As filed with the Securities and Exchange Commission on April 12,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
1150 Sheldahl Road
Northfield, Minnesota 55057
(Address of Principal Executive Offices and zip code)
____________________________
SHELDAHL, INC.
1994 STOCK PLAN
(Full title of the Plan)
____________________________
James E. Donaghy
President
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, MN 55057
(507) 663-8000
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Charles P. Moorse
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
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 Price Fee
Common
Stock, 600,000 shares $14.875(1) $8,925,000(1) $3,077.58
$0.25 par value
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based
upon the average of the high and low prices of the Company's
Common Stock on the Nasdaq National Market on April 12,
1995.
PART I
Pursuant to the Note to Part I of Form S-8, the information
required by Items 1 and 2 of Form S-8 is not filed as a part of this
Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended September 2, 1994.
(b) The Definitive Proxy Statement dated November 29, 1994
for the 1995 Annual Meeting of Shareholders.
(c) The Quarterly Report on Form 10-Q for the quarter ended
December 2, 1994.
(d) The description of the Company's Common Stock as set
forth in the Company's Form S-2 Registration Statement dated June
22, 1994 (Registration No. 33-79266), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this Registration Statement and to
be 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.
Gerald E. Magnuson, Secretary of the Company, is of counsel
with Lindquist & Vennum P.L.L.P., which is the law firm passing on
the validity of the securities issued under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act
provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against judgments,
penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:
(1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties,
fines, including, without limitation, excise taxes
assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with
respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section
302A.255 (Director Conflicts of Interest), if
applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph
(c), clause (1) or (2), reasonably believed that the
conduct was in the best interests of the corporation, or
in the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph
(c), clause (3), reasonably believed that the conduct
was not opposed to the best interests of the
corporation. If the person's acts or omissions
complained of in the proceeding relate to conduct as a
director, officer, trustee, employee, or agent of an
employee benefit plan, the conduct is not considered to
be opposed to the best interests of the corporation if
the person reasonably believed that the conduct was in
the best interests of the participants or beneficiaries
of the employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
as to the legality of the common stock
offered pursuant to the stock plan
referred to herein
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24.1 A power of attorney is set forth on the signature page of the
Registration Statement.
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, represents a fundamental
change in the information set forth in the 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 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 registrant 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) 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 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 foregoing
provisions, 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 Act 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 connected 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
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
Northfield, State of Minnesota, on March 31, 1995.
SHELDAHL, INC.
By /s/ James E. Donaghy, President
__________________________
James E. Donaghy, President
POWER OF ATTORNEY
The undersigned officers and directors of Sheldahl, Inc.
hereby constitute and appoint James E. Donaghy and John V. McManus,
or either of them, with power to act one without the other, our true
and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary
or advisable 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 attorney-in-fact and agent, or
his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons on March 31, 1995 in the capacities indicated.
Signature
/s/James E. Donaghy, President
_________________________
James E. Donaghy, President,
Chief Executive Officer (Principal
Executive Officer) and Director
/s/John V. McManus
_________________________
John V. McManus,
Vice President - Finance
(Principal Financial Officer)
/s/James S. Womack
_________________________
James S. Womack, Chairman of
the Board
/s/Richard S. Wilcox
_________________________
Richard S. Wilcox, Director
/s/Kenneth J. Roering
_________________________
Kenneth J. Roering, Director
/s/William B. Miller
_________________________
William B. Miller, Director
/s/Gerald E. Magnuson
_________________________
Gerald E. Magnuson, Director
_________________________
John G. Kassakian, Director
/s/Beekman Winthrop
_________________________
Beekman Winthrop, Director
Exhibit 5.1
March 31, 1995
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota 55057
Re: Opinion of Counsel as to Legality of 600,000 Shares of Common
Stock to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration
under the Securities Act of 1933 on Form S-8 of 600,000 shares of
Common Stock, $0.25 par value, of Sheldahl, Inc. (the "Company")
offered to officers, other key employees and non-employee
directors pursuant to the Sheldahl, Inc. 1994 Stock Plan (the
"Plan").
We advise you that it is our opinion, based on our
familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 600,000 shares of
Common Stock to be issued by the Company under the Plan, will,
when paid for and issued, be validly issued and lawfully
outstanding, fully paid and nonassessable shares of Common Stock
of the Company.
The undersigned hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an Exhibit to the
Registration Statement with respect to said shares of Common Stock
under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/Lindquist & Vennum P.L.L.P.
Exhibit 23.1
April 11, 1995
Arthur Andersen LLP
45 South Seventh Street
Minneapolis, Minnesota 55402
Gentlemen:
The following representations, made to the best of our knowledge
and belief, apply to Sheldahl, Inc. And its subsidiary and are
submitted in connection with the registration statement covering
the registration of 600,000 shares of common stock.
1. There are no unasserted claims or assessments hat our legal
counsel has advised us are probable of assertion and must be
disclosed in accordance with Statement of Financial
Accounting Standards No. 5.
2. Since September 2, 1994, there have been no events or
transactions that have a material effect on the financial
statements as of and for the year ended September 2, 1994
included in the registration statement or that should be
disclosed in order to make those statements not
misleading.
3. We affirm the representations made to you as included in
our letter to you dated October 7, 1994.
Very truly yours,
/s/James E. Donaghy
_________________________
James E. Donaghy
President and Chief Executive Officer
/s/John V. McManus
_________________________
John V. McManus
Vice President, Finance
