As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IPI, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1449312
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15155 TECHNOLOGY DRIVE, EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices, including Zip Code)
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ROBERT J. SUTTER Copy to:
CHAIRMAN OF THE BOARD AND PRESIDENT ELIZABETH H. COBB, ESQ.
IPI, INC. MACKALL, CROUNSE & MOORE, PLC
15155 TECHNOLOGY DRIVE 1400 AT&T TOWER
EDEN PRAIRIE, MINNESOTA 55344 901 MARQUETTE AVENUE
(Name and address of agent for service). MINNEAPOLIS, MINNESOTA 55402
(612) 975-6200
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Amount Proposed Proposed Maxi- Amount of
Securities to be Maximum mum Aggregate Registration
to be Registered Offering Price Offering Fee
Registered Per Share (1) Price (1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 50,000 $4.00 $200,000 $60.61
$.01 PAR VALUE SHARES
- ------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the prices for such Common Stock on
May 29, 1997, as reported on the Nasdaq Stock Market.
</TABLE>
================================================================================
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in this Part I will be sent
or given to directors or employees, as the case may be, as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Such documents and any documents
incorporated by reference in this registration statement taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
In addition, a "reoffer prospectus", if any, to be used in connection with
the resale of "control securities" will be prepared by the registrant in
accordance with the requirements of Part I of Form S-3 and will be filed with
the Securities and Exchange Commission in a post-effective amendment to this
registration statement on Form S-8.
PART I AND PART II
The contents of Part I and Part II of the Company's Registration Statement on
Form S-8 (Reg. No. 33-99700), dated November 22, 1995, are incorporated herein
by reference. The Registration Statement on Form S-8 (Reg. No. 33-99700)
included 100,000 shares to be issued under the Company's 1994 Non-Employee
Directors' Stock Option Plan and 250,000 to be issued under the Company's 1994
Long-Term Incentive Plan.
SIGNATURES
THE REGISTRANT
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 as of June 3, 1997.
IPI, INC.
By /s/ Robert J. Sutter
-----------------------------------
Robert J. Sutter
Chairman of the Board and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Sutter and David A. Mahler, or
such officer of IPI, Inc. as any of them may designate, or any one of them, 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 any and all amendments or post-effective amendments to this
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 and 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 one of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Robert J. Sutter Chairman of the Board and President June 3, 1997
- ------------------------------ (Principal Executive Officer)
Robert J. Sutter
/s/ Thomas S. Galloway Vice President and Director June 3, 1997
- ------------------------------
Thomas S. Galloway
/s/ Irwin L. Jacobs Director June 3, 1997
- ------------------------------
Irwin L. Jacobs
/s/ Daniel T. Lindsay Director June 3, 1997
- ------------------------------
Daniel T. Lindsay
/s/ Howard Grodnick Director June 3, 1997
- ------------------------------
Howard Grodnick
/s/ David M. Engel Vice President-Finance and Chief June 3, 1997
- ------------------------------ Financial Officer (Principal Financial
David M. Engel and Accounting Officer)
</TABLE>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1 1994 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
SB-2, Commission File No. 33-77190C, dated March 31, 1994)
4.2 1994 Non-Employee Directors' Stock Option Plan (incorporated
by reference to Exhibit 10.3 to the Company's Registration
Statement on Form SB-2, Commission File No. 33-77190C, dated
March 31, 1994)
4.3 Amendment to Non-Employee Directors' Stock Option Plan,
dated as of November 13, 1995 (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form
S-8, Commission File No. 33-99700, dated November 22, 1995)
4.4 Amendment to 1994 Long-Term Incentive Plan, dated March 21,
1996 6
4.5 Amendment to 1994 Long-Term Incentive Plan, dated May 20,
1997 7
5.1 Opinion of Mackall, Crounse & Moore, PLC as to the legality
of Common Stock of the Company 8
23.1 Consent of Arthur Andersen LLP 10
23.2 Consent of Mackall, Crounse & Moore, PLC (included in its
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney [included as part of signature page]
Exhibit 4.4
March 21, 1996
IPI, INC.
1994 LONG-TERM INCENTIVE PLAN
AMENDMENT APPROVED BY THE BOARD OF DIRECTORS
IPI, Inc. (the "Company") has heretofore adopted the IPI, Inc. 1994
Long-Term Incentive Plan (the "Plan"). Acting pursuant to the power reserved to
it under Article 19 of the Plan, the Board of Directors of the Company has
amended the Plan as set forth below:
1. Paragraph 1(a) of the Plan is hereby amended to provide that an
aggregate of 300,000 shares (the "Shares") of the Common Stock, $.01 par value,
of the Company ("Common Stock") may be subject to awards granted under the Plan.
2. The Amendment set forth herein is subject to the approval of the
stockholders of the Company as set forth in Article 19 of the Plan.
3. Except as set forth in Section 1 above, the Plan shall continue in
full force and effect.
Such amendment was adopted by the shareholders on March 21, 1996.
Exhibit 4.5
IPI, Inc.
1994 Long-Term Incentive Plan
AMENDMENT APPROVED BY THE BOARD OF DIRECTORS AS OF MAY 20, 1997
IPI, Inc. (the "Company") has heretofore adopted the IPI, Inc. 1994
Long-Term Incentive Plan, as amended (the "Plan"). Acting pursuant to the power
reserved to it under Article 19 of the Plan, the Board of Directors of the
Company has amended the Plan, as set forth below, in order to reflect certain
changes in Rule 16b-3 under the Securities Act of 1933, as amended, and to
provide that the entire Board of Directors, acting as a committee, can exercise
the rights of the Compensation Committee under the Plan.
1. Paragraph 2(a) of the Plan is hereby amended to read in its entirety
as set forth below:
"a. Committee. The Plan shall be administered by a Committee
(the "Committee"), which Committee shall either (i) be comprised of the
entire Board of Directors of the Company (the "Board") or (ii) be
appointed by the Board and consist of not less than two members of the
Board, each of whom shall be a "Non-employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), or any successor rule or regulation. For as long
as it continues to satisfy these requirements, the Compensation
Committee of the Board shall serve as the Committee."
2. Except as set forth in Section 1 above, the Plan shall continue in
full force and effect; provided, however, that the Company may, at its option,
restate the Plan to reflect all amendments thereto.
June 3, 1997
Exhibit 5.1
IPI, Inc.
15155 Technology Drive
Eden Prairie, MN 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined (a) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
issuance by you of up to 50,000 additional shares of your common stock, par
value $.01 per share (the "Shares"), pursuant to the 1994 Long-Term Incentive
Plan ("Incentive Plan"), in the manner set forth in the Registration Statement;
(b) your Articles of Incorporation and your Bylaws, both as amended to date; and
(c) your corporate proceedings relative to your organization and to the issuance
of the Shares pursuant to the Incentive Plan and the Registration Statement.
In addition to the examination outlined above, we have reviewed such
other proceedings, documents, and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. IPI, Inc. has been legally incorporated and is validly
existing under the laws of the State of Minnesota.
2. The Shares will, when issued by you and paid for by the
optionee, as contemplated in the Registration Statement and the related
Prospectus, be legally issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
MACKALL, CROUNSE & MOORE, PLC
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
15, 1997, included in IPI, Inc.'s Form 10-KSB for the year ended November 30,
1996 and to all references to our Firm included in this Registration Statement
and the related prospectus.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
June 3, 1997
