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As filed with the Securities and Exchange Commission on July 23, 1996
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
-----------------------
INTEG INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1670176
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2800 Patton Road
St. Paul, Minnesota 55113
(Address of Principal Executive Offices) (Zip Code)
INTEG INCORPORATED 1990 INCENTIVE AND STOCK OPTION PLAN
INTEG INCORPORATED 1991 INCENTIVE AND STOCK OPTION PLAN
INTEG INCORPORATED 1994 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
AND
INTEG INCORPORATED 1996 DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
Copy to:
Frank A. Solomon Kenneth L. Cutler, Esq.
Integ Incorporated Dorsey & Whitney LLP
2800 Patton Road Pillsbury Center South
St. Paul, Minnesota 55113 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(612) 639-8816
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share/(1)/ price/(1)/ fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value....... 2,213,333 $9.125 $20,196,663 $6,965
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
prices of the Common Stock as reported by the Nasdaq National Market on
July 17, 1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by Integ
Incorporated (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement, as
of their respective dates:
(1) The Company's final Prospectus, dated June 26, 1996, filed
in connection with the Company's Registration Statement on Form S-1 (File
No. 333-4352);
(2) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated May 2, 1996 (File
No. 0-28420), and any amendment or report filed to update such description
filed subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
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 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 302A.521 of the Minnesota Business Corporation Act ("MBCA")
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 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.
The Company's Amended and Restated Articles of Incorporation
limit the liability of its directors to the full extent permitted by the MBCA,
and the Company's Amended Bylaws require that the Company indemnify all
directors and officers for such expenses and liabilities to the extent as
permitted by the MBCA.
Item 8. Exhibits.
--------
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, dated May 2, 1996, as
amended on May 20, 1996 and June 7, 1996 (File No. 333-4352))
<PAGE>
4.2 Amended Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement on Form S-1,
dated May 2, 1996, as amended on May 20, 1996 and June 7, 1996
(File No. 333-4352))
4.3 Form of Certificate of Common Stock (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1, dated
May 2, 1996, as amended on May 20, 1996 and June 7, 1996 (File No.
333-4352))
4.4 Form of Stock Warrant for Shares of Common Stock (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-1, dated May 2, 1996, as amended on May 20, 1996 and June 7,
1996 (File No. 333-4352))
4.5 Form of Stock Warrant for Shares of Series D Convertible Preferred
Stock (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-1, dated May 2, 1996, as amended on
May 20, 1996 and June 7, 1996 (File No. 333-4352))
4.6 Form of Purchase Warrant for Shares of Series E-2 Convertible
Preferred Stock (incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-1, dated May 2, 1996, as
amended on May 20, 1996 and June 7, 1996 (File No. 333-4352))
4.7 Warrant to Purchase Shares of Common Stock, dated March 27, 1996, to
Venture Lending & Leasing, Inc. (incorporated by reference to Exhibit
4.5 to the Company's Registration Statement on Form S-1, dated May 2,
1996, as amended on May 20, 1996 and June 7, 1996 (File No. 333-4352))
4.8 Registration Rights Provisions applicable to shares of Preferred Stock
which were automatically converted into Common Stock upon the closing
of the Company's initial public offering on July 1, 1996 (incorporated
by reference to Exhibit 4.6 to the Company's Registration Statement on
Form S-1, dated May 2, 1996, as amended on May 20, 1996 and June 7,
1996 (File No. 333-4352))
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney
Item 9. Undertakings.
------------
A. Post-Effective Amendments.
-------------------------
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
-2-
<PAGE>
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or 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 offered 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 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.
(c) 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 subparagraphs (a) and (b) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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. Subsequent Documents Incorporated by Reference.
----------------------------------------------
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
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. Claims for Indemnification.
--------------------------
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 Act 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 Act and
will be governed by the final adjudication of such issue.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 St. Paul, State of Minnesota, on July 23, 1996.
INTEG INCORPORATED
By: /s/ Frank A. Solomon
----------------------------------
Frank A. Solomon
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on July 23, 1996.
SIGNATURE TITLE
--------- -----
/s/Frank A. Solomon President, Chief Executive Officer
- ------------------------------- and Director
Frank A. Solomon (principal executive officer)
/s/ Ronald M. Nelson Chief Financial Officer
- ------------------------------- (principal financial and accounting
Ronald M. Nelson officer)
MARK B. KNUDSON, Ph.D* Director
FRANK B. BENNETT* Director
TIMOTHY I. MAUDLIN* Director
TERRANCE G. MCGUIRE* Director
ROBERT R. MOMSEN* Director
ROBERT S. NICKOLOFF* Director
WALTER L. SEMBROWICH, Ph.D* Director
*By /s/ Frank A. Solomon
---------------------
Frank A. Solomon
Attorney-in-fact
-4-
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Exhibit Page
- ------ ------- ----
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney
<PAGE>
Exhibit 5.1
-----------
[Letterhead of Dorsey & Whitney LLP]
Integ Incorporated
2800 Patton Road
St. Paul, Minnesota 55113
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Integ 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 2,233,333
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable upon the exercise of stock options granted pursuant to the Company's
1990 Incentive and Stock Option Plan, 1991 Incentive and Stock Option Plan, 1994
Long-Term Incentive and Stock Option Plan and 1996 Directors' Stock Option Plan
(collectively, the "Plans").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below. In rendering our opinion 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. 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 Plans under which such Shares are issued, will
be validly issued, fully paid and nonassessable.
Our opinion expressed above is 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.
Dated: July 23, 1996
Very truly yours,
/s/ DORSEY & WHITNEY LLP
ECH
<PAGE>
Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP
- ----------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Integ Incorporated 1990 Incentive and Stock Option
Plan, 1991 Incentive and Stock Option Plan, 1994 Long-Term Incentive and Stock
Option Plan, and 1996 Directors' Stock Option Plan of our report dated February
2, 1996, with respect to the financial statements of Integ Incorporated included
in the Company's Registration Statement on Form S-1 (File No. 333-4352).
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 19, 1996
<PAGE>
Exhibit 24.1
------------
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Frank A. Solomon and Ronald M. Nelson, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Integ Incorporated ("Integ") to be filed under the Securities Act of 1933 for
the registration of 2,213,333 shares of Common Stock of Integ, and any and 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, and each of them, 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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<CAPTION>
<S> <C>
Signatures Date
---------- ----
/s/ Frank A. Solomon July 18, 1996
- ----------------------------------------------------
Frank A. Solomon, President, Chief Executive Officer
(principal executive officer) and Director
/s/ Ronald M. Nelson July 18, 1996
- ----------------------------------------------------
Ronald M. Nelson, Chief Financial Officer
(principal financial and accounting officer)
/s/ Mark B. Knudson July 18, 1996
- ----------------------------------------------------
Mark B. Knudson, Ph.D, Director
/s/ Frank B. Bennett July 18, 1996
- ----------------------------------------------------
Frank B. Bennett, Director
/s/ Timothy I. Maudlin July 18, 1996
- ----------------------------------------------------
Timothy I. Maudlin, Director
/s/ Terrance G. McGuire July 18, 1996
- ----------------------------------------------------
Terrance G. McGuire, Director
/s/ Robert R. Momsen July 18, 1996
- ----------------------------------------------------
Robert R. Momsen, Director
/s/ Robert S. Nickoloff July 18, 1996
- ----------------------------------------------------
Robert S. Nickoloff, Director
/s/ Walter L. Sembrowich July 18, 1996
- ----------------------------------------------------
Walter L. Sembrowich, Ph.D, Director
</TABLE>
