-----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, FcaaYK0Df59a1/sFGz/pMciOsmGzsoPAXN8a7ekCM1EkFTudcxuQrlBZBcULR6XQ IvFjHY0WdBoIKcOR9f94gg== 0001015402-01-503694.txt : 20020412 0001015402-01-503694.hdr.sgml : 20020412 ACCESSION NUMBER: 0001015402-01-503694 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011130 EFFECTIVENESS DATE: 20011130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APA OPTICS INC /MN/ CENTRAL INDEX KEY: 0000796505 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 411347235 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74214 FILM NUMBER: 1803341 BUSINESS ADDRESS: STREET 1: 2950 NE 84TH LANE CITY: BLAINE STATE: MN ZIP: 55434 BUSINESS PHONE: 6127844995 MAIL ADDRESS: STREET 1: 2950 NE 84TH LN STREET 2: 2950 NE 84TH LN CITY: BLAINE MINNESOTA STATE: MN ZIP: 55449 S-8 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001 REGISTRATION NO. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- APA OPTICS, INC. (Exact Name of Registrant as Specified in Its Charter) MINNESOTA 41-1347235 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 2950 N.E. 84TH LANE, BLAINE, MINNESOTA 55449 (Address of Principal Executive Offices) (Zip Code) APA OPTICS, INC. 1997 STOCK COMPENSATION PLAN (Full title of the plan) ANIL K. JAIN, CHIEF EXECUTIVE OFFICER 2950 N.E. 84TH LANE BLAINE, MINNESOTA 55449 (Name and address of agent for service) (763) 784-4995 (Telephone number, including area code, of agent for service) Copies to: DEANNE M. GRECO, ESQ. MOSS & BARNETT A PROFESSIONAL ASSOCIATION 4800 WELLS FARGO CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402 TELEPHONE: (612) 347-0287
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF REGISTRATION REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) FEE - -------------------------- -------------- ------------------- -------------------- ----------------------- Common Stock, .01 par value 250,000 shares $ 2.85 $ 712,500.00 $ 178.13 ========================== ============== =================== ==================== =======================
(1) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock as reported by The Nasdaq Stock Market on November 27, 2001. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x] The contents of Registration Statement on Form S-8 (SEC No. 333-44488), filed August 25, 2000, are incorporated herein by reference. 2 SIGNATURES AND POWER OF ATTORNEY 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, on November 14, 2001. APA OPTICS, INC. By /s/ Anil K. Jain ----------------------------- Anil K. Jain, President and Chief Executive Officer KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anil K. Jain, Robert M. Ringstad and Deanne M. Greco, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, including any amendment increasing or decreasing the amount of securities for which registration is being sought or any registration statement for the same offering filed in accordance with Rule 462(b) under the Securities Act of 1933, 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, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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: SIGNATURE TITLE DATE - ----------------------- ----------------------------------- ----------------- /s/ Anil K. Jain - ----------------------- Anil K. Jain Chief Executive Officer (Principal November 14, 2001 executive officer) and Director /s/ Robert Ringstad Chief Financial Officer (Principal November 14, 2001 - ----------------------- financial and accounting officer) Robert Ringstad /s/ Kenneth A. Olsen Director November 14, 2001 - ----------------------- Kenneth A. Olsen /s/ Gregory J. Von Wald Director November 14, 2001 - ----------------------- Gregory J. Von Wald /s/ Michael A. Gort Director November 13, 2001 - ----------------------- Michael A. Gort /s/ William R. Franta Director November 14, 2001 - ----------------------- William R. Franta 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO. - ----------- ------------------------------------------------------ -------- 5 Opinion of Counsel . . . . . . . . . . . . . . . . . . 5 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Independent Auditors. . . . . . . . . . . . 7 24 Powers of Attorney from Messrs. Jain, Ringstad, Olsen, Von Wald, Gort, and Franta (included on signature page) 4 EX-5 3 doc2.txt Exhibits 5 and 23.1 November 29, 2001 Board of Directors APA Optics, Inc. 2950 N.E. 84th Lane Blaine, Minnesota 55449 Re: Registration Statement for 250,000 Shares of Common Stock to be issued pursuant to APA Optics, Inc. 1997 Stock Compensation Plan Our File No.: 52226.1 Gentlemen: This opinion is given in connection with the filing by APA Optics, Inc. (the "Registrant") with the Securities and Exchange Commission under the Securities Act of 1933, of a Registration Statement on Form S-8 (the "Registration Statement"), with respect to 250,000 shares of the Registrant's Common Stock, $.01 par value (the "Shares"), that may be issued upon exercise of options or other awards that have been or may be granted under the Registrant's 1997 Stock Compensation Plan (the "Plan"). These shares are in addition to the 500,000 shares registered pursuant to Registration Statement on Form S-8 (SEC No. 333-44488) filed on August 25, 2000. We have acted as counsel for the Registrant in connection with the filing of the Registration Statement. In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of all corporate instruments and have made such inquiries of officers and representatives of the Registrant as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original of documents submitted to us as certified or photostatic copies. As to questions of fact material to such opinion that we have not independently established, we have relied upon representations or certificates of officers and directors of the Registrant. 5 Board of Directors November 29, 2001 Page 2 Based upon the foregoing, we are of the following opinion: 1. The Registrant has been duly incorporated and is validly existing as a corporation under the laws of the State of Minnesota. 2. The Shares have been duly authorized and when issued and delivered as contemplated under the Plan will be validly issued and outstanding, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. We further consent to the use of this opinion as an exhibit to applications to the securities commissioners of various states of the United States for registration therein of various aggregate amounts of the Shares. Very truly yours, MOSS & BARNETT A Professional Association /s/ Deanne M. Greco Deanne M. Greco DMG/ggb 444519/1 6 EX-23.2 4 doc3.txt Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of APA Optics, Inc. of our report dated May 11, 2001, with respect to the financial statements of APA Optics, Inc. included in its Annual Report on Form 10-K for the year ended March 31, 2001, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Minneapolis, Minnesota November 29, 2001 7 -----END PRIVACY-ENHANCED MESSAGE-----