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Registration No. 333-______
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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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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 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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>
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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.. 300,000 $3.3125 $993,750 $293.16
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</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
December 18, 1997.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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:
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated May 2, 1996 (SEC
File No. 0-28420), the description of the Company's preferred share
purchase rights contained in the Company's Registration Statement on
Form 8-A dated December 6, 1996 (SEC File No. 0-28420), and any
amendment or report filed for the purpose of updating such descriptions
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 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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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 7. Exemption from Registration Claimed.
-----------------------------------
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
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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 (File No. 333-4352))
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 (File No. 333-4352))
4.3 Rights Agreement, dated as of November 26, 1996, between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, including the Form of Rights Certificate attached
as Exhibit A thereto (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A, dated December
6, 1996 (SEC File No. 0-28420))
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Powers of Attorney
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Item 9. Undertakings.
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A. Post-Effective Amendments.
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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;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the 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.
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B. Subsequent Documents Incorporated by Reference.
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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.
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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.
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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 December 22, 1997.
INTEG INCORPORATED
By: /s/ Frank A. Solomon
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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 December 22, 1997.
SIGNATURE TITLE
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/s/ Frank A. Solomon President, Chief Executive Officer and
- -------------------------------- Director (principal executive
Frank A. Solomon officer)
/s/ John R. Brintnall Vice President and Chief Financial
- -------------------------------- Officer (principal financial and
John R. Brintnall accounting officer)
MARK B. KNUDSON, Ph.D* Director
FRANK B. BENNETT* Director
TERRANCE G. MCGUIRE* Director
ROBERT R. MOMSEN* Director
ROBERT S. NICKOLOFF* Director
WALTER L. SEMBROWICH, Ph.D* Director
WINSTON R. WALLIN* Director
*By /s/ Frank A. Solomon
- --------------------------------
Frank A. Solomon
Attorney-in-fact**
___________
** Executed on behalf of the indicated persons by Frank A. Solomon pursuant to
the Power of Attorney included as Exhibit 24.1 to this registration
statement.
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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5.1 Opinion and Consent 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
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EXHIBIT 5.1
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[Dorsey & Whitney LLP Letterhead]
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 300,000
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable under the Integ Incorporated 1997 Employee Stock Purchase Plan (the
"Plan").
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 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 on Form S-8 of the Company relating to the Plan.
Dated: December 19, 1997 Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
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EXHIBIT 23.1
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Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Employee Stock Purchase Plan of Integ Incorporated
for the registration of 300,000 shares of common stock of our report dated
February 14, 1997, with respect to the financial statements of Integ
Incorporated included in its Annual Report (Form 10-K/A) for the year ended
December 31, 1996 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
December 18, 1997
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EXHIBIT 24.1
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Frank A. Solomon and John R. Brintnall,
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 300,000 shares of Common Stock of Integ in connection with
the Integ Incorporated 1997 Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) to such Registration Statement,
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.
Signatures Date
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/s/ Frank A. Solomon
_______________________________________________________ December 19, 1997
Frank A. Solomon, President, Chief Executive Officer
(principal executive officer) and Director
/s/ John R. Brintnall
_______________________________________________________ December 19, 1997
John R. Brintnall, Vice President and Chief Financial
Officer (principal financial and accounting officer)
/s/ Mark B. Knudson
_______________________________________________________ December 19, 1997
Mark B. Knudson, Ph.D, Director
/s/ Frank B. Bennett
_______________________________________________________ December 19, 1997
Frank B. Bennett, Director
/s/ Terrance G. McGuire
_______________________________________________________ December 19, 1997
Terrance G. McGuire, Director
/s/ Robert R. Momsen
_______________________________________________________ December 19, 1997
Robert R. Momsen, Director
/s/ Robert S. Nickoloff
_______________________________________________________ December 19, 1997
Robert S. Nickoloff, Director
/s/ Walter L. Sembrowich
_______________________________________________________ December 19, 1997
Walter L. Sembrowich, Ph.D, Director
/s/ Winston R. Wallin
_______________________________________________________ December 19, 1997
Winston R. Wallin, Director
