-----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, Pji40uOlEA47KUJ5/8ihMHgHgz/EMQXmnm2uyyhHuWxVXWAOUFD1+69n5nycKLt7 1btgF0dUuOGcLKgO0bDfLA== 0000897101-02-000439.txt : 20020611 0000897101-02-000439.hdr.sgml : 20020611 20020610110633 ACCESSION NUMBER: 0000897101-02-000439 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020607 EFFECTIVENESS DATE: 20020607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOCON INC CENTRAL INDEX KEY: 0000067279 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 410903312 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90116 FILM NUMBER: 02674543 BUSINESS ADDRESS: STREET 1: 7500 BOONE AVE N CITY: MINNEAPOLIS STATE: MN ZIP: 55428 BUSINESS PHONE: 6124936370 MAIL ADDRESS: STREET 1: 7500 BOONE AVE N STREET 2: 7500 BOONE AVE N CITY: MINNEAPOLIS STATE: MN ZIP: 55428 FORMER COMPANY: FORMER CONFORMED NAME: MODERN CONTROLS INC DATE OF NAME CHANGE: 19920703 S-8 1 mocon022942_s8.txt MOCON, INC. FORM S-8 As filed with the Securities and Exchange Commission on June 7, 2002 Registration No. 333-_____ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- MOCON, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-0903312 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7500 BOONE AVENUE NORTH MINNEAPOLIS, MN 55428 (Address of Principal Executive Offices) (Zip Code) ----------------------- MODERN CONTROLS, INC. 1998 STOCK OPTION PLAN (Full title of the plan) ----------------------- DANE ANDERSON VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TREASURER AND SECRETARY 7500 BOONE AVENUE NORTH MINNEAPOLIS, MN 55428 763-493-6370 (Name, address and telephone number, including area code, of agent for service) ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT -------------------- CALCULATION OF REGISTRATION FEE
========================= ==================== =========================== ============================= =================== TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE - ------------------------- -------------------- --------------------------- ----------------------------- ------------------- Common Stock, par value $0.10 per share 550,000 shares $10.75 $5,912,500 $5,439.50 ========================= ==================== =========================== ============================= ===================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of additional shares that may be offered and sold as a result of anti-dilution provisions described in the above-referenced plans. (2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(h) under the Securities Act on the basis of the average high and low reported sales prices of MOCON's common stock on June 3, 2002, as reported on the Nasdaq National Market System. STATEMENT UNDER GENERAL INSTRUCTION E -- REGISTRATION OF ADDITIONAL SECURITIES Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 550,000 shares of common stock, par value $0.10 per share, of MOCON, Inc. reserved for issuance under the Modern Controls, Inc. 1998 Stock Option Plan (the "Plan"). On February 12, 2002, the Board of Directors of MOCON, Inc. voted to increase the number of shares reserved for issuance under the Plan by an aggregate of 550,000 shares, subject to approval by the shareholders of MOCON, Inc. This increase was approved by the shareholders of MOCON, Inc. at the annual meeting of the shareholders of MOCON, Inc. on May 21, 2002. Pursuant to Instruction E, the contents of MOCON, Inc.'s Registration Statement on Form S-8, File No. 333-58789, including without limitation periodic reports that MOCON, Inc. filed, or will file, after the filing of such Form S-8 to maintain current information about MOCON, Inc. are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP 23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24.1 Powers of Attorney (see page 2) INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING - --- ---- ---------------- 5.1 Opinion of Oppenheimer Wolff & Donnelly LLP........Filed herewith electronically. 23.1 Consent of Oppenheimer Wolff & Donnelly LLP........Included in Exhibit 5.1. 23.2 Consent of KPMG LLP................................Filed herewith electronically. 24.1 Powers of Attorney.................................Included on page 2 of this Registration Statement
1 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 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 Brooklyn Park, State of Minnesota. Dated: June 6, 2002 MOCON, INC. By: /s/ Robert L. Demorest ------------------------------ Robert L. Demorest, President, Chief Executive Officer and Chairman of the Board (principal executive officer) POWERS OF ATTORNEY Each person whose signature appears below constitutes and appoints Robert L. Demorest and Dane D. Anderson, and either of them, his true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for 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 thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 6, 2002 by the following persons in the capacities indicated. Signature Title - --------- ----- President, Chief Executive Officer and /s/ Robert L. Demorest Chairman of the Board - ------------------------------ (principal executive officer and Director) Robert L. Demorest Vice President, Chief Financial Officer, /s/ Dane D. Anderson Treasurer and Secretary - ------------------------------ (principal financial and accounting Officer) Dane D. Anderson /s/ Dean B. Chenoweth Director - ------------------------------ Dean B. Chenoweth /s/ J. Leonard Frame Director - ------------------------------ J. Leonard Frame /s/ Daniel W. Mayer Director - ------------------------------ Daniel W. Mayer 2 /s/ Ronald A. Meyer Director - ------------------------------ Ronald A. Meyer /s/ Richard A. Proulx Director - ------------------------------ Richard A. Proulx /s/ Paul L. Sjoquist Director - ------------------------------ Paul L. Sjoquist /s/ Tom C. Thomas Director - ------------------------------ Tom C. Thomas 3 EX-5.1 3 mocon022942_ex5-1.txt OPINION RE: LEGALITY EXHIBIT 5.1 June 6, 2002 MOCON, Inc. 7500 Boone Avenue North Minneapolis, MN 55428 RE: MOCON, INC. REGISTRATION STATEMENT ON FORM S-8 Ladies/Gentlemen: We have acted as counsel to MOCON, Inc., a Minnesota corporation (the "Company"), in connection with the registration by the Company of an additional 550,000 shares of common stock, $.10 par value per share (the "Shares"), of the Company issuable under the Company's 1998 Stock Option Plan (the "Plan") pursuant to a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on June 6, 2002 (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 all 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 stated 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. 2. The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Plan as set forth in the Registration Statement, will be validly issued, fully paid and nonassessable. We express no opinion with respect to laws other than the 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. Very truly yours, OPPENHEIMER WOLFF & DONNELLY LLP /s/ Oppenheimer Wolff & Donnelly LLP EX-23.2 4 mocon022942_ex23-2.txt INDEPENDENT AUDITORS CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of MOCON Inc. of our reports dated February 21, 2002 relating to the consolidated balance sheets of MOCON Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2001, and the related schedule, which reports appear in the 2001 annual report on Form 10-K of MOCON Inc. Our report refers to MOCON Inc.'s adoption of the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and certain provisions of SFAS No. 142, Goodwill and Other Intangible Assets, as required for goodwill and other intangible assets resulting from business combinations consummated after June 30, 2001. /s/ KPMG LLP Minneapolis, Minnesota June 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----