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As filed with the Securities and Exchange Commission on October 6, 1998
Registration No. 333-______
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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.)
7631 Anagram Drive
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)
David C. Malmberg
Chief Executive Officer
FIELDWORKS, INCORPORATED
7631 Anagram Drive
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(612) 974-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
- --------------------------------------------------------------------------------
Common Stock
($.001 par value) 500,000 shares $3.1875 $1,593,750 $470
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the proposed maximum aggregate offering price
are based upon the average of the high and low prices for the Common Stock
as reported on the Nasdaq National Market System on October 2, 1998.
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Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registrant's Registration
Statement on Form S-8 (File No. 333-26297), which relates to the issuance and
sale from time to time of up to 1,800,000 shares of the Registrant's Common
Stock upon the exercise of options and other awards granted under the
Registrant's 1994 Long-Term Incentive and Stock Option Plan and 1996 Directors'
Stock Option Plan.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description
- ------- -----------
4.1 Second Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registrant'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 Registrant's Registration Statement on
Form S-1, Registration No. 333-18335).
5.1 Opinion and Consent 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).
II-1
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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 5th day
of October, 1998.
FieldWorks, Incorporated
By /s/ David C. Malmberg
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David C. Malmberg
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 5th day of October, 1998.
Signature Title
--------- -----
/s/ David C. Malmberg Chief Executive Officer and Chairman of
- -------------------------------- the Board of Directors
David C. Malmberg (principal executive officer)
/s/ Karen L. Engebretson Chief Financial Officer, Vice President,
- -------------------------------- Finance
Karen L. Engebretson (principal financial and accounting
officer)
/s/ Gary J. Beeman Director
- --------------------------------
Gary J. Beeman
/s/ Robert W. Heller Director
- --------------------------------
Robert W. Heller
* Director
- --------------------------------
George E. Kline
/s/ Robert C. Szymborski Director
- --------------------------------
Robert C. Szymborski
* Director
- --------------------------------
Richard J. York
II-2
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Second Amended and Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Registrant'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 Registrant's Registration Statement on Form S-1,
Registration No. 333-18335).
5.1 Opinion and Consent 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).
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EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
FieldWorks, Incorporated
7631 Anagram Drive
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 500,000
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.
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, 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.
Dated: October 5, 1998 Very truly yours,
KLC /s/ Dorsey & Whitney LLP
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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 9, 1998
incorporated by reference in FieldWorks, Incorporated's Form 10-K for the year
ended January 4, 1998 (File No. 000-22221) and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 6, 1998
