated By-laws, the
Company indemnifies its directors and officers to the extent permitted by
Minnesota Statutes Section 302A.521. Section 302A.521 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, settlement, and reasonable expenses, including attorneys' fees and
disbursements, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (1) has not been indemnified by
another organization or employee benefit plan for the same 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; (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
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capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of the Company, or in the case of performance
by a director, officer, employee or agent of the Company as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct 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 in certain instances. A decision as to required indemnification is
made by a majority of the disinterested Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities
Act, and is therefore unenforceable.
The Company also maintains a director and officer insurance policy to
cover the Company, its directors and its officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Second Amended and Restated Articles of Incorporation.(1)
4.2 Amended and Restated Bylaws.(2)
5 Opinion of Faegre & Benson LLP as to the legality of the shares being registered.
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement).
23.2 Consent of Grant Thornton LLP.
23.3 Consent of Grant Thornton LLP.
24 Powers of Attorney.
99 IntraNet Solutions, Inc. Employee Stock Purchase Plan.(3)
</TABLE>
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(1) Incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the period ended December 31, 1999 (File No 0-19817).
(2) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 22, 1997 (File No.
0-19817).
(3) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 29, 1999 (File No.
0-19817).
II-2
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ITEM 9. UNDERTAKINGS.
A. The Company 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. Notwithstanding the foregoing, any increase or
decrease in the 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 end 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 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, 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.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of 1933, the Company
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 Eden Prairie, State of Minnesota, on October 3,
2000.
INTRANET SOLUTIONS, INC.
By /s/ Robert F. Olson
---------------------------------------
Robert F. Olson
Chairman of the Board of Directors,
President and Chief Executive Officer
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 3, 2000.
Signature Title
--------- -----
/s/ Robert F. Olson
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Robert F. Olson Chairman of the Board of Directors, President and
Chief Executive Officer (Principal Executive Officer)
/s/ Gregg A. Waldon
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Gregg A. Waldon Chief Financial Officer, Treasurer, Secretary and
Director (Principal Financial Officer and Principal
Accounting Officer)
------------------------
Ronald E. Eibensteiner Director
*
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Kenneth H. Holec Director
*
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Steven C. Waldron Director
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* Gregg A. Waldon, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named officers and/or directors
of the Company pursuant to powers of attorney duly executed by such
persons.
By /s/ Gregg A. Waldon
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Gregg A. Waldon
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
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<S> <C> <C>
4.1 Second Amended and Restated Articles of Incorporation (1)......... Incorporated by
Reference
4.2 Amended and Restated Bylaws (2)................................... Incorporated by
Reference
5 Opinion of Faegre & Benson LLP as to the legality of the shares... Electronic
being registered. Transmission
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement)
23.2 Consent of Grant Thornton LLP..................................... Electronic
Transmission
23.3 Consent of Grant Thornton LLP..................................... Electronic
Transmission
24 Powers of Attorney................................................ Electronic
Transmission
99 IntraNet Solutions, Inc. Employee Stock Purchase Plan (3)......... Incorporated by
Reference
</TABLE>
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(1) Incorporated herein by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the period ended December 31, 1999 (File No.
0-19817).
(2) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 22, 1997
(File No. 0-19817).
(3) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 29, 1999
(File No. 0-19817).
