-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RmnMMJX3igZBGh5j5lp1M8UWGI1BiSack4LiPRoEdkSsFXm8I9nB7dw2IB9Jfoz6 PKAy8pXMnOgkZ1cRqBA5bQ== 0001045969-99-000525.txt : 19990716 0001045969-99-000525.hdr.sgml : 19990716 ACCESSION NUMBER: 0001045969-99-000525 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990715 EFFECTIVENESS DATE: 19990715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOWCASE CORP /MN CENTRAL INDEX KEY: 0001060311 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411628214 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-82897 FILM NUMBER: 99664907 BUSINESS ADDRESS: STREET 1: 4115 HWY 52 NORTH STREET 2: STE 300 CITY: ROCHESTER STATE: MN ZIP: 55901 BUSINESS PHONE: 5072885922 MAIL ADDRESS: STREET 1: 4115 HWY 52 NORTH STREET 2: STE 300 CITY: ROCHESTER STATE: MN ZIP: 55901 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 15, 1999 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------------------------- SHOWCASE CORPORATION (Exact name of registrant as specified in its charter) Minnesota 41-1628214 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4115 Highway 52 North, Suite 300 Rochester, Minnesota 55901-0144 (Address of principal executive offices) (Zip Code) AMENDED 1991 LONG-TERM INCENTIVE AND STOCK OPTION PLAN SHOWCASE CORPORATION 1999 STOCK INCENTIVE PLAN SHOWCASE CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) Craig W. Allen Copy to: Chief Financial Officer Kenneth L. Cutler ShowCase Corporation Dorsey & Whitney LLP 4115 Highway 52 North, Suite 300 Pillsbury Center South Rochester, Minnesota 55901-0144 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402-1498 (507) 288-5922 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered Registered(1) share(2) price(2) fee ================================================================================ Common Stock ($.01 par value) 4,640,290 shares $9.00 $31,521,268 $8,763 ================================================================================ (1) 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. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c). The proposed maximum aggregate offering price has been calculated as follows: options to purchase 1,630,787 shares have been issued with an approximate weighted average stock exercise price of $2.72; and the stock exercise price with respect to 3,009,503 shares that are being registered herein but remain unissued is based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq consolidated reporting system on July 12, 1999. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed with the Securities and Exchange Commission (the "Commission") by ShowCase Corporation (the "Company") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated herein by reference: (a) The Company's prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "1933 Act"), in connection with the Registration Statement No. 333-77223 on Form S-1 filed with the Commission on April 28, 1999, together with any amendments thereto, in which there is set forth audited financial statements for the Company's fiscal years ended March 31, 1999 and 1998; and (b) The description of the Company's Common Stock contained in Item 1 of the Registration Statement on Form 8-A dated June 25, 1999, and any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Registration Statement on Form S-8 and prior to the termination of the offering described herein. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is incorporated or deemed to be incorporated by reference herein 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 statement. Any such 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. The description of the Company's Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement 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. Section 302A.521 of the Minnesota Statutes provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan for the same judgments, penalties or fines; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if II-2 applicable, has been satisfied; (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 in such person's official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions in such person's official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. Section 302A.521 also requires payment by a corporation, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances. A decision as to required 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. Provisions regarding indemnification of officers and directors of ShowCase to the extent permitted by Section 302A.521 are contained in ShowCase's articles of incorporation and bylaws. The Company maintains a policy of directors' and officers' liability insurance that insures the Company's directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. Item 7. Exemption from Registration Claimed. No securities are to be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits. 4.1 Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-77223)). 4.2 Warrant Agreement to purchase shares of capital stock of the Company issued to Comdisco, Inc. (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-77223)). 4.3 Registration Rights Provisions (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 333- 77223)). 5.1 Opinion and Consent of Counsel. 23.1 Consent of KPMG LLP. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney. II-3 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, represent 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 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 Securities and Exchange 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; and (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) above will 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 with or furnished 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 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. II-4 (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 Securities Act and is, therefor, 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 other 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 Securities Act and will be governed by the final adjudication of such issue. 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 Rochester, State of Minnesota, on the 15th day of July, 1999. SHOWCASE CORPORATION By /s/ Craig W. Allen --------------------------------- Craig W. Allen Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 15th day of July, 1999, by the following persons in the capacities indicated. Signature Title --------- ----- * - ------------------------------ President, Chief Executive Officer and Kenneth H. Holec Director (principal executive officer) /s/ Craig W. Allen Chief Financial Officer - ----------------------------- (principal financial officer and Craig W. Allen principal accounting officer) * - ----------------------------- Director Promod Haque * - ----------------------------- Director C. McKenzie Lewis III * - ----------------------------- Director Jack Noonan * - ----------------------------- Director Dennis Semerad *By /s/ Craig W. Allen ----------------------------- Craig W. Allen Attorney-in-Fact EXHIBIT INDEX Exhibit Page - ------- ---- 4.1 Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-77223)) 4.2 Warrant Agreement to purchase shares of capital stock of the Company issued to Comdisco, Inc. (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-77223)) 4.3 Registration Rights Provisions (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 333-77223)) 5.1 Opinion and Consent of Counsel 23.1 Consent of KPMG LLP 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney EX-5.1 2 OPINION & CONSENT OF COUNSEL EXHIBIT 5.1 [Letterhead of Dorsey & Whitney LLP] ShowCase Corporation 4115 Highway 52 North, Suite 300 Rochester, Minnesota 55901-0144 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to ShowCase Corporation, a Minnesota corporation (the "Company"), and have advised the Company in connection with a registration statement on Form S-8 relating to the sale by the Company from time to time of up to 4,640,290 shares (the "Shares") of common stock, par value $.01 per share, of the Company ("Common Stock") issuable under the Amended 1991 Long- Term Incentive and Stock Option Plan, the ShowCase Corporation 1999 Stock Incentive Plan and the ShowCase Corporation 1999 Employee Stock Purchase Plan (collectively, the "Plans"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plans, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the registration statement on Form S-8 of the Company relating to the Shares. Dated: July 15, 1999 Very truly yours, /s/ Dorsey & Whitney LLP KLC EX-23.1 3 CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors ShowCase Corporation: We consent to the use of our reports incorporated herein by reference in this Form S-8 registration statement. /s/ KPMG LLP Minneapolis, MN July 13, 1999 EX-24.1 4 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Craig W. Allen and Kenneth H. Holec (each with full power to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any or all amendments (including post-effective amendments) thereto, with respect to the Amended 1991 Long-Term Incentive and Stock Option Plan, the ShowCase Corporation 1999 Stock Incentive Plan and the ShowCase Corporation 1999 Employee Stock Purchase Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ Kenneth H. Holec President, Chief Executive Officer June 29, 1999 - -------------------------------- and Director Kenneth H. Holec (principal executive officer) /s/ Craig W. Allen Chief Financial Officer June 29, 1999 - -------------------------------- (principal financial officer and Craig W. Allen principal accounting officer) /s/ Promod Haque Director June 29, 1999 - -------------------------------- Promod Haque /s/ C. McKenzie Lewis III Director June 29, 1999 - -------------------------------- C. McKenzie Lewis III /s/ Jack Noonan Director June 29, 1999 - -------------------------------- Jack Noonan /s/ Dennis Semerad Director June 29, 1999 - -------------------------------- Dennis Semerad
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