-----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, CzU442QvXnHnS3xPGYj3Dbz7RP4u1Pfo5u3WDvPts+GHip75uUzm5RoLkAXfOFBC PmRoOqVYAfvvmYGtD3j05w== 0000069999-96-000007.txt : 19960124 0000069999-96-000007.hdr.sgml : 19960124 ACCESSION NUMBER: 0000069999-96-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960123 EFFECTIVENESS DATE: 19960211 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0000069999 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 410850527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00381 FILM NUMBER: 96506325 BUSINESS ADDRESS: STREET 1: 11000 PRAIRIE LAKES DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128293000 MAIL ADDRESS: STREET 1: P O BOX 9365 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 S-8 1 As filed with the Securities and Exchange Commission on January 23, 1996 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------- NATIONAL COMPUTER SYSTEMS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0850527 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 11000 Prairie Lakes Drive Eden Prairie, MN 55344 (Address of principal executive offices) (Zip Code) NATIONAL COMPUTER SYSTEMS, INC. 1990 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) J.W. Fenton, Jr. Copy to: Secretary/Treasurer Jay L. Swanson National Computer Systems, Inc. Dorsey & Whitney P.L.L.P. 11000 Prairie Lakes Drive Pillsbury Center South Eden Prairie, Minnesota 55344 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402 (612) 829-3040 (Telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering aggregate registration to be registered registered(1) price/share(2) offering price(2) fee - ------------------------------------------------------------------------------- Common Stock, $.03 par value 350,000 $18.25 $6,387,500 $2,202.59 - ------------------------------------------------------------------------------- (1) The number of shares of Common Stock being registered represents the number of shares that may be issued pursuant to the plan in addition to shares previously registered. (2) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on January 19, 1996. Pursuant to General Instruction E of General Instructions to Form S-8, this registration statement incorporates by reference the registrant's registration statement on Form S-8 filed on June 11, 1992 (Registration No. 33-48509). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit Number Description 4 - Rights Agreement dated as of June 23, 1987 between National Computer Systems, Inc. (the "Company") and Norwest Bank Minnesota, N. A. (including the form of Right Certificate attached as Exhibit B thereto) is incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 8-K dated June 23, 1987. 5 - Opinion of Counsel for the Company 23.1 - Consent of Independent Auditors 23.2 - Consent of Counsel for the Company (included in Exhibit 5) 24 - Power of Attorney Item 9. Undertakings The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment to this 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. The undersigned registrant hereby undertakes 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. 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. 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. 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 Eden Prairie, State of Minnesota. NATIONAL COMPUTER SYSTEMS, INC. Dated: January 22, 1996 By: /s/ J.W. Fenton, Jr. ----------------------- J.W. Fenton, Jr. Secretary/Treasurer 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: Name By: Russell A. Gullotti* Chairman of the Board of Directors, President and Russell A. Gullotti Chief Executive Officer (principal executive officer) By: David P. Campbell* Director David P. Campbell By: David C. Cox* Director David C. Cox By: Director Jean B. Keffeler By: Charles W. Oswald* Director Charles W. Oswald By: Stephen G. Shank* Director Stephen G. Shank By: John E. Steuri* Director John E. Steuri By: Director Jeffrey E. Stiefler By: John W. Vessey* Director John W. Vessey By: Jeffrey W. Taylor* Vice President and Chief Financial Officer Jeffrey W. Taylor (principal financial and accounting officer) * Executed on behalf of the indicated officers and directors of the registrant by J.W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact. /s/ J.W. Fenton, Jr. (Attorney-in-fact) Dated: January 22, 1996 EXHIBIT INDEX Exhibit Number Description Page 5 - Opinion of Counsel for the Company ...................... 23.1 - Consent of Independent Auditors ......................... 23.2 - Consent of Counsel for the Company (included in Exhibit 5) 24 - Power of Attorney ....................................... EX-5 2 EXHIBIT 5 National Computer Systems, Inc. 11000 Prairie Lakes Drive Eden Prairie, Minnesota 55344 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to National Computer Systems, Inc., a Minnesota corporation (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 350,000 shares of Common Stock, $ .03 par value, of the Company (the "Shares"), initially issuable upon the exercise of stock options granted pursuant to the Company's 1990 Employee Stock Option Plan (as amended to date, the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering our opinions 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 opinions, 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 Plan, 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. Dated: January 22, 1996 Very truly yours, /s/ Dorsey & Whitney P.L.L.P. EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the National Computer Systems 1990 Employee Stock Option Plan of National Computer Systems, Inc. and subsidiaries, of our report dated March 15, 1995 with respect to the consolidated financial statements of National Computer Systems, Inc. and subsidiaries incorporated by reference in its Annual Report on Form 10-K for the year ended January 31, 1995 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Minneapolis, Minnesota January 22, 1996 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY The undersigned directors and officers of NATIONAL COMPUTER SYSTEMS, INC. hereby constitute and appoint J.W. Fenton, Jr., his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including without limitation, as Director and/or Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or any other officer of the Company), to sign a registration statement, and any and all amendments thereto, including post-effective amendments, on Form S-8 relating to the issuance of Common Stock of National Computer Systems, Inc. pursuant to its National Computer Systems, Inc. 1990 EMPLOYEE STOCK OPTION PLAN, which is to be filed with the Securities and Exchange Commission, with all exhibits thereto, and any and all documents in connection therewith, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done, and hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 4th day of January, 1992. /s/ Charles W. Oswald /s/ Stephen G. Shank Charles W. Oswald Stephen G. Shank /s/ David C. Malmberg /s/ John E. Steuri David C. Malmberg John E. Steuri /s/ David P. Campbell /s/ John W. Vessey David P. Campbell John W. Vessey /s/ Robert F. Zicarelli William W. Chorske Robert F. Zicarelli /s/ David C. Cox /s/ Norman A. Cocke David C. Cox Norman A. Cocke /s/ Harvey Golub /s/ Jeffrey W. Taylor Harvey Golub Jeffrey W. Taylor EXHIBIT 24 POWER OF ATTORNEY The undersigned director and officer of NATIONAL COMPUTER SYSTEMS, INC. hereby constitutes and appoints J.W. Fenton, Jr., his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including without limitation, as Director and/or Principal Executive Officer or any other officer of the Company), to sign a registration statement, and any and all amendments thereto, including post-effective amendments, on Form S-8 relating to the issuance of Common Stock of National Computer Systems, Inc. pursuant to its National Computer Systems, Inc. 1990 EMPLOYEE STOCK OPTION PLAN, which is to be filed with the Securities and Exchange Commission, with all exhibits thereto, and any and all documents in connection therewith, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done, and hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of January, 1996. /s/ Russell A. Gullotti Russell A. Gullotti -----END PRIVACY-ENHANCED MESSAGE-----