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- diction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

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	400,000 shares	$	2.61	$	1,044,000.00	$	96.05
TOTAL:						$	96.05

(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 28, 2002.

TABLE OF CONTENTS

EX-5 Opinion and Consent of Counsel

EX-23.2 Consent of Independent Accountants

     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, Reg. No. 333-39556 and Reg. No. 333-64470, 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 1st day of July, 2002.

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 Carl P. Boecher	President, Chief Executive Officer and Director (principal executive officer)	July 1, 2002
/s/ Alan G. Shuler Alan G. Shuler	Vice President and Chief Financial Officer (principal financial and accounting officer)	July 1, 2002
/s/ Gary R. Holland Gary R. Holland	Chairman and Director	July 1, 2002
/s/ Terrence W. Glarner Terrence W. Glarner	Director	July 1, 2002
Thomas R. King Thomas R. King	Director	July 1, 2002
Eugene W. Courtney Eugene W. Courtney	Director	July 1, 2002

-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 3 c70508exv5.htm EX-5 OPINION AND CONSENT OF COUNSEL

EXHIBIT 5

FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402

Telephone: (612) 347-7000
Facsimile: (612) 347-7077

July 1, 2002

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 400,000 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 4 c70508exv23w2.htm EX-23.2 CONSENT OF INDEPENDENT ACCOUNTANTS

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Registration Statement of Datakey, Inc. on Form S-8 of our report, dated February 5, 2002, included in the Annual Report on Form 10-KSB of Datakey, Inc. for the year ended December 31, 2001.

/S/ MCGLADREY & PULLEN LLP

Minneapolis, Minnesota
July 1, 2002

-----END PRIVACY-ENHANCED MESSAGE-----

EX-5

Datakey, Inc.

EX-23.2

Datakey, Inc.