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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WOODROAST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1563961
(IRS Employer Identification No.)
10250 VALLEY VIEW ROAD, SUITE 145
EDEN PRAIRIE, MINNESOTA 55344-3542
(Address of principal executive offices)
WOODROAST SYSTEMS, INC. 1994 STOCK PLAN
(Full title of Plan)
SHELDON F. JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
WOODROAST SYSTEMS, INC.
10250 VALLEY VIEW ROAD, SUITE 145
EDEN PRAIRIE, MINNESOTA 55344-3542
(612) 944-5113
(Name, address and telephone number of agent for service)
Copies to:
RUSSELL F. LEDERMAN, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (2) REGISTRATION FEE
- ------------------- -------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (no 500,000 $2.5625 $1,281,250.00 $388.26
par value per share) shares
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(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on the NASDAQ National Market System on June 18,
1997.
Exhibit Index at Page 4
Page 1 of 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of Registration Statement on Form S-8 No. 333-07423,
filed on July 2, 1996.
(b) The contents of the Registrant's Form 10-KSB for the fiscal year ended
December 29, 1996.
(c) The contents of the Registrant's Form 10-QSB for the first quarter
ended March 30, 1997.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 part
hereof from the date of filing of such documents.
Item 8. Exhibits.
5. Opinion of Maslon Edelman Borman & Brand, P.L.L.P.
23.1 Consent of Lund Koehler Cox & Company, PLLP
23.2 Consent of Maslon Edelman Borman & Brand, P.L.L.P. (contained in
Exhibit 5).
24. Power of Attorney (included on Page 3).
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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 Minneapolis, State of Minnesota, on June 20, 1997.
WOODROAST SYSTEMS, INC.
Registrant
By /s/ Sheldon F. Jacobs
-----------------------
Sheldon F. Jacobs
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Woodroast Systems, Inc.,
hereby severally constitute Sheldon F. Jacobs our true and lawful attorney with
full power to him to sign for us and in our names, in the capacities indicated
below the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Woodroast Systems,
Inc. to comply with the provisions of the Securities Act of 1933 as amended,
and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
- ---- ----- ----
s/ Sheldon F. Jacobs Chairman of the Board, Chief June 20, 1997
- ------------------------ Executive Officer and Director
Sheldon F. Jacobs (Principal Executive Officer)
s/ Ralph J. Guarino President, Chief Operating Officer, June 20, 1997
- ------------------------ Chief Financial Officer, and
Ralph J. Guarino Director (Principal Financial Officer)
s/ Byron L. Frank Director June 20, 1997
- ------------------------
Byron L. Frank
Page 3 of 6
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EXHIBITS
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Exhibit Number Description of Exhibit Page No.
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5. Opinion of Maslon Edelman Borman & Brand, LLP 5
23.1 Consent of Lund Koehler Cox & Company, PLLP 6
23.2 Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5) 5
24. Power of Attorney (included on Page 3) 3
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EXHIBIT 5
[MASLON EDELMAN BORMAN & BRAND LETTERHEAD]
June 20, 1997
Woodroast Systems, Inc.
10250 Valley View Road, Suite 145
Eden Prairie, Minnesota 55304-3542
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Woodroast Systems, Inc. (the "Company") in
connection with a Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement"), relating
to the increase of 500,000 shares of Common Stock, $.005 par value (the
"Shares"), to be issued by the Company pursuant to the terms of the Company's
1994 Stock Plan (the "Plan") bringing the total number of shares authorized
under the Plan to 750,000. Upon examination of such corporate documents and
records as we have deemed necessary or advisable for the purposes hereof and
including and in reliance upon certain certificates by the Company, it is our
opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan, and
when delivered against payment therefor in the manner contemplated by the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand, 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 of our report dated February 13, 1997 included in the Company's
Form 10-KSB for the year ended December 29, 1996 and to all references to our
Firm included in or made part of this Registration Statement.
LUND KOEHLER COX & COMPANY, PLLP
Minneapolis, Minnesota
June 20, 1997
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