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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.
(Exact Name of Registrant as Specified in Its Charter)
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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. Original Directors Option Plan
Northstar Computer Forms, Inc. Outside Directors Stock Option Plan
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(Full Title of the Plan)
Mary Ann Morin
7130 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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<CAPTION>
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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, 80,000 shares $8.00 $640,000 $193.94
par value $.05
per share (2)
Total 80,000 shares $8.00 $640,000 $193.94
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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 highest price at which
options to purchase the shares may be exercised.
(2) Represents shares which may be acquired upon exercise of outstanding stock
options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating directors as specified by Rule 428(b)(1)
under the 1933 Act, as amended (the "1933 Act"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
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) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the
fiscal year covered by the Annual Report referred to (1) above; and
(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 1934 Act, including any amendment or report filed for the
purpose of updating such description.
All documents hereafter filed by the Registrant pursuant to Section 13(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.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
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.
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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;
(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;
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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 December 15,
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.
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<CAPTION>
Signature Title Signature
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<S> <C> <C>
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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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
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)
</TABLE>
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[LETTERHEAD]
December 18, 1998 EXHIBIT 5
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 80,000 shares of the Company's common stock, $.05
per share par value (the "Common Stock") issuable under the Company's
Original Directors Option Plan and Outside Directors Stock Option Plan (the
"Plans") 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.
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
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Northstar Computer Forms, Inc.
December 18, 1998
Page 2
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 Plans and said shares of Common Stock have been issued by
the Company as provided under the Plans, 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 related to the
"Northstar Computer Forms, Inc. Original Directors Option Plan" and the
"Northstar Computer Forms, Inc. Outside Directors Stock Option Plan" 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 report is incorporated by reference in Northstar Computer Forms,
Inc. and Subsidiary's Annual Report on Form 10-KSB for the fiscal year ended
October 31, 1997.
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 18, 1998
