-----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, N5MFLf89USWf7HhR0Z0Omf9q2Mde9/L2RCsjYtCo4KGdny0RWb3hrkjsYMip5GNO Voi/MhStVOt/SWSSoIojmA== 0001047469-98-042448.txt : 19981130 0001047469-98-042448.hdr.sgml : 19981130 ACCESSION NUMBER: 0001047469-98-042448 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981127 EFFECTIVENESS DATE: 19981127 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: 333-68059 FILM NUMBER: 98760636 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 NOVERMBER 27, 1998 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 charter) Minnesota 41-0835746 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 5101 SHADY OAK ROAD MINNETONKA, MINNESOTA 55343 (612) 352-4000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ------------------------------------------------------------------ NORSTAN, INC. 1995 LONG-TERM INCENTIVE PLAN ------------------------------------------------------------------ MR. KENNETH S. MACKENZIE NORSTAN, INC. 5101 SHADY OAK ROAD MINNETONKA, MINNESOTA 55343 (612) 352-4000 COPY TO: PHILIP J. TILTON, ESQ. MASLON EDELMAN BORMAN & BRAND, LLP 3300 NORWEST CENTER MINNEAPOLIS, MINNESOTA 55402-4140 (612) 672-8200 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------- common stock, par value $.10 per share 1,200,000 $16.00 $19,200,000 $5,337.60 - --------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act based upon a $16.00 per share average of high and low sales prices of the Registrant's common stock on the Nasdaq National Market on November 20, 1998. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 are incorporated herein by reference and made a part hereof: (1) the contents of Registration Statement on Form S-8 No. 33-62971, filed on September 27, 1995; and (2) The description of the Company's common stock contained in the Company's 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 Exchange Act, 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 8. EXHIBITS.
5. Opinion of Maslon Edelman Borman & Brand, LLP. 23(1) Consent of Arthur Andersen LLP. 23(2) Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
II-1 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 Plymouth, State of Minnesota, on November 24, 1998. NORSTAN, INC. By: /s/ David R. Richard -------------------------- David R. Richard Its: Chief Executive Officer (Principal Executive Officer) By: /s/ Kenneth S. MacKenzie -------------------------- Kenneth S. MacKenzie Its: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on the 24th day of November, 1998 by the following persons in the capacities indicated: Signature Title ------------------------------- ------------------------------------------- /s/ Paul Baszucki ---------------------------- Paul Baszucki Chairman of the Board and Director /s/ Richard Cohen ---------------------------- Richard Cohen Vice Chairman of the Board and Director II-2 /s/ David R. Richard ---------------------------- David R. Richard President, Chief Executive Officer and Director /s/ Constance M. Levi ---------------------------- Constance M. Levi Director /s/ Gerald D. Pint ---------------------------- Gerald D. Pint Director /s/ Herbert F. Trader ---------------------------- Herbert F. Trader Director II-3 EX-5 2 EXHIBIT 5 EXHIBIT 5 November 24, 1998 Norstan, Inc. 5101 Shady Oak Road Minnetonka, Minnesota 55343 RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") Gentlemen: We have acted as counsel for Norstan, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of 1,200,000 shares of the Company's common stock, no par value (the "Common Stock") issuable under the Company's 1995 Long-Term Incentive 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 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. II-4 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 II-5 EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23(1) 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 12, 1998 included in Norstan, Inc.'s Form 10-K for the year ended April 30, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Minneapolis, Minnesota November 25, 1998 II-6 -----END PRIVACY-ENHANCED MESSAGE-----