SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Legal Research Center, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1680384
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
700 Midland Square Building, 331 Second Avenue South, Minneapolis, MN 55401
(Address of Principal Executive Offices) (Zip Code)
Legal Research Center, Inc. 1997 Stock Option Plan
Legal Research Center, Inc. 1995 Stock Option Plan
(Full Title of the Plans)
Christopher R. Ljungkull
Legal Research Center, Inc.
700 Midland Square Building
331 Second Avenue South
Minneapolis Park, MN 55401
(612) 332-4950
(Name, Address and Phone Number of Agent for Service)
Copy to:
John C. Levy, Esq.
Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
100 South Fifth Street, Suite 1100
Minneapolis, MN 55402
(612) 333-2111
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Offering
Per Share(1) Price
- --------------------------------------------------------------------------------
Common Stock, 700,000 shares $.734 $513,800 $142.84
par value $.01
per share (2)
Total 700,000 shares $.734 $513,800 $142.84
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and based upon the highest price at which
options to purchase the shares may be exercised.
(2) Represents shares which may be acquired upon exercise of outstanding
stock options.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating directors as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "1933 Act"). These documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:
(a) the Annual Report of the Registrant on Form 10-KSB for the fiscal year
ended December 31, 1998;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the
fiscal year covered by the Annual Report referred to (a) above; and
(c) the description of the Registrant's Common Stock contained in its
Registration Statement on Form SB-2 (Reg. No. 33-93676C) filed with the
Securities and Exchange Commission effective August 3, 1995 pursuant to
Section 12 of the 1934 Act, including any amendment or report filed for
the purpose of updating such description.
All documents hereafter filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article XIV of the Registrant's Bylaws provides that the Registrant
shall indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires
the Registrant to indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in the person's official
capacity against judgments, penalties, fines and reasonable expenses (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper personal benefit, reasonably believed that such
conduct was in the best interest or was not opposed to the best interest of the
Registrant, and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. In addition, Section 302A.521, Subd. 3, of the
Minnesota Statutes requires payment or reimbursement by the Registrant, upon
written request, of reasonable expenses (including attorneys' fees) incurred by
a person in advance of the final disposition of a proceeding, upon receipt by
the Registrant of a written affirmation by the person of a good faith belief
that the criteria for indemnification had been satisfied and a written
undertaking by the person to repay all amounts, if it is ultimately determined
that that criteria for indemnification have not been satisfied, and after a
decision that the known facts would not preclude indemnification is 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, by
special legal counsel, by the shareholders or by a court.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Parsinen Kaplan Levy Rosberg & Gotlieb P.A. as to the shares
of Common Stock being registered.
23.1. Consent of Lurie, Besikof, Lapidus & Co., LLP
23.2. Consent of Parsinen Kaplan Levy Rosberg & Gotlieb P.A. (contained in
their opinion filed as Exhibit 5).
24. Power of Attorney (included on signature page hereto)
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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;
(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;
<PAGE>
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 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.
(b) 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.
(c) 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.
(d) 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 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 the time shall be deemed to be the
initial bona fide offering thereof.
(e) 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 connected 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certified that it has reasonable grounds to believe that is 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, on April 26, 1999.
LEGAL RESEARCH CENTER, INC.
By: /s/ Christopher R. Ljungkull
--------------------------------
Christopher R. Ljungkull
CEO and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher R. Ljungkull 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 as of April 26, 1999 by the following
persons in the capacities and on the date indicated.
Signature Title Signature
James R. Seidl President and
Director /s/ James R. Seidl
-------------------------
Arun K. Dube Chairman of the
Board of Directors /s/ Arun K. Dube
-------------------------
Bruce J. Aho Director /s/ Bruce J. Aho
-------------------------
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
5 Opinion of Parsinen Kaplan Levy
Rosberg & Gotlieb P.A. as to the
shares of Common Stock being
registered.
23.1 Consent of Lurie, Besikof, Lapidus &
Co., LLP
23.2 Consent of Parsinen Kaplan Levy
Rosberg & Gotlieb P.A. (contained in
their opinion filed as Exhibit 5)
24 Power of Attorney (included on
signature page hereto)
April 26, 1999 Exhibit 5
Legal Research Center, Inc.
700 Midland Square Building
331 Second Avenue South
Minneapolis, MN 55401
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel for Legal Research Center, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "33 Act") of 700,000 shares of the Company's common stock, $.01 per share
par value (the "Common Stock") issuable under the Company's 1997 Stock Option
Plan and 1995 Stock Option Plan, respectively (collectively, the "Plans")
pursuant to a Registration Statement on Form S-8 proposed to be filed with the
Securities and Exchange Commission.
We have made such legal and factual examinations and inquiries, including an
examination of originals, or copies certified or otherwise identified to our
satisfaction as being true reproductions of originals, of all such corporate
records of the Company, agreements and other instruments, certificates of public
officials and officers and representatives of the Company, and such other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed.
Without limiting the generality of the foregoing, in our examination, we have
assumed without independent verification, that (i) each of the parties thereto
has duly and validly executed and delivered each instrument, document and
agreement to which such party is a signatory, and such party's obligation set
forth therein are its legal, valid and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations that we deem
relevant, we are of the opinion that, when the shares of Common Stock have been
registered under the 33 Act, and when the Company has received the consideration
to be received for said shares in accordance with the provisions of the Plans
and said shares of Common Stock have been issued by the Company as provided
under the Plans, said shares of Common Stock will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
/s/ Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Legal Research Center, Inc. on Form S-8 of our report dated February 18, 1999,
appearing in the Annual Report on Form 10-KSB of Legal Research Center, Inc. for
the year ended December 31, 1998.
Lurie, Besikof, Lapidus & Co., LLP
/s/ Lurie, Besikof, Lapidus & Co., LLP
Minneapolis, Minnesota
April 28, 1999
