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As filed with the Securities and Exchange Commission on October 28, 1998
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 1994 LONG-TERM INCENTIVE AND
STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Susan L. Critzer 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
(651) 639-8816
(Telephone number, including area code, of agent for service)
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value ......... 1,000,000 $.688 $688,000 $191.26
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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
October 27, 1998.
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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:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998; 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 Registration Statement 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 such 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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.
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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 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.
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 Power 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;
(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.
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(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.
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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 October 28, 1998.
INTEG INCORPORATED
By: /s/ Susan L. Critzer
------------------------
Susan L. Critzer
Interim President and Interim
Chief Financial 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 October 28, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Susan L. Critzer Interim President and Interim Chief Financial Officer
---------------------------- (principal executive, financial and accounting officer)
Susan L. Critzer
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
</TABLE>
*By /s/ Susan L. Critzer
----------------------------
Susan L. Critzer
Attorney-in-fact**
- --------
** Executed on behalf of the indicated persons by Susan L. Critzer pursuant to
the Power of Attorney included as Exhibit 24.1 to this Registration
Statement.
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
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 Power of Attorney
<PAGE>
EXHIBIT 5.1
[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 1,000,000 shares
of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable under the Integ Incorporated 1994 Long-Term Incentive and Stock Option
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: October 28, 1998 Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1994 Long-Term Incentive and Stock
Option Plan of Integ Incorporated for the registration of 1,000,000 shares of
its Common Stock of our report dated February 13, 1998, with respect to the
financial statements of Integ Incorporated included in its Annual Report on Form
10-K for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 23, 1998
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EXHIBIT 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Susan L. Critzer and Mark B.
Knudson, 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, as amended,
for the registration of 1,000,000 shares of Common Stock of Integ in connection
with the Integ Incorporated 1994 Long-Term Incentive and Stock Option 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
/s/ Susan L. Critzer October 26, 1998
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Susan L. Critzer, Interim President and Interim Chief Financial
Officer (principal executive, financial and accounting officer)
/s/ Mark B. Knudson October 26, 1998
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Mark B. Knudson, Ph.D, Director
/s/ Frank B. Bennett October 16, 1998
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Frank B. Bennett, Director
/s/ Terrance G. McGuire October 26, 1998
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Terrance G. McGuire, Director
/s/ Robert R. Momsen October 26, 1998
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Robert R. Momsen, Director
/s/ Robert S. Nickoloff October 26, 1998
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Robert S. Nickoloff, Director
/s/ Walter L. Sembrowich October 6, 1998
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Walter L. Sembrowich, Ph.D, Director
/s/ Winston R. Wallin October 13, 1998
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Winston R. Wallin, Director
