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 Registrant as Specified in its Charter)
Delaware 41-1718075
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(Address of Principal Executive Office and Zip Code)
Control Data Systems, Inc. 1992 Equity Incentive Plan
(Full Title of the Plan)
Ralph W. Beha
General Counsel and Secretary
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(612) 482-2401
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the 1992 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock to be
issued or offered 300,000 shares $21.9375 $6,581,250 $2,269
pursuant to the Plan
$2,269
TOTAL:
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(1) 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.
(2) 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 May 16, 1996.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1992 Equity Incentive Plan. The contents of
the Registrant's Registration Statements on Form S-8, Reg. No. 33-49029 and
33-54461, 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 17th
day of May , 1996.
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.
Signature Title Date
/s/ James E. Ousley President, Chief Executive May 17, 1996
James E. Ousley Officer and Director
(principal executive officer)
/s/ J. F. Killoran Vice President and Chief May 17, 1996
Joseph F. Killoran Financial Officer
(principal financial and
accounting officer)
/s/ W. D. Bell Director May 17, 1996
W. Donald Bell
/s/ Grant A. Dove Director May 17, 1996
Grant A. Dove
/s/ M. A. Gumucio Director May 17, 1996
Marcelo A. Gumucio
/s/ W. Douglas Hajjar Director May 17, 1996
W. Douglas Hajjar
/s/ Keith Libbey Director May 17, 1996
Keith A. Libbey
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CONTROL DATA SYSTEMS, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Number Exhibit Description
5 Opinion and Consent of Counsel re securities under the Plan
23.1 Consent of counsel (see Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (see Signature Page)
EXHIBIT 5
May 17, 1996
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 300,000 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 adoption of 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.
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
900 Second Avenue South
Minneapolis, Minnesota 55402
Phone: (612) 347-7032
Fax: (612) 347-7077
EXHIBIT 23
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Control Data Systems, Inc. of our report dated January 25, 1996,
relating to the consolidated balance sheets of Control Data Systems, Inc. as of
December 31, 1995 and December 31, 1994, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, which report appears in the 1995
annual report on Form 10-K of Control Data Systems, Inc.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 17, 1996
