AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
FUNCO, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1609563
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
10120 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344
(Address of Principal Executive Offices) (Zip Code)
FUNCO, INC. 1993 STOCK OPTION PLAN
(Full title of the plan)
DAVID R. POMIJE
CHIEF EXECUTIVE OFFICER
10120 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344
(Name and address of agent for service)
(612) 946-8883
(Telephone number, including area code, of agent for service)
COPIES TO:
DEANNE M. GRECO, ESQ.
MOSS & BARNETT
A PROFESSIONAL ASSOCIATION
4800 NORWEST CENTER
90 SOUTH 7TH STREET
MINNEAPOLIS, MN 55402
TELEPHONE: (612) 347-0287
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 950,000 Shares $15.34 $14,573,000 $4,299.04
============================================================================================================
</TABLE>
(1) Includes 350,000 shares that may be authorized for issuance under the Plan
pursuant to a provision allowing for annual increases in the total number
of shares authorized.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by The Nasdaq National Market on July 28, 1998.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as specifically provided herein, the contents of Registration
Statement on Form S-8 (SEC No. 33-66218), filed July 20, 1993, are incorporated
herein by reference.
ITEM 8. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers of attorney from Messrs. Pomije, Bodine,
Hiben, Guidera, Mileusnic and Ferrell (included
on signature page)
<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 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 August 3, 1998.
FUNCO, INC.
BY: /s/ David R. Pomije
------------------------------------
David R. Pomije, CEO
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David R. Pomije, Barry Lazarus and Deanne
M. Greco and each of them, his true and lawful attorneys-in-fact and agents,
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 on Form
S-8, including any amendment increasing or decreasing the amount of securities
for which registration is being sought or any registration statement for the
same offering filed in accordance with Rule 462(b) under the Securities Act of
1933, 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, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-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 the
capacities and on the dates indicated:
NAME TITLE DATE
Chairman, Chief Executive Officer, and
/s/ David R. Pomije Director August 3, 1998
- ------------------------- (principal executive officer)
David R. Pomije
/s/ Stanley A. Bodine President, Chief Operating August 3, 1998
- ------------------------- Officer and Director
Stanley A. Bodine
Chief financial officer and
/s/ Robert M. Hiben Secretary (principal August 3, 1998
- ------------------------- Financial officer)
Robert M. Hiben
<PAGE>
NAME TITLE DATE
/s/ Richard T. Guidera Director August 3, 1998
- -------------------------
Richard T. Guidera
/s/ George E. Mileusnic Director August 3, 1998
- -------------------------
George E. Mileusnic
/s/ Patrick J. Ferrell Director August 3, 1998
- -------------------------
Patrick J. Ferrell
<PAGE>
FORM S-8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ------------------------------------------------------ --------
5 Opinion of Counsel 6
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors 8
24 Powers of Attorney from Messrs. Pomije, Bodine, Hiben,
Guidera, Mileusnic and Ferrell (included on signature
page)
EXHIBITS 5 AND 23.1
MOSS & BARNETT
A Professional Association
4800 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4129
Telephone (612) 347-0300
Facsimile (612) 339-6686
August 3, 1998
Board of Directors
Funco, Inc.
10120 West 76th Street
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8 relating to 950,000
Additional Shares of Common Stock To Be Issued Pursuant to
Funco, Inc. 1993 Stock Option Plan Our File No.: 84,400.57
Gentlemen:
This opinion is given in connection with the filing by Funco, Inc. (the
"Registrant") with the Securities and Exchange Commission under the Securities
Act of 1933, of a Registration Statement on Form S-8 (the "Registration
Statement"), with respect to 950,000 shares of the Registrant's Common Stock,
$.01 par value (the "Shares"), that may be issued in connection with the
granting of awards under the Registrant's 1993 Stock Option Plan (the "Plan").
The shares are in addition to the 1,150,000 shares registered pursuant to
Registration Statement on Form S-8 (SEC No. 33-66218) filed on July 20, 1993.
<PAGE>
Board of Directors
Page 2
We have acted as counsel for the Registrant in connection with the
filing of the Registration Statement. In so acting, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
all corporate instruments and have made such inquiries of officers and
representatives of the Registrant as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the original of documents
submitted to us as certified or photostatic copies. As to questions of fact
material to such opinion that we have not independently established, we have
relied upon representations or certificates of officers and directors of the
Registrant.
Based upon the foregoing, we are of the following opinion:
1. The Registrant has been duly incorporated and is validly
existing as a corporation under the laws of the State of
Minnesota.
2. The Shares to be issued under the Plan have been duly
authorized and when issued and delivered as contemplated under
the Plan will be validly issued and outstanding, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of this opinion as an exhibit to
applications to the securities commissioners of various states of the United
States for registration therein of various aggregate amounts of the Shares.
Very truly yours,
MOSS & BARNETT
A Professional Association
/s/Deanne M. Greco
Deanne M. Greco
DMG/m
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Stock Option Plan of Funco, Inc. of our report dated
May 12, 1998, with respect to the consolidated financial statements and schedule
of Funco, Inc. included in its Annual Report (Form 10-K) for the year ended
March 29, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 31, 1998
