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As filed with the Securities and Exchange Commission on May 31, 2000.
Registration No. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MBC HOLDING COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1702599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
882 WEST SEVENTH STREET
SAINT PAUL, MINNESOTA 55102
(Address of Principal Executive Offices and zip code)
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MBC HOLDING COMPANY 1993 STOCK OPTION PLAN
(Full title of the Plan)
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Copy to:
John J. Lee, President Thomas G. Lovett, IV
MBC Holding Company Lindquist & Vennum P.L.L.P.
882 West Seventh Street 4200 IDS Center
Saint Paul, Minnesota 55102 80 South Eighth Street
(651) 228-9173 Minneapolis, MN 55402
(Name, address and telephone (612) 371-3270
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities to be Registered Amount to Proposed Proposed Amount of
be Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering
Share Price
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Common Stock, $.01 par value to be 400,000 $3.50 (1) $1,400,000 (1) $370.00
issued pursuant to MBC Holding
Company 1993 Stock Option Plan
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last sale price of
the Company's Common Stock on the Nasdaq Small Cap Market on May 26,
2000.
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INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Registration Statement on Form S-8 (File No. 33-71442) was filed with
the Securities and Exchange Commission ("SEC") on November 8, 1993 covering the
registration of 250,000 shares initially authorized for issuance under the
Company's 1993 Stock Option Plan. The above Registration Statement covering
250,000 shares is currently in effect. Pursuant to General Instruction E of Form
S-8, this Registration Statement is being filed to register an additional
400,000 shares authorized for issuance under the Company's 1993 Stock Option
Plan. This Registration Statement should also be considered a post-effective
amendment to the previously filed Registration Statement. The contents of the
previously filed Registration Statement are incorporated herein by reference.
PART I
Pursuant 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 Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1999;
(b) The Company's 2000 Definitive Proxy Statement on
Schedule 14A;
(c) The Company's Quarterly Report for the Quarterly Period Ended
March 31, 2000 filed on Form 10-Q; and
(d) The description of the Company's Common Stock as set forth
under the caption "Description of Securities" in the Company's
Registration Statement on Form SB-2 (File No. 33-69302C).
All documents subsequently filed by the Company pursuant to Sections
13(a), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.
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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 7 of the Company's Bylaws provides for the indemnification of
any person who serves or has served as director, officer or employee, as well as
the heirs, executors and administrators of such person, in accordance with and
to the fullest extent permitted by Minnesota law.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall 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 as an officer, director, employee or agent of the corporation
against judgments, penalties, fines, including without limitation, excise taxes
assessed against such person with respect to an 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 (i) has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; (ii) acted in good faith; (iii) received no improper personal benefit
and Minnesota Statutes, Section 302A.255 (regarding conflicts of interest), if
applicable, has been satisfied; (iv) in the case of a criminal proceeding, has
no reasonable cause to believe the conduct was unlawful; and (v) in the case of
acts or omissions by persons in their 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 by persons in their capacity
for other organizations, reasonably believed that the conduct was not opposed to
the best interests of the corporation. In addition, Section 302A.521, subd. 3,
of the Minnesota Statutes requires payment or reimbursement by the corporation,
upon written request, of reasonable expenses (including attorneys' fees)
incurred by a person in advance of the final disposition of a proceeding in
certain instances if a decision as to required 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS. (Filed electronically herewith)
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EXHIBIT
<S> <C>
4.1 MBC Holding Company 1993 Stock Option Plan, as amended
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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 (the "Act") may be permitted to the Company's directors, officers, and
controlling persons pursuant to the foregoing provisions, or otherwise, the
Company 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 Company's payment of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
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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.
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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 Saint Paul, State of Minnesota, on May 31, 2000.
MBC Holding Company
By /s/ John J. Lee
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John J. Lee, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of MBC Holding Company hereby
constitute and appoint John J. Lee and Bruce E. Hendry, or either of them,
with power to act one without the other, our true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for us and in
our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating 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 attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or
advisable 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 attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on May 31, 2000.
SIGNATURE
/s/ John J. Lee
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John J. Lee, President,
Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Michael C. Hime
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Michael C. Hime, Chief Financial
Officer (Principal Financial
Officer)
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/s/ Bruce E. Hendry
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Bruce E. Hendry, Chairman
/s/ Robert Awsumb
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Robert Awsumb, Director
/s/ Jack Elliot
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Jack Elliot, Director
/s/ James F. Freeman, III
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James F. Freeman, III, Director
/s/ Thomas L. Houts
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Thomas L. Houts, Director
/s/ Richard A. Perrine
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Richard A. Perrine, Director
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