<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIELDWORKS, INCORPORATED
(Exact name of registrant as specified in its charter)
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Minnesota 3571 41-1731723
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
Fieldworks, Incorporated
9961 Valley View Road
Eden Prairie, Minnesota 55344
(612) 947-0856
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Gary J. Beeman, Chief Executive Officer and Treasurer
Fieldworks, Incorporated
9961 Valley View Road
Eden Prairie, Minnesota 55344
(612) 947-0856
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
Kenneth L. Cutler, Esq. Timothy M. Heaney, Esq.
R. Kirkland Cozine, Esq. William K. Sjostrom, Esq.
Dorsey & Whitney LLP Fredrikson & Byron, P.A.
220 South Sixth Street 900 Second Avenue South
Minneapolis, Minnesota 55402-1498 Minneapolis, Minnesota 55402
(612) 340-2600 (612) 347-7000
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX: [_]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [X] 333-18335
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIEST EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of each Proposed maximum maximum Amount of
class of securities amount to be offering price aggregate registration
to be registered registered(1) per unit offering price fee
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<S> <C> <C> <C> <C>
COMMON STOCK, $.001 PAR 316,250 SHARES $6.50 $2,055,625 $623
VALUE.................
</TABLE>
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(1) INCLUDING 41,250 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF AN
OPTION PURSUANT TO WHICH THE UNDERWRITERS MAY PURCHASE SHARES TO COVER
OVER-ALLOTMENTS, IF ANY.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Company's
Registration Statement on Form S-1, Securities and Exchange Commission (the
"Commission") File No. 333-18335, filed with the Commission on December 20,
1996, as amended by Amendment No. 1 thereto filed with the Commission on
February 21, 1997, are incorporated herein by reference.
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-1 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF EDEN PRAIRIE,
STATE OF MINNESOTA, ON MARCH 19, 1997.
FIELDWORKS, INCORPORATED
/s/ Gary J. Beeman
By: __________________________________
GARY J. BEEMAN PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON MARCH 19, 1997.
SIGNATURE TITLE
/s/ Gary J. Beeman President, Chief Executive Officer
- - ------------------------------------ and Director (Principal Executive
GARY J. BEEMAN Officer)
/s/ Steven A. Manske
- - ------------------------------------ Vice President Finance (Principal
STEVEN A. MANSKE Financial and Accounting Officer)
* Director
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ROBERT HELLER
* Director
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GEORGE E. KLINE
* Chairman of the Board
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DAVID C. MALMBERG
* Director
- - ------------------------------------
ROBERT C. SZYMBORSKI
*By: /s/ GARY J. BEEMAN
__________________________
GARY J. BEEMAN
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
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5.1 Opinion of Dorsey & Whitney LLP (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Dorsey & Whitney LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to
signature page to the Company's Registration
Statement on Form S-1, File No. 333-18335)
<PAGE>
Exhibit 5.1
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[LETTERHEAD OF DORSEY & WHITNEY LLP]
FieldWorks, Incorporated
9961 Valley View Road
Eden Prairie, MN 55344
Re: Registration Statement on Form S-1 to be filed with the
Securities and Exchange Commission on March 20, 1997
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-1 (the "Registration Statement") relating to the sale by the Company of up to
316,250 shares of common stock of the Company, par value $.001 per share
(including 41,250 shares to be subject to the Underwriters' over-allotment
option) (the "Common Stock").
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. We have
also assumed that the Common Stock will be priced by the Pricing Committee
established by the authorizing resolutions adopted by the Company's Board of
Directors in accordance with such resolutions and will be issued and sold as
described in the Registration Statement.
<PAGE>
FieldWorks, Incorporated
March 19, 1997
Page 2
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Company pursuant to the Registration Statement have been
duly authorized by all requisite corporate action and, upon issuance, delivery
and payment therefor as described in the Registration Statement, 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, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: March 19, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
<PAGE>
Exhibit 23.1
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
and to all references to our Firm included in the Company's previously filed
Registration Statement File No. 333-18335.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
March 19, 1997
