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Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MURDOCK COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Iowa 42-1337746
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(State of Incorporation) I.R.S. Employer I.D. No.
1112 29th Avenue S.W
Cedar Rapids, Iowa 52404
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(Address of Principal Executive Offices) (Zip Code)
MURDOCK COMMUNICATIONS CORPORATION 1997 STOCK OPTION PLAN
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(Full title of the plan)
Thomas E. Chaplin
Chief Executive Officer
Murdock Communications Corporation
1112 29th Avenue S.W.
Cedar Rapids, Iowa 52404
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(Name and address of agent for service)
319-362-6900
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(Telephone number, including area code
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Proposed
Maximum Proposed
Offering Maximum Amount Of
Title Of Securities Amount To Price Per Aggregate Registration
To Be Registered Be Registered Share Offering Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 288,029 $4.35 (1) $1,252,927 $370
value
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</TABLE>
(1) For the purpose of computing the registration fee, Murdock Communications
Corporation (the "Registrant") has used $4.35 as the average of the bid
and asked prices of the Common Stock as reported on August 18, 1998 on the
Nasdaq Bulletin Board for the offering price per share, in accordance with
Rule 457(h).
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PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1997.
(b) All other reports filed pursuant to sections 13(a) or
15(d) of the Exchange Act since the end of the 1997 fiscal year which is
reported in the Annual Report referred to in paragraph (a) above.
(c) The description of the Registrant's Common Stock contained
in the registration statement filed pursuant to section 12 of the Exchange Act
and all amendments thereto or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the
Registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 herein 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.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Iowa Business Corporation Act (the "IBCA") authorizes corporations to
limit or eliminate the personal liability of directors to corporations and their
shareholders for monetary damages for breach of directors' fiduciary duty of
care. The Company's Articles of Incorporation (the "Articles") limits the
liability of directors of the Company to the Company or its shareholders to the
fullest extent permitted by the IBCA or any other applicable laws presently or
hereinafter in effect. Specifically, a director of the Company will not be
personally liable for or with respect to any acts or omissions in the
performance of his duties as a director of the Company except for a breach of
the director's duty of loyalty to the Company or its shareholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for a transaction in which the director derives an improper
personal benefit or for unlawful distributions.
The inclusion of this provision in the Articles may have the effect of
reducing the likelihood of derivative litigation against directors, and may
discourage or deter shareholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its shareholders.
The Articles also provide mandatory indemnification rights to any officer
or director of the Company to the full extent permitted by Iowa law or any
applicable laws presently or hereafter in effect.
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Unless a corporation's articles of incorporation provide otherwise, the
IBCA requires a corporation to indemnify a director or officer who was
completely successful in the defense of any proceeding to which the director or
officer was a party because the director or officer is or was a director or
officer of the corporation and permits a director or officer to apply for
court-ordered indemnification if the director or officer is fairly and
reasonably entitled to indemnification in view of all of the relevant
circumstances. The Articles do not limit the foregoing indemnification rights of
the directors and officers of the Company. In addition, the Company's By-Laws
provide that, to the fullest extent permitted by Iowa law, the Company may
indemnify the officers and directors of the Company.
The Company intends to maintain insurance for each director and officer of
the Company covering certain expenses, liability or losses he may incur that
arise by reason of his being a director or officer of the Company or subsidiary
company, whether or not the Company would have the power to indemnify such
person against such expenses, liability or loss under the IBCA.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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4.1 Restated Articles of Incorporation.
4.2 First Amendment to Restated Articles of Incorporation.
4.3 Second Amendment to Restated Articles of Incorporation.
4.4 Amended and Restated By-Laws.
5 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.
as to the legality of the stock being registered.
23.1 Consent of Deloitte & Touche LLP.
24 Power of Attorney.
Item 9. Undertakings.
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1. The small business issuer hereby undertakes as follows:
(a) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution.
(b) That, for determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement relating to
the securities offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.
(c) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the termination of the
offering.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer 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 small business issuer 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.
2
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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 Cedar Rapids, State of Iowa, on August 20, 1998.
MURDOCK COMMUNICATIONS CORPORATION
BY /s/ Guy O. Murdock
------------------------------------------
Guy O. Murdock, Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Guy O. Murdock and Thomas E. Chaplin, and each of them, his true and
lawful attorney-in-fact and agent, 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, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 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
attorney-in-fact and agent or his substitute 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Guy O. Murdock Chairman of the Board and Director August 20, 1998
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Guy O. Murdock
/s/ Thomas E. Chaplin Chief Executive August 20, 1998
- ----------------------- Officer and Director
Thomas E. Chaplin
/s/ Colin P. Halford President and Director August 20, 1998
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Colin P. Halford
/s/ John C. Poss Director August 20, 1998
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John C. Poss
/s/ Steven R. Ehlert Director August 20, 1998
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Steven R. Ehlert
/s/ Larry A. Erickson Director August 20, 1998
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Larry A. Erickson
/s/ Wayne Wright Director August 20, 1998
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Wayne Wright
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No Description Page
- ---------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation *
4.2 First Amendment to Restated Articles **
of Incorporation
4.3 Second Amendment to Restated Articles **
of Incorporation
4.4 Amended and Restated By-Laws ***
5 Opinion of Reinhart, Boerner,
Van Deuren, Norris & Rieselbach,
s.c. as to the legality of the
stock being registered
23.1 Consent of Deloitte & Touche LLP
24 Power of Attorney ****
</TABLE>
*Incorporated by reference to the Registrant's Form SB-2 Registration Statement
(Registration Statement No. 333-05422C).
**Incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1997 (File No. 000-21463).
***Incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1997 (File No. 000-21463).
****Incorporated by reference to the signature page of this Registration
Statement.
4
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EXHIBIT 5
August 20, 1998
Murdock Communications Corporation
1112 29th Avenue S.W.
Cedar Rapids, IA 52404
Gentlemen: Re: Registration Statement on Form S-8
We have acted as counsel for Murdock Communications Corporation, an
Iowa corporation (the "Company"), in connection with the Company's offering to
certain participants of up to 288,029 shares of its no par value common stock
(the "Common Stock") pursuant to the Murdock Communications Corporation 1997
Stock Option Plan (the "Plan").
In such capacity we have examined, among other documents, the Restated
Articles of Incorporation of the Company, as amended, and the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on or shortly after the date of this letter covering the
offering of the Common Stock pursuant to the Plan. Based on the foregoing and
such additional investigation as we have deemed necessary, it is our opinion
that the shares of Common Stock to be offered under the Plan have been legally
and validly authorized under the Restated Articles of Incorporation of the
Company, as amended, and the laws of the State of Iowa. When issued in
accordance with the description set forth in the Registration Statement and the
Plan, the shares of Common Stock will be legally issued, fully-paid and
nonassessable.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8. In giving our consent, we do not admit that
we are "experts" within the meaning of section 11 of the Securities Act of 1933,
as amended (the "Act"), or within the category of persons whose consent is
required by section 7 of the Act.
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ Albert S. Orr
Albert S. Orr
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Murdock Communications Corporation (the "Company") on Form S-8, relating to
288,029 shares of Common Stock issuable under the 1997 Stock Option Plan, of our
report dated March 25, 1998 (which expresses an unqualified opinion and includes
an explanatory paragraph reflecting substantial doubt about the Company's
ability to continue as a going concern), appearing in the Annual Report on Form
10-KSB of Murdock Communications Corporation for the year ended December 31,
1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Cedar Rapids, Iowa
August 18, 1998
