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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Northstar Computer Forms, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0882640
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7130 Northland Circle North, Brooklyn Park, MN 55428
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(Address of Principal Executive Offices) (Zip Code)
Northstar Computer Forms, Inc. 1994 Employees' Incentive Stock Option Plan
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(Full Title of the Plan)
Mary Ann Morin
1730 Northland Circle North
Brooklyn Park, MN 55428
(612) 531-7340
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(Name, Address and Phone Number of Agent for Service)
Copy to:
John C. Levy, Esq.
Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
100 South Fifth Street, Suite 1100
Minneapolis, MN 55402
(612) 333-2111
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Offering
Per Share(1) Price
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<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $8.00 $2,400,000 $727.28
par value $.05
per share (2)
Total 300,000 shares $8.00 $2,400,000 $727.28
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
July 28, 1998.
(2) Represents shares which may be acquired upon exercise of outstanding stock
options.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENTS BY REFERENCE
Registration statements on Form S-8 (File Nos. 33-83846 and 33-90902,
respectively) were filed with the Securities and Exchange Commission in 1994
and 1995, respectively covering the registration of an aggregate of 200,000
shares of the shares initially authorized for issuance under the Plan (the
"Registration Statements"). The Registration Statements are currently in
effect. Pursuant to a stockholder vote on April 9, 1998, an additional
200,000 shares were authorized under the Plan. In addition, all of the
400,000 shares authorized under the Plan were increased to 600,000 shares
following a three-for-two stock split effective May 13, 1998 (the "Stock
Split"). Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed to register the additional 300,000 shares (after
giving effect to the Stock Split) authorized under the Plan on April 9, 1998.
This Registration Statement should be considered a post-effective amendment
to the previously referenced Registration Statements. The contents of the
Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:
(a) the Annual Report of the Registrant on Form 10-KSB for the fiscal year
ended October 31, 1997.
(b) the Quarterly Reports of the Registrant on Form 10-Q for the first quarter
ended January 31, 1998 and the second quarter ended April 30, 1998,
respectively
(c) the description of the Registrant's Common Stock contained in its
Registration Statement on Form 10 (Reg. No. 0-19056) filed with the
Securities and Exchange Commission effective May 6, 1991 pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "1934 Act")
All documents hereafter filed by the Registrant pursuant to Section 12(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XIV of the Registrant's Bylaws provides that the Registrant shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires
the Registrant to indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in the person's official
capacity against judgments, penalties, fines and reasonable expenses (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper personal benefit, reasonably believed that such
conduct was in the best interest or was not opposed to the best interest of the
Registrant, and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. In addition, Section 302A.521, Subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the Registrant, upon
written request, of reasonable expenses (including attorneys' fees) incurred by
a person in advance of the final disposition of a proceeding, upon receipt by
the Registrant of a written affirmation by the person of a good faith belief
that the criteria for indemnification had been satisfied and a written
undertaking by the person to repay all amounts, if it is ultimately determined
that that criteria for indemnification have not been satisfied, and after a
decision that the known facts would not preclude 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion of Parsinen Kaplan Levy Rosberg & Gotlieb P.A. as to the
shares of Common Stock being registered.
23.1. Consent of PricewaterhouseCoopers LLP
23.2 Consent of Parsinen Kaplan Levy Rosberg & Gotlieb P.A. (contained in
their opinion filed as Exhibit 5).
24. Power of Attorney (included on signature page hereto)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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, represents a
fundamental change in the information set forth in the
registration statement;
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(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)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) 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.
(c) 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.
(d) 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
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 the time shall
be deemed to be the initial bona fide offering thereof.
(e) 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 connected 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
certified that it has reasonable grounds to believe that is meets all of the
requirement 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 Brooklyn Park, State of Minnesota, on July 30, 1998.
NORTHSTAR COMPUTER FORMS, INC.
By: /s/ Mary Ann Morin
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Mary Ann Morin
Controller and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary Ann Morin as his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Signature
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Roger T. Bredesen Chief Executive Officer
and Chairman of the Board /s/ Roger T. Bredesen
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Dr. Lester A. Wanninger Director /s/ Dr. Lester A. Wanninger
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John G. Mutschler Director /s/ John G. Mutschler
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Kenneth E. Overstreet Executive Vice President
and Director /s/ Kenneth E. Overstreet
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J.S. Braun Director /s/ J.S. Braun
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Roy W. Terwilliger Director /s/ Roy W. Terwilliger
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[LETTERHEAD]
EXHIBIT 5
July 30, 1998
Northstar Computer Forms, Inc.
1730 Northland Circle North
Brooklyn Park, Minnesota 55428
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Ladies and Gentlemen:
We have acted as counsel for Northstar Computer Forms, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "'33 Act") of 300,000 shares of the Company's common stock, $.05 per share
par value (the "Common Stock") issuable under the Company's 1994 Employees'
Incentive Stock Option Plan, as amended (the "Plan") and, subject to adjustment
as provided therein, under the Registration Statement on Form S-8 proposed to be
filed with the Securities and Exchange Commission.
We have made such legal and factual examinations and inquiries, including an
examination of originals, or copies certified or otherwise identified to our
satisfaction as being true reproductions of originals, of all such corporate
records of the Company, agreements and other instruments, certificates of public
officials and officers and representatives of the Company, and such other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed.
Without limiting the generality of the foregoing, in our examination, we have
assumed without independent verification, that (i) each of the parties thereto
has duly and validly executed and delivered each instrument, document and
agreement to which such party is a signatory, and such party's obligation set
forth therein are its legal, valid and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.
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Northstar Computer Forms, Inc.
July 30, 1998
Page 2
Based upon the foregoing and having regard to legal considerations that we deem
relevant, we are of the opinion that, when the shares of Common Stock have been
registered under the '33 Act, and when the Company has received the
consideration to be received for said shares in accordance with the provisions
of the Plan and said shares of Common Stock have been issued by the Company as
provided under the Plan, said shares of Common Stock will be duly authorized,
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,
Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
/s/ Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Northstar Computer Forms, Inc. and Subsidiary on Form S-8 of our report dated
January 6, 1998, on our audits of the consolidated financial statements of
Northstar Computer Forms, Inc. and Subsidiary as of October 31, 1997 and 1996,
and for the fiscal years ended October 31, 1997, 1996 and 1995, which is
incorporated by reference in the Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 30, 1998
