<PAGE>
As filed with the Securities and Exchange Commission on August 4, 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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TECH SQUARED INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1591872
- ------------------------------- --------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
5198 West 76th Street
Edina, Minnesota 55439
(612) 832-5622
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(Address of Principal Executive Offices)
MacUSA, INC. 1995 STOCK OPTION PLAN
(A PREDECESSOR TO THE REGISTRANT)
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(Full Title of the Plan)
Joel A. Ronning
5198 West 76th Street
Edina, Minnesota 55439
(612) 832-5622
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(Name, Address, and Telephone Number of Agent for Service)
Copies to:
Michael W. Schley, Esq.
Larkin, Hoffman, Daly & Lindgren, Ltd.
1500 Norwest Financial Center
7900 Xerxes Avenue South
Bloomington, Minnesota 55431
(612) 835-3800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common stock (no par value) 100,010 $4.84 $484,048.40 $142.79
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</TABLE>
(1) Pursuant to Rule 457(h) and (c), the proposed maximum offering price
per share, $4.84, was estimated based on the average of the bid and
asked prices of the registrant's common stock as reported in the local
over-the-counter market on July 28, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein, to the extent such interests may be deemed
securities. No additional fee is payable for the registration of such
interests.
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<PAGE>
INTRODUCTION
Tech Squared Inc. (the "Registrant") hereby registers the sale of up to
100,010 shares of its Common Stock, no par value. Such shares may be issued
upon the exercise of stock options granted pursuant to the MacUSA, Inc. 1995
Stock Option Plan to a former employee of the Registrant and its Subsidiaries
pursuant to incentive and non-incentive stock option agreements. The purpose of
the Registrant's issuance of stock options is to aid the Registrant in
attracting and retaining persons of ability to perform services for the
Registration and its Subsidiaries by providing equity participation in the
Registrant and by rewarding such persons who contribute to the achievement of
economic objectives. All of the shares of common stock issuable upon exercise
of options issued and outstanding under the MacUSA, Inc. 1995 Stock Option Plan
are held by a former employee of the Registrant or its Subsidiaries or permitted
transferees. The Registrant hereby registers those shares of its Common Stock
issuable pursuant to such plan upon exercise of such options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates herein the following documents filed with the
Securities and Exchange Commission (the "Commission") and makes them a part
hereof by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1998;
(c) The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 10-SB,
registering the Registrant's Common Stock under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports filed
for the purpose of updating such description; and
(d) The Registrant's definitive proxy statement dated April 30, 1998,
filed pursuant to Section 14 of the Securities Exchange Act in connection
with the annual meeting of stockholders held June 5, 1998.
All reports and other documents subsequently filed by the Registrant after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Minnesota Business Corporation Act, the Registrant's
Restated Articles of Incorporation eliminate the liability of the Registrant's
directors for monetary damages arising from any breach of fiduciary duty as a
member of the Registrant's Board of Directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.521, subd. 4). Article VII of the Registrant's
Restated Articles of Incorporation provides as follows:
No directors of this corporation shall be personally liable
to the corporation or its shareholders for monetary damages
for a breach of fiduciary duty as a director; provided,
however, that this Article VII shall not limit or eliminate
the liability of a director to the extent provided by
applicable law for (i) breach of a director's duty of
loyalty to the corporation or its shareholders; (ii) acts or
omissions not in good
II-2
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faith or that involve intentional misconduct or a knowing violation of
law; (iii) violations of Section 302A.559 or 80A.23 of the Minnesota
Statutes; (iv) any transaction from which a director derived any
improper personal benefit; or (iv) any act or omission occurring prior
to the date when this provision becomes effective.
The provisions of this Article VII shall not be deemed to
limit or preclude indemnification of a director by this
corporation for any liability of a director which has not
been eliminated by the provisions of this Article VII.
If the Minnesota Statutes hereinafter are amended to
authorize the further elimination or limitation of the
liability of directors, then the liability of a director of
the corporation in addition to what is provided herein,
shall be further eliminated or limited to the fullest extent
permitted by the Minnesota Statutes as so amended.
Any amended or repeal of this Article VII shall be
prospective only and shall not adversely affect any
limitation of the personal liability of a director of the
corporation existing at the time or such repeal or
limitation.
Section 302A.521 of the Minnesota Statutes requires the Company to indemnify
a person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person with respect to the Company,
against judgments, penalties, fines, including reasonable expenses, if such
person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (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 occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, committee member, employee or agent, reasonably
believed that the conduct was in the best interests of the Company, or, in the
case of performance by a director, officer, employee or agent of the Company as
a director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification shall be 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 of Directors, by special legal counsel, by
the shareholders or by a court.
Article VI of the Registrant's Bylaws set forth the rights of directors,
officers and employees of the Registrant to indemnification and the procedures
related thereto. In addition, the Bylaws provide that the right of such persons
to indemnification shall not be exclusive of any other right of indemnification
of such person, authorize the Registrant to obtain directors and officer's
liability insurance and authorize the Registrant to enter into indemnification
agreements with its directors.
II-3
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The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which may be incurred in
conjunction with the foregoing indemnity provision.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Merger of MacUSA and Jaguar Newco Inc. effective May 9,
1995 (incorporated herein as Exhibit No. 2.1 in (1) below).
4.2 Amendment to Articles of Incorporation of the Registrant effective May
9, 1995 (incorporated herein as Exhibit No. 3.1 in (2) below).
4.3 Amendment to Articles of Incorporation of the Registrant effective
July 11, 1995 (incorporated herein as Exhibit No. 3.1 in (3) below).
4.4 Bylaws of the Registrant (incorporated herein as Exhibit No. 3.2 in
(3) below).
4.5 Amendment to Bylaws of the Registrant effective December 7, 1995
(incorporated herein as Exhibit No. 3.3 in (1) below).
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd. (filed herewith).
10.7 MacUSA, Inc. 1995 Stock Option Plan (incorporated herein as
Exhibit 10.7 in (1) below).
23.1 Consent of Independent Public Accountants (filed herewith).
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. (included in
Exhibit 5.1 to this registration statement).
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(1) The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1995.
(2) The Registrant's Current Report on Form 8-K filed May 1995.
(3) The Registrant's Report on Form 10-KSB for the Transition Period from June
1, 1994 to December 31, 1994.
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:
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;
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:
II-4
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Provided, however, that Paragraphs (a)(1)(a) and (a)(1)(b) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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.
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.
II-5
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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 Edina, State of Minnesota, on July 29, 1998.
TECH SQUARED INC.
By: /s/ Richard J. Apple
-----------------------------------
Richard J. Apple
Its: Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The officers and directors of Tech Squared Inc., whose signatures appear
below, hereby constitute and appoint Joel A. Ronning and Richard J. Apple, and
each of them (with full power to each of them to act alone) their true and
lawful attorneys-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Tech Squared Inc., and
each of the undersigned does hereby ratify and confirm all that said attorneys
shall 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 by the following persons in the capacities and on the
dates indicated.
/s/ Joel A. Ronning Chairman July 30, 1998
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Joel A. Ronning
/s/ Richard J. Apple Chief Executive Officer (Principal July 29, 1998
- ------------------------- Executive Officer)
Richard J. Apple
/s/ Chuck Reese President, Chief Operating Officer July 30, 1998
- ------------------------- and Director
Chuck Reese
/s/ Jeffrey L. Abramovitz Chief Financial Officer and July 30, 1998
- ------------------------- Corporate Secretary (Principal
Jeffrey L. Abramovitz Accounting and Financial Officer)
/s/ Richard Runbeck Director July 30, 1998
- -------------------------
Richard Runbeck
S-1
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TECH SQUARED INC.
INDEX TO EXHIBITS
FILED WITH REGISTRATION STATEMENT ON FORM S-8
MacUSA, INC. 1995 STOCK OPTION PLAN
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
23.1 Consent of Independent Public Accountants
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. is contained
in Exhibit 5.1 to this Registration Statement
</TABLE>
E-1
<PAGE>
Exhibit 5.1
Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
August 4, 1998
Tech Squared Inc.
5198 West 76th Street
Edina, MN 55439
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Tech Squared Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the sale of up to 100,010 shares of the Company's Common
Stock (the "Shares") upon exercise of stock options (collectively, the
"Options") issued or issuable under the MacUSA, Inc. 1995 Stock Option Plan (the
"Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Plan and related stock option
agreements, the Company's Articles of Incorporation and Bylaws, as amended, and
such other records, documents, certificates, memoranda and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that:
The Shares of Common Stock of the Company to be issued upon the exercise of the
Options are validly authorized and, assuming (a) the Shares of Common Stock
issuable will be validly authorized on the dates of exercise, (b) on the dates
of exercise, the Plan will have been duly adopted and the Options will have been
duly executed, issued and delivered, will constitute the legal, valid and
binding obligations of the Company, and will (subject to applicable bankruptcy,
insolvency and other laws affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with their terms and
the terms of the Plan, (c) no change occurs in the applicable law or the
pertinent facts after the date of this letter, when (d) the pertinent provisions
of applicable state and federal securities laws as may be applicable have been
complied with, and (e) the Options are exercised in accordance with their terms
and the terms of the Plan, the Shares of Common Stock issuable will be validly
issued, fully paid and nonassessable.
This opinion is intended solely for your benefit and is not to be made available
to or be relied upon by any other person, firm or entity without our prior
written consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Larkin, Hoffman, Daly & Lindgren, Ltd.
LARKIN, HOFFMAN, DALY & LINDGREN, Ltd.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 6, 1998
included in Tech Squared Inc.'s Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
August 4 1998
