As filed with the Securities and Exchange Commission
April 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEVELOPED TECHNOLOGY RESOURCE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1713474
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7300 Metro Boulevard, Suite 550
Edina, Minnesota 55439
(Address of Principal Executive Offices) (Zip Code)
DEVELOPED TECHNOLOGY RESOURCE, INC. 1992 STOCK OPTION PLAN
DEVELOPED TECHNOLOGY RESOURCE, INC. 1997 OUTSIDE DIRECTORS
STOCK OPTION PLAN
(Full title of the plans)
LeAnn H. Davis Copy to:
Chief Financial Officer Robert A. Minish
7300 Metro Boulevard, Suite 550 Hinshaw & Culbertson
Edina, Minnesota 55439 3100 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(952) 820-0022
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
from time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
Common Stock
($.01 par
value) (3) 400,000 (2) $1.625 $650,000 $171.60
Common Stock
($.01 par
value) (4) 85,000 (2) $1.625 $138,125 $ 36.47
(1)Estimated solely for purposes of computing the registration
fee. In accordance with Rule 457, the price is the average
of the high and low prices per share of Common Stock on the
OTC Bulletin Board on April 21, 2000.
(2)There are also registered hereunder, pursuant to Rule 416,
such indeterminable number of shares of common stock as may
be issued under the anti-dilution provisions of the Plan.
(3)To be registered pursuant to the Developed Technology
Resource, Inc. 1992 Stock Option Plan.
(4)To be registered pursuant to the Developed Technology
Resource, Inc. 1997 Outside Directors Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Developed Technology Resource, Inc.
("DTR" or the "Company") which have been filed with the
Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
(a)the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999;
(b)all other reports filed by DTR pursuant to Sections 13 or
15(d) of the Exchange Act after December 31, 1999; and
(c)the description of DTR's Common Stock contained in any
Registration Statement of the Company filed under the
Exchange Act and any amendment or report filed for the
purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Hinshaw & Culbertson has provided the opinion on the legality of
the securities being registered. Roger W. Schnobrich, a director
of DTR, is a partner with Hinshaw & Culbertson.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide that the Company shall
indemnify the directors and officers of the Company against
liability (and expenses related thereto) arising out of their
status as directors and officers to the extent permitted by law.
Additionally certain indemnification rights are available under
the Minnesota General Corporation Law ("MCL") to officers and
directors to the extent they are successful in the defense of any
proceeding to which they were a party by virtue of their position
as a director or officer.
Further, as permitted by the MCL, the Articles of Incorporation
of the Company include a provision limiting the personal
liability of its directors for monetary damages for certain
breaches of their duties as directors to the extent permitted
under the MCL. The Company also maintains a directors' and
officers' liability policy which insures such person against
claims arising from certain acts or decisions by them in their
capacities as directors and officers of the Company, subject to
certain exclusions and deductible and maximum amounts.
Such limitation of liability pursuant to state law does not
affect liability, if any, arising under the federal securities
laws. Further, insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to
contractual provisions or otherwise, the Company 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 and is, therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description
4.5 Developed Technology Resource, Inc. 1992
Stock Option Plan as amended and restated effective
September 30, 1996.(a)
4.6 Developed Technology Resource, Inc. 1997
Outside Directors Stock Option Plan effective
November 1, 1997.(b)
5.1 Opinion and Consent of Hinshaw & Culbertson.
23.1 Consent of Hinshaw & Culbertson (included in Exhibit 5.1).
23.2 Consent of KPMG LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
_________________________________________________________________
(a)Incorporated by reference to exhibit number 10.4 included in
the Company's Quarterly Report on Form 10-QSB filed with the
Commission for the first fiscal quarter ended January 31,
1998.
(b)Incorporated by reference to exhibit number 10.44 included
with the Company's Annual Report on Form 10-KSB filed with
the Commission for the fiscal year ended October 31, 1997.
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
The Company hereby undertakes:
(l) 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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate-offering
price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change in the
information set forth in the Registration Statement.
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 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. Subsequent Documents Incorporated by Reference
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
the Company'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.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
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 April 27, 2000.
DEVELOPED TECHNOLOGY RESOURCE, INC.
By /s/ John P. Hupp
Chief Executive Officer
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.
By /s/ John P. Hupp Dated: April 27, 2000
Chief Executive Officer
By /s/ LeAnn H. Davis Dated: April 27, 2000
Chief Financial Officer
By /s/ John P. Hupp Dated: April 27, 2000
Director
By /s/ Roger W. Schnobrich Dated: April 27, 2000
Director
By /s/ Peter L. Hauser Dated: April 27, 2000
Director
EXHIBIT INDEX
Exhibit
Number Description Page
4.5 Developed Technology Resource, Inc. 1992 Stock Plan
as amended and restated effective September 30,
1996. (a)
4.6 Developed Technology Resource, Inc. 1997 Outside
Directors Stock Option Plan effective November 1,
1997. (b)
5.1 Opinion and Consent of Hinshaw & Culbertson Filed Electronically
23.1 Consent of Hinshaw & Culbertson Filed Electronically
(included in Exhibit 5.1).
23.2 Consent of KPMG LLP Filed Electronically
23.3 Consent of Deloitte & Touche LLP Filed Electronically
24.1 Power of Attorney Filed Electronically
_______________________________________________________________________
(a)Incorporated by reference to exhibit number 10.4 included in
the Company's Quarterly Report on Form 10-QSB filed with the
Commission for the first fiscal quarter ended January 31,
1998.
(b)Incorporated by reference to exhibit number 10.44 included
with the Company's Annual Report on Form 10-KSB filed with
the Commission for the fiscal year ended October 31, 1997.
Exhibit 5.1
HINSHAW & CULBERTSON
APPLETON, WISCONSIN PIPER JAFFRAY
BELLEVILLE, ILLINOIS TOWER MILWAUKEE, WISCONSIN
BROOKFIELD, WISCONSIN SUITE 3100 MUNSTER, INDIANA
CHAMPAIGN, ILLINOIS 222 SOUTH NINTH PEORIA, ILLINOIS
CHICAGO, ILLINOIS STREET PHOENIX, ARIZONA
CRYSTAL LAKE, ILLINOIS MINNEAPOLIS, ROCKFORD, ILLINOIS
FT. LAUDERDALE, FLORIDA MINNESOTA 55402 ST. LOUIS, MISSOURI
JACKSONVILLE, FLORIDA SAN FRANCISCO,
JOLIET, ILLINOIS 612.333.3434 CALIFORNIA
LISLE, ILLINOIS TELEFAX: SPRINGFIELD, ILLINOIS
MIAMI, FLORIDA 612.334.8888 TAMPA, FLORIDA
WAUKEGAN, ILLINOIS
Robert A. Minish
Direct: 612.334.2511
[email protected]
April 27, 2000
Developed Technology Resource, Inc.
7300 Metro Boulevard, Suite 550
Edina, MN 55439
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that
you intend to file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the
purpose of registering:
400,000 shares of Common Stock, $.01 par value (the
"Shares") of Developed Technology Resource, Inc., a
Minnesota corporation (the "Company"), initially issuable
upon the exercise of stock options granted pursuant to the
Developed Technology Resource, Inc. 1992 Stock Plan (the
"1992 Plan"), as amended; and
85,000 shares of common stock initially issuable upon the
exercise of stock options granted pursuant to the Developed
Technology Resource, Inc. 1997 Outside Directors Stock
Option Plan (the "1997 Plan"), as amended.
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the
purposes of the opinion set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have
also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to
agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority
(corporate or otherwise) to execute, deliver and perform such
agreements or instruments, that such agreements or instruments
have been duly authorized by all requisite action (corporate or
otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable
obligations of such Parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and
payment therefor in accordance with the terms of either the 1992
Plan or the 1997 Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the business
corporation laws of the State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Hinshaw & Culbertson
By: /s/ Robert A. Minish
Robert A. Minish
Exhibit 23.2
Independent Certified Public Accountants Consent
We consent to the use of our report incorporated herein by
reference.
Our report dated April 14, 2000 contains an explanatory
paragraph that states that the Company has suffered
recurring losses from operations, which raises substantial
doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any
adjustments that might result from the outcome of that
uncertainty.
/s/ KPMG LLP
Minneapolis, Minnesota
April 27, 2000
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference herein of Developed
Technology Resource, Inc. on Form S-8 of our report dated September
3, 1999, appearing in the Annual Report on Form 10-KSB of Developed
Technology Resource, Inc. for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 27, 2000
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that DEVELOPED TECHNOLOGY
RESOURCE, INC., a Minnesota corporation (the "Company"), and each
of the undersigned directors of the Company, hereby constitutes
and appoints John P. Hupp and LeAnn H. Davis, and each of them
(with full power to each of them to act alone) its/his true and
lawful attorney-in-fact an agent, for it/him and on its/his
behalf and its/his name, place and stead, in any and all
capacities to sign, execute, affix its/his seal thereto and file
one or more Registration Statements on Form S-8 or any other
applicable form under the Securities Act of 1933, as amended, and
amendments thereto, including pre-effective and post-effective
amendments, with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority,
relating to: 400,000 shares of the Company's common stock, par
value $.01, (the "Common Stock") reserved for issuance with
respect to he Company's 1992 Stock Option Plan, as amended and
85,000 shares of the Company's common stock, par value $.01 per
share reserved for issuance with respect to the Company's 1997
Outside Directors Stock Option Plan.
There is hereby granted to said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in respect of the
foregoing as fully as it/he or itself/himself might or could do
if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of
counterparts, each of which shall be an original, but all of
which taken together shall constitute one and the same instrument
and any of the undersigned directors may execute this Power of
Attorney by signing any such counterpart.
IN WITNESS WHEREOF, DEVELOPED TECHNOLOGY RESOURCE, INC. has
caused this Power of Attorney to be executed in its name by its
President on the 27th day of April, 2000.
DEVELOPED TECHNOLOGY RESOURCE, INC.
By /s/ John P. Hupp
John P. Hupp, President
The undersigned directors of DEVELOPED TECHNOLOGY RESOURCE,
INC. have hereunto set their hands as of April 27, 2000.
By /s/ Roger W. Schnobrich
Roger W. Schnobrich
By/s/ Peter L. Hauser
Peter L. Hauser
