<PAGE> 1
As filed with the Securities and Exchange Commission on January 2, 1997
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
Norand Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 42-1323151
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
550 Second Street, S.E.
Cedar Rapids, Iowa 52401
(Address of Principal Executive Offices) (Zip Code)
Norand Corporation Employee Stock Purchase Plan;
Norand Corporation
Long-Term Performance Program
(Full Title of the Plan)
James I. Johnson
General Counsel
Norand Corporation
550 Second Street, S.E.
Cedar Rapids, Iowa 52401
(Name and Address of Agent For Service)
(319) 369-3100
(Telephone Number, Including Area Code, of Agent For Service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
<S> <C> <C> <C> <C>
=============================================================================================================
Common Stock, $.01
par value........... 1,100,000 $17.50 $19,250,000 $6,637.93
==============================================================================================================
* Pursuant to Rule 457(h)(1): with respect to the additional 300,000 shares of Common Stock that may be
sold pursuant to rights granted under the Registrant's Employee Stock Purchase Plan and the additional
800,000 shares of Common Stock issuable under the Registrant's Long-Term Performance Program, the
Proposed Maximum Offering Price Per Share is estimated as $17.50 solely for purposes of calculating
the registration fee on the basis of the average of the high and low prices of the Common
Stock as reported on the NASDAQ/National Market System on December 26, 1996.
==============================================================================================================
</TABLE>
Page 1 of 12 pages.
Exhibit Index at page 6.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Norand
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.
(c) The description of Common Stock under the caption
"Description of Registrant's Securities to be Registered" included
in the Company's Registration Statement on Form 8-A dated April 9,
1992, filed under Section 12 of the Exchange Act, as amended by
Amendment No. 1 to the Registration Statement on Form 8-A dated May
26, 1992, and Amendment No. 2 to the Registration Statement on Form
8-A dated January 28, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
James I. Johnson, Esq., is General Counsel and Secretary of the Company.
Mr. Johnson owns 869 shares of the Company's Common Stock and options for the
purchase of an additional 21,848 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Delaware General Corporation Law (the "Delaware GCL") (Section
145) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so indemnified, and authorizes
the Company to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or
otherwise.
2
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(b) Article TENTH of the Restated Certificate of Incorporation of the
Company permits, and Article IX of the By-Laws of the Company provides for,
indemnification of directors and officers to the fullest extent permitted by
law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Company or
its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (3) under Section 174 of
the Delaware GCL (unlawful payment of dividends) or (4) transactions from which
a director derives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
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 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, represent a fundamental
change in the information set forth in the 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 and 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 20 percent 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 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
3
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to the Commission by the registrant pursuant to Section 13 or
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 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.
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 that time shall be deemed to be
the initial bona fide offering thereof.
(h) 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 provisions of the registrant's
articles of incorporation or by-laws 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 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
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 of 1933 and will be governed by the final adjudication of such
issue.
4
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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 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 Cedar Rapids, State of Iowa, on this 2nd day of
January, 1997.
NORAND CORPORATION
By: /S/ JAMES I. JOHNSON
----------------------------
James I. Johnson
General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
N. Robert Hammer and James I. Johnson and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, 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, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their 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 below by the following persons in their
respective capacities on this 2nd day of January, 1997.
Signature Title
--------- -----
/S/ N. ROBERT HAMMER Chairman, President, and Chief Executive Officer
- -------------------- (Principal Financial Officer)
N. Robert Hammer
/S/ ROBERT A. HURD
- ------------------ Controller and Chief Accounting Officer
Robert A. Hurd
/S/ KEITH B. GEESLIN
- -------------------- Director
Keith B. Geeslin
/S/ CHARLES G. MOORE, III
- ------------------------- Director
Charles G. Moore, III
/S/ FRED W. WENNINGER
- --------------------- Director
Fred W. Wenninger
/S/ HATIM A. TYABJI
- ------------------- Director
Hatim A. Tyabji
5
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
4(a) Restated Certificate of
Incorporation of the Company
(incorporated by reference to
Exhibit 3(b) to the Company's
Quarterly Report on Form 10-Q
for the fiscal quarter ended
February 27, 1993, File No.
0-20060)
4(b) Amended and Restated By-Laws
of the Company (incorporated
by reference to Exhibit 3(d)
to the Company's registration
statement on Form S-1 dated
April 10, 1992, File No.
33-47114)
4(c) Norand Corporation Employee
Stock Purchase Plan
(incorporated by reference to
Exhibit 10(l) to the
Company's registration
statement on Form S-1 dated
April 10, 1992, File No.
33-47114)
4(d) Amendment No. 1 to Norand
Corporation Employee Stock
Purchase Plan (incorporated
by reference to Exhibit 4(a)
to the Company's Quarterly
Report on Form 10-Q for the
fiscal quarter ended November
27, 1993, File No. 0-20060)
4(e) Amendment No. 2 to Norand
Corporation Employee Stock
Purchase Plan ...........9
4(f) Norand Corporation Long-Term
Performance Program
(incorporated by reference to
Exhibit 10(k) to the
Company's registration
statement on Form S-1 dated
April 10, 1992, File No.
33-47114)
4(g) Amendment No. 1 to Norand
Corporation Long-Term
Performance Program
(incorporated by reference to
Exhibit 10(fff) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1993, File
No. 0-20060)
4(h) Amendment No. 2 to Norand
Corporation Long-Term
Performance Program
(incorporated by reference to
Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q
for the fiscal quarter ended
November 27, 1993, File No.
0-20060)
4(i) Amendment No. 3 to Norand
Corporation Long-Term
Performance Program ..........10
6
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Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
4(j) Second Amended and Restated
Credit Agreement, dated as of
January 25, 1996, by and
among the Company, certain
financial institutions and
The First National Bank of
Chicago (incorporated by
reference to Exhibit 4(l) to
the Company's Annual Report
on Form 10-K for the fiscal
year ended August 31, 1995,
File No. 0-20060)
4(k) Amendment No. 1 to the Second
Amended and Restated Credit
Agreement, dated as of
January 25, 1996
(incorporated by reference to
Exhibit 4(m) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
August 31, 1996, File No.
0-20060)
4(l)(1) Series A Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
A-1, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(1) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(2) Series A Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
A-2, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(2) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(3) Series A Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
A-3, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(3) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(4) Series A Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No. A-4
dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(4) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(5) Series A Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
A-5, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(5) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
7
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Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
4(l)(6) Series B Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
B-1, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(6) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(7) Series B Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
B-2, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(7) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(8) Series B Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
B-3, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(8) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(9) Series B Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
B-4, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(9) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
4(l)(10) Series B Warrant to Purchase
Common Stock of Norand
Corporation. Warrant No.
B-5, dated November 20, 1996
(incorporated by reference to
Exhibit 4(n)(10) to the
Company's Annual Report on
Form 10-K for the fiscal year
ended August 31, 1996, File
No. 0-20060)
5 Opinion of James I. Johnson ................11
23(a) Consent of Arthur Andersen LLP ................12
23(b) Consent of James I. Johnson
(included in his opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included
on the signature page of the
registration statement)
8
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Exhibit 4(e)
Amendment No. 2
TO
NORAND CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
WHEREAS, Norand Corporation (the "Company") maintains the Norand
Corporation Employee Stock Purchase Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, by virtue and in exercise of the amending power reserved
to the Board of Directors of the Company under section 12 of the Plan, the Plan
is hereby amended, effective January 1, 1996, subject to the approval of the
Company's stockholders, by substituting the phrase "shall not exceed in the
aggregate 600,000 shares" for the phrase "shall not exceed in the aggregate
300,000 shares" where the latter phrase appears in the first sentence of
paragraph 3(a) of the Plan.
9
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Exhibit 4(i)
Amendment No. 3
TO
NORAND CORPORATION
LONG-TERM PERFORMANCE PROGRAM
-----------------------------
WHEREAS, Norand Corporation (the "Company") maintains the Norand
Corporation Long-Term Performance Program (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, by virtue and in exercise of the amending power reserved
to the Compensation Committee of the Board of Directors of the Company under
section 12(c) of the Plan, the Plan is hereby amended, effective February 1,
1996, subject to approval of the Company's stockholders, by substituting the
following for the first sentence of paragraph 3(b) of the Plan:
"The aggregate number of shares of Common Stock available
under the Program is 1,250,000, subject to adjustment
pursuant to Section 8."
10
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Exhibit 5
NORAND NORAND CORPORATION
CORPORATE OFFICES
550 SECOND STREET S.E.
CEDAR RAPIDS, IOWA 52401
PHONE (319) 369-3100
EXECUTIVE FAX (319) 369-3630
January 2, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Norand Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
As General Counsel of Norand Corporation, a Delaware corporation (the
"Company"), I am familiar with the corporate proceedings taken and to be taken
in connection with the registration under the Securities Act of 1933, as
amended, of the 300,000 and 800,000 additional shares of Common Stock, $.01 par
value per share ("Common Stock"), of the Company available for issuance,
respectively, under the Company's Employee Stock Purchase Plan and Long-Term
Performance Program (collectively, the "Plans").
I have examined the Company's Registration Statement on Form S-8 relating to
the Plans in the form to be filed with the Securities and Exchange Commission
on or about January 2, 1997 (the "Registration Statement"), and I have examined
and am familiar with the Restated Certificate of Incorporation and the By-laws
of the Company and the Plans. I have also examined such other documents,
records and certificates of the Company as I consider necessary for the purpose
of this opinion.
Based on the foregoing, I am of the opinion that the additional shares of
Common Stock to be issued pursuant to the Plans have been duly authorized and
will, upon due issuance and sale thereof, be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/James I. Johnson
- --------------------
General Counsel
11
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
October 15, 1996 (except with respect to the matter discussed in Note 7, as to
which the date is November 20, 1996), included in or incorporated by reference
in Norand Corporation's Form 10-K for the year ended August 31, 1996, and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 26, 1996
12
