As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 jurisdiction (I.R.S. Employer
of incorporation of organization) Identification No.)
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 Form S-8 consists of 9 pages (including exhibits). The index to exhibits is
set forth on page 4.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securites Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share Price Registration Fee
- ---------------- ---------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 1,300,000 $3.31(1) $4,303,000 $1303.94
--------- ----- ---------- --------
Total 1,300,000 $3.31 $4,303,000 $1303.94
--------- ----- ---------- --------
(1) Estimated solely for the purpose of determining the regisration fee pursuant
to Rule 457(c) and based upon the average of the high and low prices of the
Company's Common Stock as reported on the NASDAQ National Market System on July
7, 1997.
</TABLE>
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-80218) was filed with
the Securities and Exchange Commission on June 14, 1994 covering the
registration of 237,000 shares initially authorized for issuance under the Plan.
On November 29, 1994, a Registration Statement on Form S-8 (File No. 33-86762)
was filed with the Securities and Exchange Commission covering the registration
of an additional 200,000 shares authorized under the Plan. The total number of
shares authorized under the Plan was increased to 874,000 following a
two-for-one split effective June 21, 1996. The above Registration Statements
covering the 874,000 shares are currently in effect. Pursuant to General
Instruction E of Form S-8, this Registration Statement is being filed to
register an additional 1,300,000 shares authorized under the Plan. This
Registration Statement should also be considered a post-effective amendment to
the Registration Statement. The contents of the Registration Statement are
incorporated herein by reference.
PART I
Pursuant to the Note 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 Amendment No. 1 to the
Registration Statement.
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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 March 31, 1997.
(b) The description of the Company's Common Stock as set forth
under the caption "Capital Stock" in the Company's
Registration Statement on Form 8-A (File No. 0-22982).
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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires
the Company to indemnify any person made or threatened to be made a party to a
proceeding by reason of acts or omissions performed in the person's official
capacity against judgments, penalties, fines and reasonable expenses (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper personal benefit, reasonably believed that such
conduct was in the best interests or was not opposed to the best interests of
the Company, and, in the case of criminal proceedings, had no reasonable cause
to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the Company, upon
written request, of reasonable expenses (including attorneys' fees) incurred by
a person in advance of the final disposition of a proceeding, upon receipt by
the Company of a written affirmation by the person of a good faith belief that
the criteria for indemnification have been satisfied and a written undertaking
by the person to repay all amounts, if it is ultimately determined that the
criteria for indemnification have not been satisfied, and after a decision that
the known facts would not preclude 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.
<PAGE>
Item 7. Exemption from Registration Claimed.
The options that have been granted under the Plan were all granted to
employees of the Company and were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
Item 8. Exhibits.
Exhibit Page
4. Navarre Corporation 1992 Stock Option Plan, as
amended, incorporated herein by reference to Exhibit
10.3 to Form 10-Q for the quarter ended December 31,
1996
5. Opinion and Consent of Lindquist & Vennum, P.L.L.P.
as to the legality of the securities being registered 7
23(a). Consent of Lindquist & Vennum, P.L.L.P. (included in
Exhibit 5)
23(b). Consent of Ernst & Young LLP, independent public
accountants 8
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.
(c) 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.
<PAGE>
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 New Hope, State of Minnesota, on July 10, 1997.
NAVARRE CORPORATION
By: /S/ Eric H. Paulson
Eric H. Paulson, Chairman of the
Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signiture
appears below constitutes Eric H. Paulson and Charles E. Cheney, jointly and
severally, his attorney-in-fact, with full power of substitution for him and in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and agents, or their substitute or substitutes, 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 below by the following persons in the
capacities and on the date indicated.
/S/ Charles E. Cheney Dated: July 10, 1997
Charles E. Cheney
Chief Financial Officer, Executive
Vice President and Director
/S/ Dickinson G. Wiltz Dated: July 10, 1997
Dickinson G. Wiltz
Director
/S/ James G. Sippl Dated: July 10, 1997
James G. Sippl
Director
/S/ Michael L. Snow Dated: July 10, 1997
Michael L. Snow
Director
Exhibit 5 and 23(a)
July 10, 1997
Navarre Corporation
7400 49th Avenue North
New Hope, MN 55428
Re: Opinion of Counsel as to Legality of 1,300,000 Shares of
Common Stock to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 1,300,000 shares of Common Stock, no par
value, of Navarre Corporation (the "Company") offered to employees and
non-employee directors of the Company pursuant to the Navarre Corporation 1992
Stock Option Plan (the "Plan"). The Company registered 237,000 shares of Common
Stock on Form S-8 (No. 33-80218) on June 14, 1994 and 200,000 additional shares
of Common Stock on Form S-8 (No. 33-86762) on November 29, 1994. The total
number of shares authorized under the Plan was increased to 874,000 following a
two-for-one split effective June 21, 1996. The Company is registering an
additional 1,300,000 shares authorized under the Plan.
As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the additional 1,300,000 shares of Common Stock to be
offered to employees and non-employee directors by the Company under the Plan,
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
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July 10, 1997
Ernst & Young LLP
1400 Pillsbury Center
Minneapolis, MN 55402
In connection with Navarre Corporation's Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on July 10, 1997, and in
connection with your audit of the consolidated financial statements of Navarre
Corporation and subsidiaries for the year ended March 31, 1997 that are
incorporated by reference in the Form S-8, the respresentations made to you in
our letter of June 27, 1997 and April 25, 1997 remain current.
In addition to the foregoing, we also confirm, to the best of our knowledge and
belief, the following representations made to you in connection with your
post-report procedures.
GENERAL
We have responded fully to all inquiries made to us by you during your review.
We have no plans or intentions that may materially affect the carrying value or
classification of assets and liabilities.
UNAUDITED FINANCIAL INFORMATION
We recognize that, as member of management of the Company, we are responsible
for the fair presentation of its unaudited consolidated financial statements for
the two months ended May 31, 1997 made available to you. Such financial
statements were prepared from the books and records of Navarre corporation in
conformity with generally accepted accounting principles applied on the same
basis as that used for the audited consolidated financial statements of Navarre
Corporation as of and for the year ended March 31, 1997, and reflect all
adjustments necessary for a fair presentation of the consolidated financial
statements. All material transactions have been properly recorded in the account
records underlying these financial statements. No consolidated financial
statements are available for any period subsequent to May 31, 1997.
INTERNAL CONTROL STRUCTURE
There have been no significant changes in the internal control structure of the
manner in which transactions are recorded, classified and summarized in the
preparation of interim financial information fromt he internal control structure
and accounting systems in effect during the preceding year.
MINUTES
April 18, 1997, May 16, 1997 and June 26, 1997 were the only meetings of
shareholders, directors, committees of directors and important management
committees after March 31, 1997. The meetings included the Board of Directors.
We have made available to you the minutes of these meetings which are complete
and authentic records of the meeting.
CONTRACTS
We have made available to you all significant contracts and agreements. We have
compiled with all aspects of the contractual agreements that would have a
material effect on the financial statements in the event of noncompliance.
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Ernst & Young LLP
July 10, 1997
Page 2
FINANCIAL STATEMENT REPRESENTATIONS
There have been no significant changes in the capital accounts, long-term debt
(including debt covenants and compliance with them, and other than scheduled
materials and repayments), or net current assets or liabilities from the audited
balance sheet date to the date of this letter.
SUBSEQUENT EVENTS
No events or transactions have occurred since the date of our previous letter or
are pending that would have a material effect on the audited consolidated
financial statements included in the Form 10-K or that are of such significance
in relation to the Company's affairs to require mention in a note to the audited
consolidated financial statements in order to make them not misleading regarding
the financial position, results of operations, or cash flows of the Company.
Very truly yours,
/S/ Eric H. Paulson
Eric H. Paulson
President and Chief Executive Officer
/S/ Charles E. Cheney
Charles E. Cheney
Executive Vice President and
Chief Financial Officer
