Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CONTROL DATA SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Delaware 41-1718075
(State of incorporation) (I.R.S. Employer Identification No.)
4201 Lexington Avenue North
Arden Hills, Minnesota 55126
(Address of principal executive office and zip code)
Control Data Systems, Inc. 1992 Equity Incentive Plan
(Full title of the plan)
James E. Ousley
President and Chief Executive Officer
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126
(612) 482-2100
(Name, address and telephone number of agent for service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
(continued on following page)
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum Amount
to be to be offering price aggregate of registra-
registered registered* per share** offering price tion fee
Options to
purchase
Common Stock
under the
1992 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of
options
granted under
the 1992 500,000
Plan shares $ 9.1875 $ 4,593,750 $ 1,584.06
TOTAL $ 1,584.06
* In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein
and any additional securities which may become issuable pursuant to
anti-dilution provisions of the plan.
** Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low prices of
the Registrant's Common Stock on June 28, 1994.
The purpose of this Registration Statement is to register additional
shares for issuance unde the Registrant's 1992 Equity Incentive Plan. The
contents of the Registrant's Registration Statement on Form S-8, Reg. No.
33-49029, are incorporated herein by reference.
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SIGNATURES
The Registrant. 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 Arden Hills and State of Minnesota,
on the 5th day of July, 1994.
CONTROL DATA SYSTEMS, INC.
(the "Registrant")
By /s/ James E. Ousley
James E. Ousley, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints James E. Ousley and
Joseph F. Killoran his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Control Data Systems, Inc. relating to the Company's
1992 Equity Incentive Plan and any or all amendments or post-effective
amendments to the Form S-8 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 attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature Title Date
/s/ James E. Ousley President, Chief Executive July 5, 1994
James E. Ousley Officer and Director (prin-
cipal executive officer)
/s/ J. F. Killoran Vice President and July 5, 1994
Joseph F. Killoran Chief Financial Officer
(principal financial
and accounting officer)
/s/ W. D. Bell Director July 5, 1994
W. Donald Bell
/s/ Grant A. Dove Director July 5, 1994
Grant A. Dove
/s/ Marcelo A. Gumucio Director July 5, 1994
Marcelo A. Gumucio
/s/ W. Douglas Hajjar Director July 5, 1994
W. Douglas Hajjar
/s/ Keith Libbey Director July 5, 1994
Keith A. Libbey
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CONTROL DATA SYSTEMS, INC.
Form S-8 Registration Statement
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E X H I B I T I N D E X
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Page No. in
Sequential
Numbering of
all Pages,
Exhibit including
Number Exhibit Description Exhibit Pages
5 Opinion and Consent of counsel re securities
under the Plan 6
23.1 Consent of counsel See Exhibit 5
23.2 Consent of independent accountants 8
24 Power of attorney 3
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EXHIBIT 5
July 5, 1994
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Control Data Systems, Inc. (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act") of options and 500,000 shares (the "Shares") of Common
Stock issuable pursuant to the Company's 1992 Equity Incentive Plan (the
"Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Certificate of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors
of the Company pertaining to the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms of the Plan,
the Shares will be validly issued, fully paid and nonassessable.
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Control Data Systems, Inc.
July 5, 1994
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By/s/ David C. Grorud
David C. Grorud
Exhibit 23.2
Auditors' Consent
The Board of Directors
Control Data Systems, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Control Data Systems, Inc. of our report dated January 28, 1994,
relating to the consolidated balance sheets of Control Data Systems, Inc. as
of January 1, 1994 and January 2, 1993, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended January 1, 1994, which report appears in
the 1994 annual report on Form 10-K of Control Data Systems, Inc.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
July 5, 1994
