-----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, KvxHULPNGoQk0wfScqATS1URgQGawSbvDWFtcvIAJt4JrBrKPjZYz6pXhDIecdeD p/rebSx9IsAAkIQ8ojVgtg== /in/edgar/work/20000906/0000914190-00-000264/0000914190-00-000264.txt : 20000922 0000914190-00-000264.hdr.sgml : 20000922 ACCESSION NUMBER: 0000914190-00-000264 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000906 EFFECTIVENESS DATE: 20000906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINLAND ELECTRONICS INC CENTRAL INDEX KEY: 0000749935 STANDARD INDUSTRIAL CLASSIFICATION: [3823 ] IRS NUMBER: 410992135 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45216 FILM NUMBER: 717115 BUSINESS ADDRESS: STREET 1: 1950 EXCEL DR CITY: MANKATO STATE: MN ZIP: 56001 BUSINESS PHONE: 5076257231 MAIL ADDRESS: STREET 1: 1950 EXCEL DRIVE CITY: MANKATO STATE: MN ZIP: 56001 S-8 1 0001.txt FORM S-8 FOR 1997 STOCK OPTION PLAN Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 WINLAND ELECTRONICS, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-0992135 (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 1950 Excel Drive Mankato, MN 56001 (Address of Principal Executive Office and Zip Code) Winland Electronics, Inc. 1997 Stock Option Plan (Full Title of the Plan) W. Kirk Hankins Chairman and Chief Executive Officer Winland Electronics, Inc. 1950 Excel Drive Mankato, Minnesota 56001 (507) 625-7231 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Robert K. Ranum Fredrikson & Byron, P.A. 1100 International Centre 900 Second Avenue South 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 $1.9375 $581,250 $153.45 TOTAL: $153.45 ======================== ====================== ====================== ====================== ======================
(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 September 1, 2000. ================================================================================ 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 Statement on Form S-8, Reg. No. 333-27727, 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 Mankato and State of Minnesota, on the 6th day of September, 2000. WINLAND ELECTRONICS, INC. (the "Registrant") By /s/ W. Kirk Hankins W. Kirk Hankins, Chairman 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 W. Kirk Hankins and Lorin E. Krueger 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 Winland Electronics, 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 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/ W. Kirk Hankins Chairman, Chief Executive September 6, 2000 W. Kirk Hankins Officer and Director (principal executive officer) /s/ Lorin E. Krueger President, Chief Operating September 6, 2000 Lorin E. Krueger Officer, Secretary and Director /s/ Kirk P. Hankins Director September 6, 2000 Kirk P. Hankins /s/ S. Robert Dessalet Director September 6, 2000 S. Robert Dessalet /s/ Thomas J. de Petra Director September 6, 2000 Thomas J. de Petra /s/ David L. Ewert Director September 6, 2000 David L. Ewert /s/ James P. Legus Director September 6, 2000 James P. Legus /s/ Jennifer A. Thompson Vice President of Financial September 6, 2000 Jennifer A. Thompson Operations (principal financial and accounting officer) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 WINLAND ELECTRONICS, INC. Form S-8 Registration Statement E X H I B I T I N D E X Exhibit Number Exhibit Description 5 Opinion and Consent of counsel re securities under the 1997 Stock Option Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent public accountants 24 Power of attorney (See Signature Page) EX-5 2 0002.txt 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 September 5, 2000 Winland Electronics, Inc. 1950 Excel Drive Mankato, MN 56001 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to Winland Electronics, 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 Bylaws, as amended. 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, as amended. 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/ Robert K. Ranum Robert K. Ranum EX-23.2 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANT We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Winland Electronics, Inc. pertaining to the Winland Electronics, Inc. 1997 Stock Option Plan, of our report, dated January 26, 2000, which appears in the Annual Report on Form 10-KSB of Winland Electronics, Inc. for the year ended December 31, 1999. /s/ McGLADREY & PULLEN, LLP Minneapolis, Minnesota September 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----