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As filed with the Securities and Exchange Commission July 19, 1996
Registration No. 33-________
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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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FOURTH SHIFT CORPORATION
(Exact name of issuer as specified in its charter)
Minnesota 41-1437794
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7900 International Drive
Minneapolis, Minnesota 55425
(Address of Principal Executive Offices) (Zip Code)
FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
DAVID G. LATZKE Copy to:
Vice President and Chief Financial Officer Thomas Martin
FOURTH SHIFT Corporation Dorsey & Whitney LLP
7900 International Drive 220 South Sixth Street
Minneapolis, Minnesota 55425 Minneapolis, Minnesota 55402
(Name and address of agent for service) (612) 340-8706
(612) 851-1500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock
$.01 par value 1,200,000 $6.50 $7,800,000 $2,690
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(1) The number of shares being registered represents the number of shares of
Common Stock, in addition to 1,050,000 shares previously registered, which
may be issued pursuant to the FOURTH SHIFT Corporation 1993 Stock Incentive
Plan.
(2) Estimated solely for the purpose of determining the registration fee,
based upon the average of the high and low prices of the Common Stock as
quoted on The Nasdaq National Market on July 15, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by FOURTH SHIFT
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statemen6.50t, as of their
respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(b) The description of capital stock contained in any registration
statement or report filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description; and
(c) The Company's Registration Statements on Form S-8 (File Nos.
33-68894, 33-80480 and 33-93756) relating to the Company's 1993 Stock
Incentive Plan.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Statutes requires, among
other things, the indemnification of persons made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their
official capacity as an officer, director, employee or agent of the
corporation against judgments, penalties and fines (including attorneys'
fees) if such person is not otherwise indemnified, acted in good faith,
received no improper benefit, believed that such conduct was in the best
interests of the corporation, and, in the case of criminal proceedings, had
no reason to believe the conduct was unlawful. In addition, Section
302A.521, subd. 3, requires payment by the corporation, upon written request,
or reasonable expenses in advance of final disposition in certain instances.
A decision as to required indemnification is made by a disinterested majority
of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special
legal counsel, by the shareholders or by a court. The bylaws of the Company
provide that the Company shall indemnify such persons, for such liabilities,
in such manner, under such circumstances, and to such extent as permitted by
Section 302A.521, as now enacted or hereafter amended. This indemnification
may include indemnification for liabilities arising under the Securities Act
of 1933.
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Item 8. EXHIBITS.
Exhibit Number Description
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4.1 FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN,
as amended (incorporated by reference to Exhibit
10.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).
5 Opinion of Dorsey & Whitney LLP.
24.1 Consent of Arthur Andersen LLP.
24.2 Consent of Dorsey & Whitney LLP (included in Exhibit
5 above).
25 Power of Attorney (included in the signature page to
this Registration Statement).
Item 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS
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, represent 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 subparagraphs (i) and (ii) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs 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.
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B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
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 (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 Registrant pursuant to the indemnification
provisions described herein, 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 in connection 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 of 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 Minneapolis, State of Minnesota, on
this 16th day of July, 1996.
FOURTH SHIFT CORPORATION
By: /s/ MARION MELVIN STUCKEY
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Marion Melvin Stuckey
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of FOURTH SHIFT Corporation, whose
signatures appear below, hereby constitute and appoint Marion Melvin Stuckey
and David Latzke, and each of them (with full power to each of them to act
alone), the true and lawful attorney-in-fact to sign and execute on behalf of
the undersigned, any amendment or amendments to this Registration Statement
of FOURTH SHIFT Corporation, and each of the undersigned does hereby ratify
and confirm all that said attorneys shall do or cause to be done by virtue
thereof.
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:
Name Title
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/s/ MARION MELVIN STUCKEY Chairman, Chief Executive July 16, 1996
- -------------------------- Officer and Director (PRINCIPAL
Marion Melvin Stuckey EXECUTIVE OFFICER)
/s/ JIMMIE H. CALDWELL President, Chief Operating July 16, 1996
- -------------------------- Officer and Director
Jimmie H. Caldwell
/s/ DAVID G. LATZKE Vice President and Chief July 16, 1996
- -------------------------- Financial Officer (PRINCIPAL
David G. Latzke FINANCIAL OFFICER)
/s/ NICHOLAS J. VASSALLO Controller (PRINCIPAL July 16, 1996
- -------------------------- ACCOUNTING OFFICER)
Nicholas J. Vassallo
/s/ MICHAEL J. ADAMS Director July 16, 1996
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Michael J. Adams
/s/ DAVID J. ALLIO Director July 16, 1996
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David J. Allio
/s/ TONY J. CHRISTIANSON Director July 16, 1996
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Tony J. Christianson
/s/ ROBERT M. PRICE Director July 16, 1996
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Robert M. Price
/s/ PORTIA ISAACSON Director July 16, 1996
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Portia Isaacson
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EXHIBIT INDEX
Exhibit Number Description Page
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4.1 FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN, as
amended (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
5 Opinion of Dorsey & Whitney LLP. . . . . . . . . . . . . . . . 7
24.1 Consent of Arthur Andersen LLP . . . . . . . . . . . . . . . . 8
24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above).
25 Power of Attorney (included in the signature page to this
Registration Statement).
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Exhibit 5
Fourth Shift Corporation
7900 International Drive
International Plaza
Suite 450
Bloomington, MN 55420
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 filed by
FOURTH SHIFT Corporation (the "Company") with the Securities and Exchange
Commission on or about the date hereof, relating to the registration of
1,200,000 shares of its Common Stock, $.01 par value, which may be issued
pursuant to the exercise of options or other common stock rights granted or
which may be granted under the Company's 1993 Stock Incentive Plan (the
"Plan"), please be advised that as counsel to the Company, upon examination
of such corporate documents and records as we have deemed necessary or
advisable for the purposes of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Minnesota.
2. The 1,200,000 shares which may be issued by the Company under
the Plan will be, when issued and paid for as described in the Registration
Statement, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Dated: July 18, 1996
Very truly yours,
DORSEY & WHITNEY LLP
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Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 18, 1996, incorporated by reference in Fourth Shift
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
July 19, 1996
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