S-8

As filed with the Securities and Exchange Commission on August 7, 2015

Registration No. 333-_____

united states

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 incorporation or organization)	(I.R.S. Employer Identification No.)
7500 Mendelssohn Avenue North Minneapolis, Minnesota	55428
(Address of Principal Executive Offices)	(Zip Code)

mocon, inc.

2015 equity INCENTIVE PLAN

(Full title of the plan)

Robert L. Demorest

Chairman of the Board, President and Chief Executive Officer

MOCON, Inc.

7500 Mendelssohn Avenue North

Minneapolis, Minnesota 55428

(763) 493-6370

(Name, address and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer (Do not check if a smaller reporting company) ☐	Smaller reporting company ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.10 per share	550,000	$15.77	$8,673,500	$1,008.00

(1) The maximum number of shares of MOCON, Inc. (the “Company” or “Registrant”)’s common stock, par value $0.10 per share (“Common Stock”), that may be issued under the plan covered by this registration statement is subject to adjustment in accordance with certain provisions of the plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), to the extent additional shares of Common Stock may be issued or issuable as a result of a reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other change in our corporate structure or shares while this registration statement is in effect, this registration statement is hereby deemed to cover all such additional shares of Common Stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices of the Common Stock, as reported on NASDAQ Global Market on August 3, 2015.

Part I

Information Required In The SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to Plan participants as required by Rule 428(b)(1).

Part II

INFORMATION REQUIRED

IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The following documents previously filed by the Company (File No. 000-09273) with the Commission are incorporated by reference in this registration statement:

(1) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Commission on March 12, 2015;

(2) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015 as filed with the Commission on May 8, 2015 and June 30, 2015 as filed with the Commission on August 7, 2015;

(3) Current Reports on Form 8-K, as filed with the Commission on January 13, 2015, May 29, 2015, July 13, 2015 and August 6, 2015.

(4) All other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange since December 31, 2014; and

(5) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 000-09273) filed with the Commission pursuant to, including any amendments or reports filed for the purpose of updating the description.

All documents filed by the Company with the Commission (other than portions of such documents which are furnished and not filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement but prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered pursuant to this registration statement have been sold or that deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Any statement contained in the documents incorporated or deemed to be incorporated by reference in this registration statement 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this registration statement 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.

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Item 4.     Description of Securities.

Not applicable. 

Item 5.     Interests of Named Experts and Counsel.

Not applicable.

Item 6.     Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Business Corporation Act provides that a Minnesota business corporation shall indemnify any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity (as defined) of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain statutory standards are met. “Proceeding” means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.

Article IV of the Company’s Restated Articles of Incorporation provides that the Company shall, without condition or limitation, indemnify its present and former directors, officers, employees and agents to the fullest extent permitted by the Minnesota Business Corporation Act. In addition, Article V of the Company’s Restated Articles of Incorporation, as amended, limits the personal liability of its directors to the fullest extent permitted by the Minnesota Business Corporation Act. The Company also maintains directors’ and officers’ liability insurance.

The foregoing represents a summary of the general effect of the Minnesota Business Corporation Act and the Company’s Restated Articles of Incorporation for purposes of general description only. The foregoing represents a summary of the general effect of the Minnesota Business Corporation Act, the Company’s Restated Articles of Incorporation and Third Restated Bylaws, the Company’s directors and officers liability insurance policy for purposes of general description only.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company’s directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company is aware that in the opinion of the Securities and Exchange Commission that this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.     Exemptions from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit No.

4.1 Restated Articles of Incorporation of MOCON, Inc. (incorporated by reference to Exhibit 3.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 000-09273)).

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4.2 Third Restated Bylaws of MOCON, Inc. (incorporated by reference to Exhibit 3.2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 000-09273)).

5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith electronically).

23.1 Consent of KPMG LLP (filed herewith electronically).

23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).

24.1 Power of Attorney (filed herewith electronically).

Item 9. Undertakings.

(a) The 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;

(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 offered 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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 that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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.

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(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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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 of 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 August 7, 2015.

MOCON, INC.
(Registrant)
By:	/s/ Robert L. Demorest
	Robert L. Demorest Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, on the dates indicated below.

Signature	Title
/s/ Robert L. Demorest	Chairman of the Board, President and	August 7, 2015
Robert L. Demorest	Chief Executive Officer and Director
	(Principal Executive Officer)
/s/ Elissa Lindsoe	Vice President, Chief Financial Officer,	August 7, 2015
Elissa Lindsoe	Treasurer and Secretary (Principal
	Financial and Accounting Officer)
/s/ Donald N. DeMorett	Director	August 7, 2015
Donald N. DeMorett
/s/ Robert F. Gallagher	Director	August 7, 2015
Robert F. Gallagher
/s/ Bradley D. Goskowicz	Director	August 7, 2015
Bradley D. Goskowicz
/s/ Kathleen Iverson	Director	August 7, 2015
Kathleen Iverson
/s/ Daniel W. Mayer	Director	August 7, 2015
Daniel W. Mayer
/s/ Tom C. Thomas	Director	August 7, 2015
Tom C. Thomas
/s/ David J. Ward	Director	August 7, 2015
David J. Ward
/s/ Paul R. Zeller	Director	August 7, 2015
Paul R. Zeller

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INDEX TO EXHIBITS

No.	Item	Method of Filing
4.1	Restated Articles of Incorporation of MOCON, Inc.	Incorporated by reference to Exhibit 3.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 000-09273).
4.2	Third Restated Bylaws of MOCON, Inc.	Incorporated by reference to Exhibit 3.2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 000-09273).
5.1	Opinion of Oppenheimer Wolff & Donnelly LLP	Filed herewith electronically.
23.1	Consent of KPMG LLP	Filed herewith electronically.
23.2	Consent of Oppenheimer Wolff & Donnelly LLP	Included in Exhibit 5.1.
24.1	Power of Attorney	Filed herewith electronically.

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EX-5.1

Exhibit 5.1

[Oppenheimer Wolff & Donnelly LLP Letterhead]

222 South Ninth Street, Suite 2000

Minneapolis, MN 55402-3338

www.Oppenheimer.com

Main: (612) 607-7000

Fax: (612) 607-7100

August 7, 2015

MOCON, Inc.

7500 Mendelssohn Avenue North

Minneapolis, Minnesota 55428

Re: MOCON, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to MOCON, Inc., a Minnesota corporation (the “Company”), in connection with the proposed registration by the Company of up to 550,000 shares (collectively, the “Shares”) of the Company’s common stock, $0.10 par value per share (the “Common Stock”), issuable under the MOCON, Inc. 2015 Equity Incentive Plan (the “Plan”), pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 7, 2015.

In acting as counsel for the Company and arriving at the opinion 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 opinion expressed herein but have made no independent investigation regarding such factual matters. In connection with our examination, we have assumed the genuiness 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, and provided that the Registration Statement has become effective, it is our opinion that when issued and paid for in accordance with the terms and conditions set forth in the Plan, the Shares will be validly issued, fully paid and non-assessable.

We have assumed that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Shares will be issued in accordance with such resolutions and authorities and the terms of the Plan. We have further assumed that at each time the Shares will be issued, the Company will then have sufficient authorized but unissued share capital to allow for the issue of such Shares and that the Shares will be issued in accordance with the Plan.

We have further assumed the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors.

We express no opinion with respect to laws other than those 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.

This opinion is rendered on the date hereof, and we have no continuing obligation hereunder to inform you of changes of law or fact subsequent to the date hereof or facts of which we have become aware after the date hereof.

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. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

OPPENHEIMER WOLFF & DONNELLY LLP

/s/ Oppenheimer Wolff & Donnelly LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

MOCON, Inc.:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of MOCON, Inc. and subsidiaries (MOCON) of our reports dated March 12, 2015, with respect to the consolidated balance sheets of MOCON as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, cash flows and financial statement schedule II for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10-K of MOCON.

                  /s/ KPMG LLP

Minneapolis, Minnesota

August 7, 2015

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS: That each person whose signature appears below hereby authorizes and appoints Robert L. Demorest and Elissa Lindsoe, or any of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-8, 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 acting alone, 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, their, or his or her, substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney effective as of this 7^th day of August, 2015.

Name and Signature	Title
/s/ Robert L. Demorest	Chairman of the Board, President and Chief Executive
Robert L. Demorest	Officer and Director (Principal Executive Officer)
/s/ Elissa Lindsoe	Vice President, Chief Financial Officer, Treasurer and
Elissa Lindsoe	Secretary (Principal Financial and Accounting Officer)
/s/ Donald N. DeMorett	Director
Donald N. DeMorett
/s/ Robert F. Gallagher	Director
Robert F. Gallagher
/s/ Bradley D. Goskowicz	Director
Bradley D. Goskowicz
/s/ Kathleen Iverson	Director
Kathleen Iverson
/s/ Daniel W. Mayer	Director
Daniel W. Mayer
/s/ Tom C. Thomas	Director
Tom C. Thomas
/s/ David J. Ward	Director
David J. Ward
/s/ Paul R. Zeller	Director
Paul R. Zeller