SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICRO COMPONENT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization
41-0985960
(I.R.S. Employer Identification No.)
2340 West County Road C
St. Paul, MN 55113-2528
(Address of Principal Executive Offices)
Incentive Stock Option Plan
(Full title of the plan)
Roger E. Gower, President
Micro Component Technology, Inc.
2340 West County Road C
St. Paul, MN 55113-2528
(Name and address of agent for service)
(612) 697-4000
(Telephone number, including area code, of agent for service)
-------------------------
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 250,000 $4.56 $1,140,000 $345.45
Stock Shares
($.01 par
value)
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee,
the price per share is the average of the high and low prices on
October 6, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Incorporated by reference into the registration statement are the
following: (a) the Company's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Act") or the latest
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933, which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year for which
such statements have been filed; (b) all other reports filed pursuant to Section
13(a) or 15(d) of the Act since the end of the fiscal year covered by the annual
reports or the prospectus referred to in (a) above; (c) the description of the
Company's common stock which is contained in a registration statement filed
under Section 16 of the Act including any amendment or report filed for the
purposes of updating such description; or (d) the latest annual report filed by
any of the plans pursuant to Section 13(a) or 15(d) of the Act. In addition, all
documents filed subsequently by the Company pursuant to Sections 13, 14, and
15(d) of the 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 into the registration statement and to be a part thereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VII, Section 1, of the Bylaws of the Company provides that each
director, officer, employee or agent be fully indemnified by the corporation in
the manner and to the extent provided by Minnesota law. Minnesota Statutes,
Section 302A.521, generally requires a corporation to indemnify its directors,
officers, employees or agents against judgments, penalties, fines and expenses,
including attorneys' fees, incurred in connection with their official
capacities, provided that such person (i) has not been indemnified by another
with respect to the same matter, (ii) acted in good faith, (iii) received no
improper personal benefit, (iv) had no reasonable cause to believe that his
conduct was unlawful and (v) reasonably believed that his conduct was in the
best interests of the corporation.
Article VII, Section 1, of the Bylaws of the Company also authorizes the
corporation to purchase insurance to cover its directors, officers, employees
and agents for claims asserted against them in their official capacities.
<PAGE>
The Company has purchased officers' and directors' liability insurance.
The policy provides that the insurer will pay, on behalf of the Company, 95
percent of any amount the Company is required or permitted to pay to indemnify
directors and officers due to a claim against such director or officer for
errors, omissions, misstatements, misleading statements, negligence, or breach
of duty while acting in their official capacities, or asserted against them
solely by reason of their office, with certain exclusions. The insurer will pay
a maximum of $1,000,000 pursuant to this policy, and will only make payment to
the extent such damages exceed $250,000.
Article 10 of the Articles of Incorporation of the Company provides that a
director of the corporation shall have no liability to the corporation or its
stockholders for monetary damages for breach of fiduciary duty, to the fullest
extent permitted by Minnesota law. Minnesota Statutes, Section 302A.251, subd.
4, provides that a director is not liable to a corporation or its shareholders
for monetary damages resulting from a breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to the
corporation or its shareholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3) for
transactions from which the director derived an improper personal benefit; (4)
for payment of dividends or stock redemptions by the corporation in violation of
the provisions of Section 302A.559 of the Minnesota Business Corporation Act, as
it may be amended from time to time; or (5) for any purchase or sale of
securities in violation of Section 80A.23 of the Minnesota Securities Act, as it
may be amended from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4. Incentive Stock Option Plan, as amended through June 27, 1996
(incorporated by reference to Form 10-K for fiscal year ended
June 29, 1996, SEC File No. 0-22384).
5. Opinion Regarding Legality (filed herewith).
23A. Consent of Deloitte & Touche LLP (filed herewith).
23B. Consent of Best & Flanagan P.L.L.P. (included in Exhibit 5 and
filed herewith).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
<PAGE>
(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 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 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) 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 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.
(h) 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 such liabilities (other than the payment by the Company 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 Company will, unless in
<PAGE>
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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company 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 St. Paul, and State of Minnesota, on this 30th
day of September, 1997.
MICRO COMPONENT TECHNOLOGY, INC.
(Registrant)
By /s/ Roger E. Gower
------------------------------------
Roger E. Gower, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 30th day of September, 1997.
Signature Capacity
- --------- --------
/s/ Roger E. Gower Principal Executive Officer
- ---------------------------- and Director
Roger E. Gower
/s/ Jeffrey S. Mathiesen Principal Financial Officer
- ---------------------------- and Principal Accounting
Jeffrey S. Mathiesen Officer
/s/ Donald J. Kramer Director
- ----------------------------
Donald J. Kramer
/s/ David M. Sugishita Director
- ----------------------------
David M. Sugishita
/s/ Donald R. VanLuvanee Director
- ----------------------------
Donald VanLuvanee
/s/ Patrick Verderico Director
- ----------------------------
Patrick Verderico
The above persons signing as directors are a majority of the members of the
Company's Board of Directors.
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee, which administers the Incentive Stock Option Plan, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, and State of
Minnesota, on this 30th day of September, 1997.
Incentive Stock Option Plan
By /s/ Donald R. VanLuvanee
-----------------------------------
Donald R. VanLuvanee
Compensation Committee Chairman
CCB\blm\46557
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
4. Incentive Stock Option Plan, as amended through June 27,
1996 (incorporated by reference to Form 10-K for fiscal
year ended June 29, 1996, SEC File No. 0-22384).
5. Opinion Regarding Legality (filed herewith).
23A. Consent of Deloitte & Touche LLP (filed herewith).
23B. Consent of Best & Flanagan P.L.L.P. (included in Exhibit 5 and filed
herewith).
BEST & FLANAGAN
Professional Limited Liability Partnership
4000 FIRST BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
55402-4331
HTTP://WWW.BESTLAW.COM
(612) 339-7121
FAX (612) 339-5897
Direct Dial: 341-9726
October 10, 1997
Micro Component Technology, Inc.
2340 West County Road C
St. Paul, MN 55113-2528
RE: Form S-8 Registration Statement
Ladies and Gentlemen:
You have requested our opinion with regard to the legality of the
proposed offering by Micro Component Technology, Inc. (the "Company") of an
additional 250,000 shares of the Company's common stock, par value $.01 per
share, in connection with the Incentive Stock Option Plan (the "Plan"). In
rendering this opinion, we have reviewed the Articles of Incorporation of the
Company, the Bylaws of the Company, the Plan, the minutes of all meetings of the
directors of the Company in which any action was taken pertaining to the
adoption of the Plan or the issuance of the shares, the Registration Statement
on Form S-8, and other matters deemed relevant to us.
Based upon our examination of the foregoing documents and questions of
law as we have deemed applicable, we are of the following opinion:
1. That the Company is a corporation duly organized under the laws of
the State of Minnesota.
2. That the shares to be offered by the Company, when sold upon the
terms and in the manner set forth in the Plan and the Registration Statement,
will be validly issued, fully paid and nonassessable shares of the Company's
common stock.
<PAGE>
Micro Component Technology, Inc.
October 10, 1997
Page 2
The undersigned firm hereby consents to the inclusion of this letter as
a part of any application by the Company for registration or qualification of
the shares to be sold pursuant to the requirements of any federal or state law.
Very truly yours,
BEST & FLANAGAN
Professional Limited Liability Partnership
By: /s/ Charles C. Berquist
--------------------------------------
Charles C. Berquist, a Partner
CCB/blm/46591
EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 Registration
Statement, of Micro Component Technology, Inc., of our report dated August 22,
1997, appearing in the Annual Report on Form 10-K of Micro Component Technology,
Inc. for the year ended June 28, 1997.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
October 7, 1997
