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As filed with the Securities and Exchange Commission on August 1, 2000.
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 Sheldahl Road
Northfield, Minnesota 55057
(Address of Principal Executive Offices and zip code)
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SHELDAHL, INC. 1994 STOCK PLAN
(Full title of the Plan)
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Copy to:
Edward L. Lundstrom Charles P. Moorse
President and Chief Executive Officer Kristin L. Johnson
1150 Sheldahl Road Lindquist & Vennum P.L.L.P.
Northfield, Minnesota 55057 4200 IDS Center
(507) 663-8000 Minneapolis, MN 55402
(Name, address and telephone (612) 371-3211
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, 98,410 shares(2) $3.9375 $387,490 $103
$.25 par value
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</TABLE>
(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 July 28, 2000.
(2) Plus such additional number of shares as may be required pursuant
to the 1994 Stock Plan (the "Plan"), in the event of a stock
dividend, split, recapitalization or similar event. This
Registration Statement on Form S-8 is being filed to register an
additional 98,410 shares of Sheldahl Common Stock which became
issuable pursuant to an "evergreen" provision of the Plan.
Previously, 600,000 shares were registered on Form S-8 (File No.
33-58549) on April 12, 1995, 400,000 shares were registered on
September 24, 1997 (File No. 333-36267), and 200,000 shares were
registered on March 2, 1998 (File No. 333-47183).
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-58549) was filed
with the Securities and Exchange Commission ("SEC") on April 12, 1995 covering
the registration of 600,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan"). A Registration Statement on Form S-8
(File No. 333-36267) was filed with the SEC on September 24, 1997 covering the
registration of an additional 400,000 shares. A Registration Statement on Form
S-8 (File No. 333-47183) was filed with the SEC on March 2, 1998 covering the
registration of an additional 200,000 shares. Pursuant to General Instruction
E of Form S-8 and Rule 429, this Registration Statement is being filed to
register an additional 98,410 shares estimated pursuant to an "evergreen"
provision authorized under the Plan as a result of which the number of shares
of common stock available for grant or award under the Plan increases each
time, commencing after January 14, 1998, that the then number of shares
available for grant under the Plan shall have been fully granted and no longer
be available (the "Reset Date") On each Reset Date the number of shares
reserved for issuance under the Plan shall be increased to an amount equal to
12% of the total number of shares of common stock outstanding on such date
minus the number of shares subject to outstanding awards on such date. An
amendment to incorporate the "evergreen" provision into the Plan was
authorized by the Company's Board of Directors on August 19, 1997 and such
amendment was approved by the Company's shareholders on January 14, 1998.
Reset Dates have occurred on September 23, 1998 and October 20, 1998 with
share increases of 19,321 shares and 79,089 shares, respectively. This
Registration Statement should also be considered a post-effective amendment to
the prior Registration Statements. The contents of the prior Registration
Statements are incorporated herein by reference.
PART I
Pursuant 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 August 27, 1999.
(b) The Definitive Proxy Statement dated December 15, 1999 for the
2000 Annual Meeting of Shareholders held January 12, 2000.
(c) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended November 26, 1999, February 25, 2000 and May 26,
2000.
(d) The description of the Company's Common Stock as set forth in the
Company's Form S-3 Registration Statement filed October 12, 1995
(Registration No. 33-63373), including the
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supplemental description on Form 8-A filed with the Commission on
June 21, 1996 and 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
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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
4.1 Sheldahl, Inc. 1994 Stock Plan, as amended
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
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 Power of Attorney (set forth on the signature page hereof)
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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.
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(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.
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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 July 28, 2000.
SHELDAHL, INC.
By /s/ Edward L. Lundstrom
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Edward L. Lundstrom, President and Chief Executive Officer
By /s/ Jill D. Burchill
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Jill D. Burchill, Chief Financial Officer
POWER OF ATTORNEY
The undersigned officers and directors of Sheldahl, Inc. hereby
constitute and appoint Edward L. Lundstrom and Gerald E. Magnuson, 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
July 28, 2000 in the capacities indicated.
Signatures
/s/ James E. Donaghy
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James E. Donaghy, Chairman of
the Board
/s/ Edward L. Lundstrom
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Edward L. Lundstrom,
President and Chief Executive Officer (Principal
Executive Officer) and Director
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/s/ Jill D. Burchill
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Jill D. Burchill, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Kenneth J. Roering
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Kenneth J. Roering, Vice-Chairman of
the Board and Director
/s/ William B. Miller
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William B. Miller, Director
/s/ Gerald E. Magnuson
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Gerald E. Magnuson, Director
/s/ John G. Kassakian
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John G. Kassakian, Director
/s/ Beekman Winthrop
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Beekman Winthrop, Director
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Raymond Wieser, Director
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