As filed with the Securities and Exchange Commission on July 16, 1997
Registration No. 333-31017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAVARRE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1704319
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
7400 49TH AVENUE NORTH
NEW HOPE, MN 55428
(Address of principal executive officers and zip code)
NAVARRE CORPORATION 1992 STOCK OPTION PLAN
(Full title of the Plan)
Eric H. Paulson
President
Navarre Corporation
7400 49th Avenue North
New Hope, MN 55428
(612) 535-8333
(Name, address and telephone number of agent for service)
COPY TO:
Thomas G. Lovett, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
This Amendment consists of 3 pages.
<PAGE>
This Form S-8 is hereby amended as follows:
ITEM 1. The Consent filed as Exhibit 23(b) to the Form S-8 filed by the Company
registering an additional 1,300,000 shares of common stock authorized under its
1992 Stock Option Plan is hereby amended to read as follows:
Exhibit 23(b)
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus of Navarre Corporation for
the registration of 1,300,000 shares of its common stock, of our
reports dated April 25, 1997, with respect to the consolidated
financial statements of Navarre Corporation included in its Annual
Report (Form 10-K) for the year ended March 31, 1997, and the related
financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 10, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NAVARRE CORPORATION
Dated: July 16, 1997. By: /s/ Eric H. Paulson
Eric H. Paulson, Chairman of the
Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Report has been signed by the following persons on July 15, 1997 on behalf
of the Registrant in the capacities indicated.
(Power of Attorney)
/s/ Eric H. Paulson
Chairman of the Board, President
and Chief Executive Officer
/s/ Charles E. Cheney
Charles E. Cheney
Chief Financial Officer, Executive
Vice President and Director
*
Dickinson G. Wiltz
Director
*
James G. Sippl
Director
*
Michael L. Snow
Director
*By: /s/ Eric H. Paulson
Eric H. Paulson
Attorney-In-Fact
