-----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, HbTfXX1nRt4kcME2wnagGiL9JxsaXYnuST5d0IDshxxivBbaAN/jUJ31dQLbMO4v nVrD3sbymtKxh8Yimu8YuQ== 0000912057-01-522443.txt : 20010704 0000912057-01-522443.hdr.sgml : 20010704 ACCESSION NUMBER: 0000912057-01-522443 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010703 EFFECTIVENESS DATE: 20010703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAKEY INC CENTRAL INDEX KEY: 0000704914 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 411291472 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64470 FILM NUMBER: 1674460 BUSINESS ADDRESS: STREET 1: 407 W TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 BUSINESS PHONE: 6128906850 MAIL ADDRESS: STREET 1: 407 WEST TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 S-8 1 a2053461zs-8.txt S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DATAKEY, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1291472 ------------------------- ------------------------- (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 407 WEST TRAVELERS TRAIL BURNSVILLE, MINNESOTA 55337 (Address of Principal Executive Office and Zip Code) DATAKEY, INC. 1997 STOCK OPTION PLAN (Full Title of the Plan) Carl P. Boecher, President and Chief Executive Officer 407 West Travelers Trail Burnsville, Minnesota 55337 (952) 890-6850 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) COPIES TO: Elizabeth McGraw Reisktyl Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402 CALCULATION OF REGISTRATION FEE
==================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Options to Purchase Common Stock under the 1997 Stock Option Plan Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the 1997 Stock Option Plan 300,000 shares $3.09 $927,000 $231.75 ------ TOTAL: $231.75 ====================================================================================================================
(1) In addition, pursuant to Rule 416 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 and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on June 29, 2001. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1997 Stock Option Plan. The contents of the Registrant's Registration Statements on Form S-8, Reg. No. 333-83999 and Reg. No. 333-39556, are incorporated herein by reference. SIGNATURES ---------- THE REGISTRANT. 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 Burnsville and State of Minnesota, on the 2nd day of July, 2001. DATAKEY, INC. (the "Registrant") By /s/ Carl P. Boecher Carl P. Boecher President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. (Power of Attorney) Each of the undersigned constitutes and appoints Carl P. Boecher and Alan G. Shuler his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Datakey, Inc. relating to the Company's 1997 Stock Option Plan and any or all amendments or post-effective amendments to the Form S-8 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 attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all - 2 - that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ Carl P. Boecher President, Chief Executive July 2, 2001 Carl P. Boecher Officer and Director (principal executive officer) /s/ Alan G. Shuler Vice President and Chief July 2, 2001 Alan G. Shuler Financial Officer (principal financial and accounting officer) /s/ Gary R. Holland Chairman and Director July 2, 2001 Gary R. Holland /s/ Terrence W. Glarner Director July 2, 2001 Terrence W. Glarner /s/ Thomas R. King Director July 2, 2001 Thomas R. King /s/ Eugene W. Courtney Director July 2, 2001 Eugene W. Courtney
- 3 - SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DATAKEY, INC. Form S-8 Registration Statement EXHIBIT INDEX
Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 24 Power of attorney (See Signature Page)
- 4 - EX-5 2 a2053461zex-5.txt EX-5 EXHIBIT 5 FREDRIKSON & BYRON, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 Telephone: (612) 347-7000 Facsimile: (612) 347-7077 July 2, 2001 Datakey, Inc. 407 West Travelers Trail Burnsville, MN 55337-2554 Gentlemen: Re: Registration Statement on Form S-8 ---------------------------------- Ladies/Gentlemen: We are acting as corporate counsel to Datakey, Inc. (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and 300,000 shares (the "Shares") of Common Stock issuable pursuant to the Company's 1997 Stock Option Plan (the "Plan"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Amended and Restated Bylaws. 3. Certain corporate resolutions adopted by the Board of Directors and shareholders of the Company pertaining to the adoption and approval of the Plan and the increase in the number of shares reserved for issuance thereunder. 4. The Plan. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be 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, FREDRIKSON & BYRON, P.A. By /s/ Thomas R. King Thomas R. King EX-23.2 3 a2053461zex-23_2.txt EX-23.2 EXHIBIT 23.2 ------------ INDEPENDENT ACCOUNTANT'S CONSENT We consent to the incorporation by reference in this Registration Statement of Datakey, Inc. on Form S-8 of our report, dated February 2, 2001, included in the Annual Report on Form 10-KSB of Datakey, Inc. for the year ended December 31, 2000. /s/ MCGLADREY & PULLEN, INC. Minneapolis, Minnesota July 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----