-----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, Bs/rsZKHEfNf7Q5Q6oVrfd/avV02UBUGNBJacyNzt5X/a+y0Ec0DKvlihKzTXX24 bLJex22LnqXVSHTx2rNqUQ== /in/edgar/work/20000602/0001045969-00-000417/0001045969-00-000417.txt : 20000919 0001045969-00-000417.hdr.sgml : 20000919 ACCESSION NUMBER: 0001045969-00-000417 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000602 EFFECTIVENESS DATE: 20000602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MAINTECH CORP CENTRAL INDEX KEY: 0000783738 STANDARD INDUSTRIAL CLASSIFICATION: [3571 ] IRS NUMBER: 411523657 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38440 FILM NUMBER: 648503 BUSINESS ADDRESS: STREET 1: 7578 MARKET PLACE DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129440400 MAIL ADDRESS: STREET 1: 7578 MARKET PLACE DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3245 FORMER COMPANY: FORMER CONFORMED NAME: MIRROR TECHNOLOGIES INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER AIDED TIME SHARE INC DATE OF NAME CHANGE: 19900122 S-8 1 0001.txt FORM S-8 1999 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on June 2, 2000 Registration No. ___ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------- Global MAINTECH Corporation (Exact name of registrant as specified in its charter) Minnesota 41-1523657 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7578 Market Place Drive Eden Prairie, MN 55344 (Address of principal executive offices) (Zip Code) Global MAINTECH Corporation 1999 Stock Option Plan (Full title of the plan) Trent Wong Global MAINTECH Corporation 7578 Market Place Drive Eden Prairie, MN 55344 (Name and address of agent for service) (612) 944-0400 (Telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ Title of Proposed Proposed securities Amount maximum offering maximum aggregate Amount of being registered to be registered(1) price per share (2) offering price (2) registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock (no par value) 1,200,000 shares $2.2812 $2,737,440 $722.68 - ------------------------------------------------------------------------------------------------------------
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration statement shall also cover any additional shares of common stock which shall become issuable under the 1999 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the registrant's common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (h) and (c), based upon the average of the high and low prices of the Global MAINTECH Corporation common stock, as reported on the Over the Counter Bulletin Board on May 30, 2000. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by Global MAINTECH Corporation (the "Company") with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement, as of their respective dates: (a) the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, as filed April 24, 2000, SEC File No. 0-14692; (b) the Company's Quarterly Report on Form 10-QSB for the period ended March 31, 2000, as filed May 16, 2000, SEC File No. 0-14692; (c) the description of the Company's Common Stock, no par value per share, contained in the Company's Registration Statement on Form 8-A filed on July 5, 1990, SEC File No. 0-14692, and any amendment or report filed for the purpose of updating such description filed prior to the termination of the offering described herein. All documents the Company has filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Minnesota statutes, the Company's Bylaws and an officers' and directors' liability insurance policy maintained by the Company may limit the liability of the Company's officers and directors. Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the Company, against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions if such person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties or fines; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person's performance in the official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, reasonably believed that the conduct was in the best interests of the Company, or, in the case of performance by a director, officer or employee of the Company involving service as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the Company. In addition, Section 302A.521, subd. 3, requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances. A decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders, or by a court. The Bylaws of the Company provide that the officers and directors of the Company and certain others shall be indemnified to substantially the same extent permitted by Minnesota law. The Company maintains a standard policy of officers' and directors' liability insurance. Item 7. Exemption from Registration Claimed. No securities are to be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits. 4.1 Third Restated Articles of Incorporation of the Company, including amendment to effect a reverse split in the capital stock of the Company, filed on November 10, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.2 Certificate of Designation of Series D Convertible Preferred Stock, as corrected, filed on December 8, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.3 Certificate of Designation of Series E Convertible Preferred Stock, filed on December 29, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.4 Certificate of Designation of Series F Convertible Preferred Stock, as corrected, filed on April 21, 2000 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.5 Bylaws of the Company, as amended (incorporated herein by reference to the Registrant's Form S-1, SEC File No. 33-34894). 5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities (filed herewith). 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP (filed herewith). 24.1 Powers of Attorney (filed herewith). Item 9. Undertakings. The undersigned registrant hereby undertakes to: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 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 Eden Prairie, State of Minnesota, on June 2, 2000. Global MAINTECH Corporation By: /s/ Trent Wong --------------------------------- Trent Wong Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 2, 2000. SIGNATURE TITLE - --------- ----- /s/ Trent Wong Chief Executive Officer (principal - ------------------------------------- executive officer) and Director Trent Wong /s/ James Geiser Chief Financial Officer and Secretary - ------------------------------------- (principal financial and accounting James Geiser officer) * Director - ------------------------------------- David McCaffrey * Director - ------------------------------------- John E. Haugo * Director - ------------------------------------- James Watson * Director - ------------------------------------- William Howdon *By: /s/ James Geiser -------------------------------- James Geiser Attorney-in-fact EXHIBIT INDEX Page ---- 4.1 Third Restated Articles of Incorporation of the Company, including amendment to effect a reverse split in the capital stock of the Company, filed on November 10, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333- 31736). 4.2 Certificate of Designation of Series D Convertible Preferred Stock, as corrected, filed on December 8, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.3 Certificate of Designation of Series E Convertible Preferred Stock, filed on December 29, 1999 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.4 Certificate of Designation of Series F Convertible Preferred Stock, as corrected, filed on April 21, 2000 (incorporated herein by reference to the Registrant's Form SB-2, SEC File No. 333-31736). 4.5 Bylaws of the Company, as amended (incorporated herein by reference to the Registrant's Form S-1, SEC File No. 33-34894). 5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities (filed herewith). 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP (filed herewith). 24.1 Powers of Attorney (filed herewith). EX-5.1 2 0002.txt OPINION OF DORSEY & WHITNEY Exhibit 5.1 [Letterhead of Dorsey & Whitney LLP] Global MAINTECH Corporation 7578 Market Place Drive Eden Prairie, MN 55344 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Global MAINTECH Corporation, a Minnesota corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") relating to the sale by the Company from time to time of up to 1,200,000 shares of Common Stock, no par value per share, of the Company (the "Shares"), upon the exercise of options (the "Options") under the terms of the Global MAINTECH Corporation 1999 Stock Option Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares to be issued by the Company upon exercise of the Options have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the Minnesota Business Corporation Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: June 2, 2000. Very truly yours, /s/ Dorsey & Whitney LLP KLC EX-23.2 3 0003.txt CONSENT OF KPMG LLP Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Global MAINTECH Corporation: We consent to the use of our report incorporated herein by reference. Our report dated April 14, 2000, contains an explanatory paragraph that states that the Company has suffered losses from operations and has a working capital deficiency and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. Our report refers to a change in the method of accounting for depreciation. /s/ KPMG LLP Minneapolis, MN May 30, 2000 EX-24.1 4 0004.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Trent Wong and James Geiser, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Global MAINTECH Corporation, and any and all amendments thereto, including post-effective amendments, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof. Signature and Title Date /s/ Trent Wong -------------------------------------- June 2, 2000 Trent Wong Chief Executive Officer and Director /s/ James Geiser -------------------------------------- June 2, 2000 James Geiser Chief Financial Officer and Secretary /s/ David McCaffrey -------------------------------------- June 2, 2000 David McCaffrey Director /s/ John E. Haugo -------------------------------------- June 2, 2000 John E. Haugo Director /s/ James Watson -------------------------------------- June 2, 2000 James Watson Director /s/ William Howdon -------------------------------------- June 2, 2000 William Howdon Director -----END PRIVACY-ENHANCED MESSAGE-----