As filed with the Securities and Exchange Commission on March 15, 2000
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-0857886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6680 N. HIGHWAY 49
LINO LAKES, MN 55014
(Address of Principal Executive Offices) (Zip Code)
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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
-----------------------
ELSIE F. GILLES
ASSISTANT CORPORATE SECRETARY AND CONTROLLER
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
6680 N. HIGHWAY 49
LINO LAKES, MN 55014
(651) 784-1250
(Name, address and telephone number,
including area code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================= ============= ============================ ========================== ==================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
- ----------------------------- ------------- ---------------------------- -------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $.02 par 200,000 $7.375 $1,475,000 $400.00
value per share
============================= ============= ============================ ========================== ==================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement includes an
indeterminate number of additional shares which may be offered and sold as
a result of anti-dilution provisions described in the above-referenced
plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act, on the
basis of the average between the high and low sales prices of the
Registrant's Common Stock on March 10, 2000 as reported by the American
Stock Exchange.
<PAGE>
PART I
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Northern Technologies International
Corporation (the "Company") (File No. 1-11038) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-KSB for the year ended
August 31, 1999.
(2) The Company's Quarterly Report on Form 10-QSB for the quarter
ended November 30, 1999.
(3) All other reports filed by the Company pursuant to 13(a) or
15(d) of the Exchange Act since August 31, 1999.
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
The annual financial statements of the Company incorporated by
reference in this Registration Statement per Item 3 (1) above, have been audited
by Deloitte & Touche LLP, independent auditors, for the periods indicated in
their report thereon which is incorporated by reference in the Annual Report on
Form 10-KSB for the fiscal year ended August 31, 1999. The financial statements
audited by Deloitte & Touche LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly LLP, is a
director of the Company. In addition, Mr. Lareau is the beneficial owner of
27,343 shares of the Company's Common Stock, including shares of Common Stock
issuable pursuant to outstanding stock options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to an action (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the corporation's request,
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees) that are actually and
reasonably incurred by him or her ("Expenses"), and judgments, fines and amounts
paid in settlement of such action, provided that he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.
Although the DGCL permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, (2)
if there are no such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders. The DGCL also
provides for mandatory indemnification of any director, officer, employee or
agent against Expenses to the extent such person has been successful in any
proceeding covered by the statute.
In addition, the DGCL provides that, to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding or in the defense of any claim, issue or matter therein, such
person shall be indemnified against Expenses actually and reasonably incurred in
connection therewith; that indemnification provided for by the DGCL shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another.
The DGCL also allows the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against or incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under the
DGCL, including liabilities under the Securities Act.
Article IX of the Company's Certificate of Incorporation, as
amended, provides that each director and officer, past or present, of the
Company, and their respective heirs, administrators and executors, shall be
indemnified by the Company in accordance with, and to the fullest extent
permissible by, applicable law.
2
<PAGE>
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable. No securities are to be re-offered or resold
pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NO.
- -----------
4.1 Form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form 10 (File No 0-19331)).
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on page 6 of this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this 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 end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the
"Securities Act") if, in the aggregate, the
changes in volume and price represent no
more than a 20% 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 this Registration
Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if 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
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<PAGE>
by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
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<PAGE>
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 of 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 February 18,
2000.
NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION
By: /s/ Philip M. Lynch
------------------------------------------
Philip M. Lynch
Co-Chief Executive Officer and Chairman
of the Board of Directors
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Philip M. Lynch and Matjaz Korosec, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her 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 or she 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
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 18, 2000 by the following
persons in the capacities indicated.
NAME TITLE
- ---- -----
/s/ Philip M. Lynch Co-Chief Executive Officer and Chairman of
- ---------------------------- the Board of Directors (principal
Philip M. Lynch executive officer)
/s/ G. Patrick Lynch Vice President of Strategic Planning,
- ---------------------------- Secretary and Member of Executive
G. Patrick Lynch Committee Acting as Co-Chief Executive
Officer (principal executive officer)
/s/ Matjaz Korosec Vice President of Financial Planning,
- ---------------------------- Treasurer and Member of Executive
Matjaz Korosec Committee Acting as Co-Chief Executive
Officer (principal executive officer)
/s/ Donald A. Kubik, Ph.D. Vice Chairman and Member of Executive
- ---------------------------- Committee Acting as Co-Chief Executive
Donald A. Kubik, Ph.D. Officer (principal executive officer);
Director
/s/ Loren M. Ehrmanntraut Chief Financial Officer (principal financial
- ---------------------------- officer and principal accounting officer)
Loren M. Ehrmanntraut
/s/ Sidney Dworkin Director
- ----------------------------
Sidney Dworkin
/s/ Vincent Graziano Director
- ----------------------------
Vincent Graziano
/s/ Gerhard Hahn Director
- ----------------------------
Gerhard Hahn
/s/ Richard G. Lareau Director
- ----------------------------
Richard G. Lareau
/s/ Haruhiko Rikuta Director
- ----------------------------
Haruhiko Rikuta
/s/ Milan R. Vukcevich, Ph.D. Director
- ----------------------------
Milan R. Vukcevich, Ph.D.
6
<PAGE>
INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING
- --- ---- ----------------
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP.... Filed herewith.
23.1 Consent of Deloitte & Touche LLP............... Filed herewith.
23.2 Consent of Oppenheimer Wolff & Donnelly LLP.... Included in Exhibit 5.1.
24.1 Power of Attorney.............................. Included on page 6 of this
Registration Statement.
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
March 15, 2000
Board of Directors
Northern Technologies International Corporation
6680 N. Highway 49
Lino Lakes, Minnesota 55014
RE: NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
We have acted as counsel to Northern Technologies International Corporation, a
Delaware corporation (the "Company"), in connection with the registration by the
Company of 200,000 shares (collectively, the "Shares") of common stock, $.02 par
value per share (the "Common Stock") of the Company issuable under the Company's
2000 Stock Incentive Plan (the "2000 Plan"), pursuant to a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on March
15, 2000 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and subject to the qualifications and limitations stated
herein it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan as set forth in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to laws other than the Delaware General
Corporation Law, the laws of the State of Minnesota and the federal laws of the
United States of America, and we assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Northern Technologies International Corporation on Form S-8 of our
report dated November 19, 1999, included in the Annual Report on Form 10-KSB of
Northern Technologies International Corporation for the fiscal year ended August
31, 1999. We also consent to the reference to us under Item 3 of such
Registration Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
March 15, 2000
