<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-
------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------------
FIELDWORKS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41--1731723
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9961 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
FIELDWORKS, INCORPORATED 1994 LONG-TERM
INCENTIVE AND STOCK OPTION PLAN
(Full title of the plan)
DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Gary J. Beeman
Chief Executive Officer
FIELDWORKS, INCORPORATED
9961 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(612) 947-0856
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.001 par value) 1,800,000 shares $5.375 $9,675,000 $2,931.82
===============================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the last sale price as
reported by the Nasdaq National Market on April 28, 1997.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by Fieldworks,
Incorporated (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's prospectus filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended (the "Securities Act of
1933"), on March 20, 1997.
(b) Not applicable.
(c) The description of the Company's capital stock contained in
the registration statement on Form 8-A filed by the Company under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 302A.521 of the Minnesota Statutes provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of the former or present official capacity of such person
against judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a
II-1
<PAGE>
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.
Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 302A.521 are contained in the
Company's Second Amended and Restated Bylaws.
Item 7. Exemption from Registration Claimed.
-----------------------------------
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
--------
4.1 Second Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration No.
333-18335).
4.2 Second Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1, Registration No. 333-18335).
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
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<PAGE>
(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) above will not apply if
- -------- -------
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.
(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
Exchange Act 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
Securities Act of 1933 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 other
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 whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<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 Eden Prairie, State of Minnesota, on the 30th
day of April, 1997
Fieldworks, Incorporated
By /s/ Gary J. Beeman
-------------------------------------
Gary J. Beeman
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of April, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Gary J. Beeman Chief Executive Officer
- --------------------------------- and Director (principal executive
Gary J. Beeman officer)
/s/ Steven A. Manske Vice President Finance (principal
- --------------------------------- financial and accounting officer)
Steven A. Manske
* Director
- ---------------------------------
Robert Heller
* Director
- ---------------------------------
George E. Kline
* Chairman of the Board of Directors
- ---------------------------------
David C. Malmberg
* Director
- ---------------------------------
Robert C. Szymborski
*By /s/ Gary J. Beeman
------------------------------
Gary J. Beeman
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
4.1 Second Amended and Restated Articles of Incorporation Previously Filed
4.2 Second Amended and Restated Bylaws Previously Filed
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
Fieldworks, Incorporated
9961 Valley View Road
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Fieldworks, Incorporated, a
Minnesota corporation (the "Company"), in connection with a registration
statement on Form S-8 relating to the sale by the Company from time to time of
up to 1,800,000 shares (the "Shares") of common stock, par value $.001 per
share, of the Company. The Shares will be issuable under the 1994 Long-Term
Incentive and Stock Option Plan (the "Plan") of the Company and under the
Directors' Stock Option Plan (the "Directors' Plan") of the Company .
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, and any relevant agreements thereunder,
and in accordance with the terms of the Directors' Plan, and any relevant
agreements thereunder, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the registration statement on Form S-8 of the Company relating to the Plan
and the Directors' Plan.
Dated: April 30, 1997 Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
<PAGE>
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
February 5, 1997 included in Fieldworks, Incorporated's Form S-1 (Registration
Statement File No. 333-18335) and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 30, 1997
<PAGE>
EXHIBIT 24.1
------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary J. Beeman and Steven A.
Manske (with full power to act alone), as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Fieldworks, Incorporated and any or all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary J. Beeman Director April 28, 1997
- ---------------------------------
Gary J. Beeman
/s/ Robert Heller Director April 28, 1997
- ---------------------------------
Robert Heller
/s/ George E. Kline Director April 28, 1997
- ---------------------------------
George E. Kline
/s/ David C. Malmberg Chairman of the Board of Directors April 28, 1997
- ---------------------------------
David C. Malmberg
/s/ Robert C. Szymborski Director April 28, 1997
- --------------------------------
Robert C. Szymborski
</TABLE>
