-----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, Q93+iuhRy/M8kjGwPj4iBNycQvCVFH8awerLeTcqxQkmOAUYKSbxTveCI7dQfka+ b7FzY3g/4jarPTGgNIfS5Q== 0000912057-00-011415.txt : 20000315 0000912057-00-011415.hdr.sgml : 20000315 ACCESSION NUMBER: 0000912057-00-011415 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000314 EFFECTIVENESS DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORSTAN INC CENTRAL INDEX KEY: 0000072418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 410835746 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-32394 FILM NUMBER: 568758 BUSINESS ADDRESS: STREET 1: 605 N HIGHWAY 169 STREET 2: 12TH FL CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6124201100 MAIL ADDRESS: STREET 1: NORSTAN INC STREET 2: 6900 WEDGEWOOD ROAD CITY: MAPLE GROVE STATE: MN ZIP: 55311 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN RESEARCH & DEVELOPMENT CO DATE OF NAME CHANGE: 19770926 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN MANUFACTURING CO INC DATE OF NAME CHANGE: 19750918 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000 REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORSTAN, INC. (Exact name of Registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation) 41-0835746 (IRS Employer Identification No.) 5101 SHADY OAK ROAD MINNETONKA, MN 55343 (Address of principal executive offices) 2000 EMPLOYEE STOCK PURCHASE PLAN OF NORSTAN, INC. (Full title of Plan) RICHARD COHEN NORSTAN, INC. 5101 SHADY OAK ROAD MINNETONKA, MN 55343 (Name and address of agent for service) (612) 352-4000 (Telephone Number, Including Area Code, of Agent for Service Copies to: PHILIP J. TILTON MASLON EDELMAN BORMAN & BRAND, LLP 3300 NORWEST CENTER MINNEAPOLIS, MN 55402-4140 (612) 672-8200 CALCULATION OF REGISTRATION FEE
=============================================================================================================================== TITLE OF SECURITIES TO BE PROPOSED MAXIMUM AMOUNT PROPOSED MAXIMUM AMOUNT OF AGGREGATE REGISTRATION FEE REGISTERED TO BE REGISTERED (1) OFFERING PRICE PER OFFERING PRICE(1) SHARE(1) - ------------------------------ -------------------------- ------------------------- --------------------- --------------------- common stock ($0.10 per 400,000 shares $7.25 $2,900,000 $765.60 value per share) ============================== ========================== ========================= ===================== ===================== (1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low prices of the Common Stock on NASDAQ on March 10, 2000
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission ("SEC") are incorporated herein by reference and made a part hereof: (1) the Registrant's Annual Report on Form 10-K for the year ended April 30, 1999 filed with the SEC on July 28, 1999; (2) the Registrant's Schedule 14A, Notice of the 1999 Annual Meeting of Shareholders and Proxy Statement filed with the SEC on August 19, 1999; (3) the Registrant's Quarterly Report on Form 10-Q for the three months ended July 31, 1999 filed with the SEC on September 14, 1999; (4) the Registrant's Quarterly Report on Form 10-Q for the three months ended October 30, 1999 filed with the SEC on December 14, 1999; and (5) the description of the Registrant's common stock contained in its Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act (and all amendments thereto and reports filed for the purpose of updating such description). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceedings, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of 2 the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. ITEM 8. EXHIBITS. 4(a). Restated Articles of Incorporation of the Company as Amended (incorporated herein by reference as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended April 30, 1996); 4(b). Bylaws of the Company (incorporated herein by reference as Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended April 30, 1998); 5. Opinion of Maslon Edelman Borman & Brand, LLP; 23(a). Consent of Arthur Andersen LLP; 23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5); and 24(a). Power of Attorney (included on signature page). ITEM 9. UNDERTAKINGS. The undersigned 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 of 1933; (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 and 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; 3 (iii) To include any material information with respect to the plan of distribution no previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. 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 15(d) of the Security 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 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 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. 4 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 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 Minneapolis, State of Minnesota, as of March 9, 2000. NORSTAN, INC. By: /s/ Richard Cohen --------------------------- Richard Cohen Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Norstan, Inc. hereby severally constitute Paul Baszucki and Richard Cohen and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below the registration statement filed herewith and any amendments to said registration statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Norstan, Inc. to comply with the provisions of the Securities Act of 1933 as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below as of March 9, 2000 by the following persons in the capacities and as of the date indicated. NAME TITLE /s/ Paul Baszucki Chief Executive Officer and Chairman of - ----------------------- the Board of Directors (Principal Executive Paul Baszucki Officer) /s/ Richard Cohen Chief Financial Officer (Principal Financial - ----------------------- Officer) Richard Cohen /s/ Gerald D. Pint Director - ----------------------- Gerald D. Pint 5 /s/ Jagdish N. Sheth Director - ----------------------- Jagdish N. Sheth Director - ----------------------- Constance M. Levi Director - ----------------------- Herbert F. Trader 6 EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 5. Opinion of Maslon Edelman Borman & Brand, LLP 23(a). Consent of Arthur Andersen LLP. 23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5) 24. Power of Attorney (included on signature page) 7 EX-5 2 EXHIBIT 5 EXHIBIT 5 March 9, 2000 Norstan, Inc. 5101 Shady Oak Road Minnetonka, MN 55343 RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") Gentlemen: We have acted as counsel for Norstan, Inc., a corporation organized under the laws of the State of Minnesota (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of 400,000 shares of the Company's common stock, $.10 par value (the "common stock"), issuable under the Company's 2000 Employee Stock Purchase Plan (the "Plan") and, subject to adjustment as provided therein, under the Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission. We have made such legal and factual examinations and inquiries, including an examination of originals, or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such corporate records of the Company, agreements and other instruments, certificates of public officials and officers and representatives of the Company, and such other documents as have deemed necessary as a basis for the opinions hereafter expressed. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification, that (i) each of the parties thereto has duly and validly executed and delivered each instrument, document and agreement to which such party is a signatory, and such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with their respective terms, (ii) each natural person executing any such instrument, document or agreement is legally competent to do so, and (iii) all corporate records made available to us by the Company and all public records reviewed are accurate and complete. Based upon the foregoing and having regard to legal considerations that we deem relevant, we are of the opinion that, when the shares of common stock have been registered under the Securities Act, and when the Company has received the consideration to be received for said shares in accordance with the provisions of 8 the Plan and said shares of common stock have been issued by the Company as provided under the Plan, said shares of common stock will be duly authorized, validly issued, fully paid, and nonassessable. We are qualified to practice law in the State of Minnesota. The opinions set forth herein are expressly limited to the laws of the State of Minnesota and we do not purport to be experts on, or express any opinion herein concerning any laws other than the laws of the State of Minnesota. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents, or other authorizations or approvals as may be required by, any federal law, including any federal securities law, or any state securities or blue sky laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm therein. Very truly yours, /s/ Maslon Edelman Borman & Brand, LLP 9 EX-23.(A) 3 EXHIBIT 23(A) EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated June 8, 1999 included in Norstan, Inc.'s Form 10-K for the year ended April 30, 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Minneapolis, Minnesota, March 13, 2000 10 -----END PRIVACY-ENHANCED MESSAGE-----