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As filed with the Securities and Exchange Commission on June 25, 1996
Registration No. 333-________
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UNITED STATES
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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LIFERATE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1682994
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7210 METRO BOULEVARD, MINNEAPOLIS, MINNESOTA 55439
(Address of Principal Executive Offices) (Zip Code)
LIFERATE SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
WILLIAM W. CHORSKE
CHIEF EXECUTIVE OFFICER
7210 METRO BOULEVARD
MINNEAPOLIS, MINNESOTA 55439
(Name and address of agent for service)
(612) 844-0599
(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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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 100,000 shares $7.75 $775,000 $267.24
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</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers such indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions of the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, based upon the average high and low bid price of the
registrant's Common Stock on June 21, 1996, as reported by the Nasdaq
SmallCap Market.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-KSB for the year ended December 31,
1995, as amended; (2) the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996; (3) all other reports filed by the Company
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1995; and (4) the description of
the Company's Common Stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description (File No. 0-25530).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable - the Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act
as described in Item 3 of this Part II.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation provide the
Company's Board of Directors with the power and authority to limit the liability
of its directors to the fullest extent permitted by the Minnesota Business
Corporation Act. Specifically, directors of the Company will not be personally
liable for monetary damages for breach of fiduciary duty as directors, except
liability of (i) any breach of the duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain statutory
or contractual restrictions (iv) violations of certain Minnesota securities
laws, or (v) any transaction from which the director derives an improver
personal benefit. Liability under federal securities law is not limited by the
Amended and Restated Articles of Incorporation or action by the Company's Board
of Directors.
2
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The Minnesota Business Corporation Act requires that the Company indemnify
any director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the Company. Reference it made to the detailed terms of
Section 302A.521 of the Minnesota Business Corporation act for a complete
statement of such indemnification rights. The Company's Bylaws also require the
Company to provide indemnification to the fullest extent of the Minnesota
Business Corporation Act.
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.
4.2* Amended and Restated Bylaws.
4.3* Specimen form of the Company's Common Stock certificate.
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2** Consent of Independent Auditors.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
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* Incorporated by reference to the exhibits to the Company's
Registration Statement on Form SB-2 (File No. 33-89016C).
** Filed herewith.
3
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Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) 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, represents 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;
(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the 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) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
4
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(c) 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 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 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 and State of Minnesota, on June 25,
1996.
LIFERATE SYSTEMS, INC.
By /s/ William W. Chorske
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William W. Chorske
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William W. Chorske and Bruce T. Klein, and each
of them, as his true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him and in his 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 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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on June 25,
1996 in the capacities indicated.
Signature Title
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/s/ William W. Chorske President, Chief Executive Officer and
- ------------------------------ Director
William W. Chorske (Principal Executive Officer)
/s/ Bruce T. Klein Executive Vice President and Chief Financial
- ------------------------------ Officer
Bruce T. Klein (Principal Financial and Accounting Officer)
/s/ Stanley R. Cowle Director
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Stanley R. Cowle
/s/ William D. Knopf, M.D. Director
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William D. Knopf, M.D.
/s/ David D. Koentopf Director
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David D. Koentopf
/s/ Daniel A. Pelak Director
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Daniel A. Pelak
/s/ Kevin L. Roberg Director
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Kevin L. Roberg
/s/ Carl J. Schramm, Ph.D. Director
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Carl J. Schramm, Ph.D.
/s/ Donald C. Wegmiller Director
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Donald C. Wegmiller
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INDEX TO EXHIBITS
Exhibit Page No.
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4.1* Amended and Restated Articles of Incorporation
4.2* Amended and Restated Bylaws.
4.3* Specimen form of the Company's Common Stock certificate.
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly. . . . .
23.1 Consent of Oppenheimer Wolff & Donnelly (included in
Exhibit 5.1)
23.2** Consent of Independent Auditors. . . . . . . . . . . . . . .
24.1 Power of Attorney (included on page 6 of this Registration
Statement) . . . . . . . . . . . . . . . . . . . . . . . .
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* Incorporated by reference to the exhibits to the Company's
Registration Statement on Form SB-2 (File No. 33-89016C).
** Filed herewith.
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Exhibit 5.1
June 25, 1996
Liferate Systems, Inc.
7210 Metro Boulevard
Minneapolis, Minnesota 55439
RE: REGISTRATION STATEMENT ON FORM S-8
EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
We have acted as counsel to Liferate Systems, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 100,000 shares
of its Common Stock, no par value (the "Shares"), pursuant to the Company's
Registration Statement on Form S-8 for the Company's Employee Stock Purchase
Plan (the "Plan"), to be filed with the Securities and Exchange Commission on
June 24, 1996 (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 genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of 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 set
forth 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.
<PAGE>
Liferate Systems, Inc.
June 25, 1996
Page 2
2. The Shares have been duly authorized by the Board of Directors of the
Company and by the Shareholders of the Company and when issued, delivered
and paid for in accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than the General Corporate Laws
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.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the LifeRate Systems, Inc. Employee Stock Purchase Plan of
our report dated March 22, 1996, with respect to the financial statements of
LifeRate Systems, Inc. included in its Annual Report (Form 10-KSB/A) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young
Minneapolis, Minnesota
June 21, 1996
