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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998
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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RACOTEK, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 41-1636021
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(State of Incorporation) (I.R.S. Employer Identification No.)
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7301 OHMS LANE, SUITE 200
MINNEAPOLIS, MINNESOTA 55439
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(Address of principal executive offices)
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1993 EQUITY INCENTIVE PLAN
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(Full title of the plans)
MICHAEL A. FABIASCHI
PRESIDENT, CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER
RACOTEK, INC.
7301 OHMS LANE, SUITE 200
MINNEAPOLIS, MINNESOTA 55439
(612) 832-9800
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
MICHAEL J. SULLIVAN, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $0.01) 2,500,000 $2.16 $5,400,000.00 $1,636.37
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the closing sales price of
Registrant's Common Stock on January 26, 1998 as reported on the Nasdaq
National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-73456, 333-4182, 333-35595
The contents of Registration Statements on Form S-8 Nos. 33-73456, 333-4182
and 333-35595, respectively, filed with the Securities and Exchange Commission
on December 27, 1993, April 26, 1996 and September 15, 1997, respectively, are
incorporated herein by reference.
EXHIBITS
EXHIBIT
NUMBER
5 Opinion of Cooley Godward LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is contained on the signature page II-1.
1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 28, 1998.
RACOTEK, INC.
By /s/ Michael A. Fabiaschi
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MICHAEL A. FABIASCHI
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
ACTING CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Fabiaschi, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and 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 and necessary to be done in connection
therewith, 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 substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
II-1
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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 dates indicated.
SIGNATURE TITLE DATE
/s/ Michael A. Fabiaschi President, Chief Executive January 28, 1998
- -------------------------- Officer, Acting Chief Financial
Michael A. Fabiaschi Officer and Director
(Principal Executive Officer and
Principal Financial and Accounting
Officer)
/s/ Norman D. Smith Executive Vice President, Chief January 28, 1998
- -------------------------- Operating Officer and Director
Norman D. Smith
/s/ Joseph B. Costello Director January 28, 1998
- --------------------------
Joseph B. Costello
/s/ Dixon R. Doll Director January 28, 1998
- --------------------------
Dixon R. Doll
/s/ James L. Osborn Director January 28, 1998
- --------------------------
James L. Osborn
II-2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Cooley Godward LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cooley Godward LLP is contained in Exhibit
5 to this Registration Statement.
24 Power of Attorney is contained on the signature page II-1.
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EXHIBIT 5
January 28, 1998
Racotek, Inc.
7301 Ohms Lane, Suite 200
Minneapolis, MN 55439
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Racotek, Inc. (the "Company") of a Registration Statement
of Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 2,500,000 shares of the Company's
Common Stock, $0.01 par value, (the "Shares") pursuant to its 1993 Equity
Incentive Plan (the "Equity Incentive Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Equity Incentive
Plan, the Registration Statement and related Prospectus, will be validly
issued, fully paid, and nonassessable (except as to shares issued pursuant to
certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Michael J. Sullivan
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Michael J. Sullivan
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated January 14, 1997, on our audits of the financial
statements and financial statement schedule of Racotek, Inc. as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which
reports are included in or incorporated by reference in Racotek's Annual Report
on Form 10-K for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
January 21, 1998
