<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 33- ___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------------
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)
TECH SQUARED INC. 1995 STOCK OPTION PLAN
-----------------------------------------------------------
(Full Title of the Plan)
Joel Ronning
5198 West 76th Street
Edina, Minnesota 55439
(612) 832-5622
-----------------------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
James P. Quinn, Esq.
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>
- ---------------------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (no par value) 1,163,000 $1.75 $2,035,250 $600.40
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h) and (c), the proposed maximum offering price per
share, $1.75, 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 February 23, 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
1,163,000 shares of its Common Stock, no par value. Such shares may be
issued upon the exercise of stock options granted to employees, non-employee
directors, consultants and independent contractors of the Registrant 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 certain employees, non-employee members of the Board of
Directors and consultants by enabling the acquisition of a financial interest
in the Registrant through the issuance of shares with respect to his or her
services as an employee, non-employee member of the Board of Directors or
consultant. As of December 31, 1997, all of the shares of common stock
issuable upon exercise of options issued and outstanding under the Tech
Squared Inc. 1995 Stock Option Plan are held by employees of the Registrant.
The Registrant hereby registers only those shares of its Common Stock
issuable pursuant to such Plan upon exercise of options, whenever granted,
which were granted to its employees with a starting date of employment on or
prior to December 31, 1995. The Registrant may file another Registration
Statement covering shares issuable upon exercise of options granted pursuant
to the Plan to its employees with a starting date of employment which were
(or are) as of dates later than such date.
<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-KSB for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(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 May 9, 1997,
filed pursuant to Section 14 of the Securities Exchange Act in connection
with the annual meeting of stockholders held June 5, 1997.
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
<PAGE>
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 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-2
<PAGE>
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).
4.6 Form of Common Stock Certificate (filed herewith).
4.7 Tech Squared Inc 1995 Stock Option Plan, as amended (incorporated
herein as Exhibit 10.2 in (4) below).
4.8 Amendment to Tech Squared Inc. 1995 Stock Option Plan effective July
25, 1997 (filed herewith).
4.9 Form of Non-Statutory Stock Option Agreement (incorporated herein as
Exhibit 10.3 in (4) below).
4.10 Form of Incentive Stock Option Agreement (incorporated herein as
Exhibit 10.4 in (4) below).
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd. (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. (included in
Exhibit 5.1 to this registration statement).
- --------------------------------------------------------------------------------
(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.
(4) The Registrant's Quarterly Report on Form 10-QSB for the period ended March
31, 1996.
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
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:
II-3
<PAGE>
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:
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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS 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 (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.
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8.
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-4
<PAGE>
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
February 25, 1998.
TECH SQUARED INC.
By: /s/ Joel A. Ronning
-----------------------------------
Joel A. Ronning
Its: Chairman, Chief Executive
Officer, Chief Financial
Officer and Secretary
(Principal Executive,
Accounting and Financial
Officer)
POWER OF ATTORNEY
The officers and directors of Tech Squared Inc., whose signatures appear
below, hereby constitute and appoint Joel A. Ronning and Chuck Reese, 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, Chief Executive Officer, February 25, 1998
- -------------------- Chief Financial Officer and Director
Joel A. Ronning (Principal Executive, Accounting and
Financial Officer)
/s/ Chuck Reese President, Chief Operating Officer February 25, 1998
- -------------------- and Director
Chuck Reese
Director February 25, 1998
- --------------------
Richard Runbeck
II-5
<PAGE>
TECH SQUARED INC.
INDEX TO EXHIBITS
FILED WITH REGISTRATION STATEMENT ON FORM S-8
1995 STOCK OPTION PLAN
Exhibit No. Description
- ----------- -----------
4.6 Form of Common Stock Certificate
4.8 Amendment effective July 25, 1997 to Tech Squared Inc. 1995
Stock Option Plan
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. is
contained in Exhibit 5.1 to this Registration Statement
II-6
<PAGE>
[LOGO]
NUMBER TECH SHARES
T- 5085 SQUARED
INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
SEE REVERSE SIDE
TECH SQUARED INC. FOR CERTAIN DEFINITIONS
-------------------------
CUSIP 878302 10 8
-------------------------
THIS CERTIFIES THAT
SPECIMEN
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, OF NO PAR VALUE OF
----------------- ------------------
- ------------------------------ TECH SQUARED INC. -------------------------------
----------------- ------------------
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON
OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTRAR.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY FACSIMILE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.
DATED:
Countersigned and Registered:
NORWEST BANK MINNESOTA, N.A.
Transfer Agent and Registrar
By
Authorized Signature
/s/ J.A. Ronning
CHIEF EXECUTIVE OFFICER & SECRETARY
<PAGE>
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
UTMA- Custodian
--------- --------
TEN COM - as tenants in common (Cust) (Minor)
under Uniform Transfer to Minors
TEN ENT - as tenants by entireties
JT TEN - as joint tenants with right of Act
survivorship and not as tenants in ------------------------
common (State)
Additional abbreviations may also be used though to in the above list.
- --------------------------------------------------------------------------------
FOR VALUE RECEIVED _________HEREBY SELL, ASSIGN AND TRANSFER UNTO.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _______________________________
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED --------------------------------------------------
--------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
<PAGE>
Exhibit 4.8
Amendment No. 1 to the Tech Squared Inc. 1995 Stock Option Plan
AMENDMENT #1 TO
TECH SQUARED INC.
1995 STOCK OPTION PLAN
(Effective July 25, 1997)
Section 4.(a) of the Tech Squared Inc. 1995 Stock Option Plan (the "Plan") is
hereby amended to increase the maximum number of shares of Common Stock that
will be available for issuance under the Plan from 2,500,000 to 4,000,000
shares of Common Stock.
<PAGE>
Exhibit 5.1
Opinion of Larkin, Hoffman, Daily & Lindgren, Ltd.
February 27, 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 1,163,000 shares of the
Company's Common Stock (the "Shares") upon exercise of stock options
(collectively, the "Options") issued or issuable under the Tech Squared 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:
<PAGE>
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 ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 17, 1997
included in Tech Squared, Inc.'s Form 10-KSB for the year ended December 31,
1996 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 27, 1998
