<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 333-_____
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U.S. 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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NICOLLET PROCESS ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1528120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH FIFTH STREET, FORD CENTRE, SUITE 1040
MINNEAPOLIS, MN 55401
(Address of Principal Executive Offices) (Zip Code)
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NICOLLET PROCESS ENGINEERING, INC.
1995 AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)
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EVROS PSILOYENIS
PRESIDENT AND CHIEF OPERATING OFFICER
NICOLLET PROCESS ENGINEERING, INC.
420 NORTH FIFTH STREET, FORD CENTRE, SUITE 1040
MINNEAPOLIS, MN 55401
(612) 339-7958
(Name, address and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1)(2) PRICE PER SHARE (3) OFFERING PRICE (3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 2,600,000 shares(2) $.99 $2,574,000 $715.57
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be offered and sold as a
result of anti-dilution provisions described in the above-referenced
employee benefit plan.
(2) Represents the increase in the total number of shares reserved for issuance
under Nicollet's 1995 Amended and Restated Stock Incentive Plan. An
aggregate of 400,000 shares has been previously registered under a
Registration Statement on Form S-8 (Reg. No. 333-09505). This Registration
Statement also covers such an indeterminate number of additional shares as
may be issued pursuant to the antidilution provisions of the 1995 Amended
and Restated Stock Incentive Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee. The calculations are based on the average high and low
reported sales prices of Nicollet's common stock on July 22, 1999, on the
over-the-counter market, as reported by the OTC Bulletin Board.
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<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 2,600,000 shares of
common stock, par value $0.01 per share, of Nicollet Process Engineering
reserved for issuance under Nicollet's 1995 Amended and Restated Stock
Incentive Plan. This increase was approved by the unanimous vote of the Board
of Directors of Nicollet on December 15, 1998 and by the shareholders of
Nicollet on April 7, 1999. Pursuant to Instruction E, the contents of
Nicollet's Registration Statement on Form S-8, File No. 333-09505, including
without limitation periodic reports that Nicollet filed, or will file, after
such Form S-8 to maintain current information about Nicollet, are hereby
incorporated by reference into this Registration Statement pursuant to
General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see page 2)
</TABLE>
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nicollet
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 July 20, 1999.
NICOLLET PROCESS ENGINEERING, INC.
By: /s/ Evros Psiloyenis
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Evros Psiloyenis
President and Chief Operating Officer
(principal executive officer)
By: /s/ Frank van Luttikhuizen
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Frank van Luttikhuizen
Interim Chief Financial Officer
(principal financial and accounting
officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Evros Psiloyenis and Frank van Luttikhuizen, and each of them, his
or her true and lawful attorney-in-fact and agent with full powers of
substitution and resubstitution, for and in his or her name, place and stead,
in any and all capacities, to sign any or all amendments (including
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
attorney-in-fact and agent 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 or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on July 20, 1999 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Thomas W. Bugbee Director
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Thomas W. Bugbee
/s/ Andrew K. Boszhardt, Jr. Director
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Andrew K. Boszhardt, Jr.
/s/ John van Leeuwen Director
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John van Leeuwen
Director
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Manuel Schiappa Pietra
</TABLE>
2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
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<S> <C> <C>
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP..............Filed herewith.
23.1 Consent of Ernst & Young LLP.............................Filed herewith.
23.2 Consent of Oppenheimer Wolff & Donnelly LLP..............Included in Exhibit 5.1.
24.1 Power of Attorney........................................Included on page 2 of this Registration
Statement.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
July 20, 1999
Nicollet Process Engineering, Inc.
420 North Fifth Street, Ford Centre
Suite 1040
Minneapolis, Minnesota 55401
RE: NICOLLET PROCESS ENGINEERING, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
We have acted as counsel to Nicollet Process Engineering, Inc., a Minnesota
corporation (the "Company"), in connection with the registration by the
Company of an additional 2,600,000 shares (the "Shares") of common stock,
$.01 par value per share (the "Common Stock"), of the Company issuable under
the Company's 1995 Amended and Restated Stock Incentive Plan (the "Plan"),
pursuant to a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on July 20, 1999 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public officials and other
documents as we have deemed necessary or appropriate as a basis for the
opinions expressed herein. In connection with our examination, we have
assumed the genuiness of all signatures, the authenticity of all documents
tendered to us as originals, the legal capacity of all natural persons and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plan as set forth in the Registration Statement,
will be validly issued, fully paid and nonassessable.
<PAGE>
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume
no responsibility as to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Nicollet Process Engineering, Inc. 1990 Stock
Option Plan and the Nicollet Process Engineering, Inc. 1995 Amended and
Restated Stock Incentive Plan of our report dated October 16, 1998, with
respect to the financial statements of Nicollet Process Engineering, Inc.
included in the Annual Report (Form 10-KSB) for the year ended August 31,
1998.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 21, 1999
