-----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, QiAHZMj2ZvrwUxEfeW2NbJPEp7fUyatwKCt8Evq+Q47Ulk/lDTixoRuyy8jjUeat Br+K59xvpl3SwWAcGPEV8g== 0000897101-96-000212.txt : 19960513 0000897101-96-000212.hdr.sgml : 19960513 ACCESSION NUMBER: 0000897101-96-000212 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960510 EFFECTIVENESS DATE: 19960529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PAC INC CENTRAL INDEX KEY: 0000813134 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 411581031 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03483 FILM NUMBER: 96559745 BUSINESS ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 BUSINESS PHONE: 6124288340 MAIL ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 S-8 1 ULTRA PAC, INC. OUTSIDE DIRECTORS' OPTION PLAN As filed with the Securities and Exchange Commission on May 10,1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ULTRA PAC, INC. (Exact Name of Registrant as Specified in its Charter) MINNESOTA 3089 41-1581031 (State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification No.) 21925 Industrial Boulevard Rogers, Minnesota 55374 (612) 428-8340 (Address of Principal Executive Offices) Ultra Pac, Inc. Outside Directors' Option Plan (Full Title of the Plan) Calvin S. Krupa 21925 Industrial Boulevard Rogers, Minnesota 55374 (612) 428-8340 (Name, Address, and Telephone Number of Agent for Service) Copies to: Michael W. Schley, Esq. Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Norwest Financial Center 7900 Xerxes Avenue South Bloomington, Minnesota 55431 (612) 835-3800 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE (see next page) CALCULATION OF REGISTRATION FEE
Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of Title of Securities to be Registered Registered (1) Offering Price Per Share Offering Price Registration Fee Common stock (no par value) 7,500 $12.69 $ 95,175 $ 32.82 Common stock (no par value) 3,000 $9.25 $ 27,750 $ 9.57 Common stock (no par value) 3,000 $7.25 $ 21,750 $ 7.50 Common stock (no par value) 5,500 $5.75 $ 31,625 $ 10.91 Common stock (no par value) 81,000 $3.0625(2) $248,063 $ 85.54 Total 100,000 n/a $424,363 $146.34
(1) The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired or surrendered options for shares of Common Stock, or pursuant to the antidilution provisions of the Ultra Pac, Inc. Outside Directors' Option Plan (the "Plan"). (2) The Plan authorizes the issuance of nonstatutory stock options which do not meet the requirements set forth in Section 422 of the Internal Revenue Code. For purposes of calculating the registration fee, it is assumed that all options not yet granted are exercisable at a price equal to 100% of "fair market value" at the date of grant, as required under the Plan. Fair market value is estimated, solely for the purpose of calculating the registration fee, as the closing bid price of Ultra Pac, Inc. (the "Company") Common Stock as reported by the Nasdaq National Market System on May 3, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company incorporates by reference into the registration statement the documents listed below: (a) The Company's latest annual report on Form 10-K or: (i) the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed or (ii) the Company's effective registration statement on Form 10 or Form 10-SB filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statement for the Company's latest fiscal year. (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the Company's Common Stock which is contained in the Company's Registration Statement on Form S-18 (Registration No. 33-46937) filed under the Securities Act, including any amendment or report filed under the Exchange Act for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the 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 a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. (a) Not applicable. (b) Certain legal matters in connection with this registration statement will be passed upon by Larkin, Hoffman, Daly & Lindgren, Ltd., as counsel for the Company. Frank I. Harvey, who is a shareholder of the law firm, serves as a director of the Company. Mr. Harvey beneficially owned, as of April 16, 1996, 4,610 shares of the Company's Common Stock and options to purchase 5,500 shares of the Company's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521 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 reasonable expenses, if such person: (1) has not been indemnified by another organization or employee benefit plan for the same 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; (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, committee member, employee or agent, reasonably believed that the conduct was in the best interests of the Company, or, in the case of performance by a director, officer, employee or agent of the Company 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 in certain instances. A decision as to required indemnification shall be 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 of Directors, by special legal counsel, by the shareholders or by a court. As permitted by the Minnesota Business Corporation Act, the Restated Articles of Incorporation of the Company eliminate the liability of the directors of the Company for monetary damages arising from any breach of fiduciary duties as a member of the Company's Board of Directors (except as expressly prohibited by Minnesota Statutes, Section 302A.251, subd. 4). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. This registration statement relates to the issuance of shares upon the exercise of options. The grants of such options did not constitute "sales" under the Securities Act of 1933, as amended. ITEM 8. EXHIBITS. 4.1 Ultra Pac, Inc. Outside Directors' Option Plan. 5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to the legality of the securities (included as page II-5). 23.1 Consent of Divine, Scherzer & Brody, Ltd. (included as page II-7). 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (see signature page). ITEM 9. UNDERTAKINGS. 1. The undersigned registrant hereby undertakes: (a) 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 material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (b) 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. (c) 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. 2. 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 Securities 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 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. 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 provision, 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 Securities 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 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Rogers, State of Minnesota, on May 9, 1996. ULTRA PAC, INC. By: /s/ Calvin S. Krupa Calvin S. Krupa Its: President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of Ultra Pac, Inc., whose signatures appear below, hereby constitute and appoint Calvin S. Krupa and Frank I. Harvey, and each of them (with full power to each of them to act alone) their true and lawful attorneys-in-fact to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement of Ultra Pac, Inc., and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Calvin S. Krupa President, Chief Executive Calvin S. Krupa Officer and Director /s/ Brad C. Yopp Chief Financial Officer (Principal Brad C. Yopp Financial and Accounting Officer) /s/ James A. Thole Secretary and Director James A. Thole /s/ John F. DeBoer Director John F. DeBoer /s/ Michael J. McGlynn Director Michael J. McGlynn /s/ Frank I. Harvey Director Frank I. Harvey EX-4.1 2 OUTSIDE DIRECTORS' OPTION PLAN OUTSIDE DIRECTORS' OPTION PLAN OF ULTRA PAC, INC. 1. Definitions. As used in this Plan, the following terms have the following meanings: (01) "Administrator" means the Board or a committee appointed by the Board. (02) "Affiliate" means a "parent" or "subsidiary" corporation, as defined in Sections 425(e) and 425(f), respectively, of the Code. (03) "Board" means the Board of Directors of the Company. (04) "Code" means the Internal Revenue Code of 1986, as amended. (05) "Company" means Ultra Pac, Inc. (06) "Director" means a member of the Board. (07) "Eligible Director" means a Director who is not also an employee of the Company or of an Affiliate. A director who also serves as Corporate Secretary, and is not otherwise employed by the Company, is an Eligible Director. (08) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (09) "Grant Date" means the date on which an Option is granted. (10) "Option" means an option to purchase Stock as described in Section 5(01) hereof. An Option granted under this Plan is a nonstatutory option to purchase Stock which does not meet the requirements set forth in Section 422A of the Code. (11) "Option Agreement" means a written agreement evidencing an Option, in form satisfactory to the Company, duly executed on behalf of the Company and delivered to and executed by an Optionee. (12) "Optionee" means an Eligible Director who has been granted an Option. (13) "Plan" means the Outside Directors' Option Plan. (14) "Securities Act" means the Securities Act of 1933, as amended. (15) "Stock" means the Common Stock, no par value, of the Company. (16) "Subscription Agreement" means a written agreement, in form satisfactory to the Company, duly executed by the Company and an Optionee who has exercised an Option to purchase Stock. (17) "Termination Date" means the date on which an Optionee ceases to be a Director of the Company. (18) "Voting Shares" means the outstanding shares of the Company entitled to vote for the election of directors. 2.) Purposes of the Plan. The purposes of the Plan are to attract and retain the best available candidates for the Board, to provide additional equity incentives to Eligible Directors through their participation in the growth value of the Stock, and to promote the success of the Company's business. To accomplish the foregoing objectives, this Plan provides a means whereby Eligible Directors will receive Options to purchase Stock. 3.) Stock Subject to the Plan. The maximum number of shares of Stock that may be issued upon the exercise of Options is 100,000. The shares of Stock covered by the portion of any Option that expires or otherwise terminates unexercised under this Plan shall become available again for grant. The number of shares of Stock covered by Options is subject to adjustment in accordance with Section 5(07). 4.) Administration. The Administrator shall have the authority to grant Options upon the terms and conditions of this Plan, and to determine all other matters relating to this Plan. The Administrator may delegate ministerial duties to such employees of the Company as it deems proper. All questions of interpretations, implementation and application of this Plan shall be determined by the Administrator, and such determinations shall be final and binding on all persons. 5.) Terms and Conditions of Options. (01) Grant of Option. Options shall be granted pursuant to this Plan as follows: (a) Grant on Effective Date - As of the effective date of this Plan, an Option for 2,500 shares of Stock shall be granted to each Eligible Director, subject to subsequent stockholder approval of this Plan. (b) Subsequent Grants - On the date of each annual stockholders' meeting subsequent to the effective date of this Plan, an Option shall be granted immediately after such meeting to each Eligible Director. With respect to any Eligible Director who, prior to the annual stockholders' meeting, shall not have been granted an option pursuant to this Plan, the Option shall be for 2,500 shares of Stock. Otherwise, the Option shall be for 1,000 shares of Stock. (02) Exercise Price - The exercise price of an Option shall be 100% of the value of the Stock on the Grant Date, determined in accordance with Section 6 hereof. (03) Option Term - Each Option granted under this Plan shall expire five (5) years from the Grant Date. (04) Option Exercise - (a) Exercise - Subject to Section 5(04(b), an Option may be exercised in whole or in part immediately after the Grant Date of such Option. (b) Stockholder Approval - No Option may be exercised in whole or in part until the stockholders of the Company have approved this Plan. (c) Compliance with Securities Laws - Stock shall not be issued pursuant to the exercise of an Option unless the exercise of the Option and the issuance and delivery of Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, applicable state securities laws, the rule and regulations promulgated under each of the foregoing, the requirements of the New York Stock Exchange (if the Company's securities are listed thereon) and the requirements of NASDAQ pertaining to the National Market System (if the Company's securities are quoted thereon), and shall be further subject to the approval of counsel for the Company with respect to such compliance. (05) Registration and Resale - If the Stock subject to this Plan is not registered under the Securities Act and under applicable state securities laws, the Administrator may require that the Optionee deliver to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. (06) Payment Upon Exercise - At the time written notice of exercise of an Option is given to the Company, the Optionee shall make payment in full, in cash or check or by one of the method specified below, for all Stock purchased pursuant to the exercise of such Option. Delivery of Stock - An Option may be exercised by delivery by the Optionee of Stock already owned by the Optionee for all or part of the aggregate exercise price of the Stock as to which the Option is being exercised, so long as (i) the value of such Stock (determined as provided in Section 6) is equal on the date of exercise to the aggregate exercise price of the shares of Stock as to which the Option is being exercised, or such portion thereof as the Optionee is authorized to pay by delivery of Stock and (ii) such previously owned shares have been held by the Optionee for at least six months. (07) Adjustments - (a) Changes in Capital Structure - If the Stock is changed by reason of a stock split, reverse stock split, stock dividend, or recapitalization, or is converted into or exchanged for other securities, the Administrator shall make such appropriate adjustments in (i) the number and class of shares of Stock subject to this Plan, (ii) each Option outstanding under this Plan, and (iii) the exercise price of each outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustment. Each such adjustment shall be determined by the Administrator in its sole discretion, which determination shall be final and binding on all persons. Any new of additional Stock to which an Optionee may be entitled under this Section (07) shall be subject to all of the terms and conditions set forth in Section 5 of this Plan. (08) No Assignment - No right or benefit under, or interest in, the Plan shall be subject to assignment or transfer (other than by will or the laws of descent and distribution), and no such right, benefit or interest shall be subject to attachment or legal process for or against Optionee or his or her beneficiaries, as the case may be. During the life of the Optionee, an Option shall be exercisable only by the Optionee or, in the event of disability of the Optionee, by the Optionee's guardian or legal representative. (09) Termination; Expiration of Unvested Options - Options granted to an Optionee under this Plan, to the extent such rights have not expired or been exercised, shall terminate on such Optionee's Termination Date; provided, however, that an Option may be exercised, to the extent vested and exercisable on the Termination Date, for a period of thirty (30) days after such Optionee's Termination Date; and, provided further, that if exercise of an Option during such thirty (30) day period would subject such Optionee to liability under Section 16(b) of the Exchange Act, such thirty (30) day period shall not begin to run until six (6) months from the date of the last Stock transaction made, indirectly or directly, by such Optionee prior to such Optionee's Termination Date. 6.) Determination of Value. For purposes of this Plan, the value of the Stock shall be the closing sales price on the New York Stock Exchange or the NASDAQ National Market System, as the case may be, on the date the value is to be determined as reported in The Wall Street Journal. If there are no trades on such date, the closing sale price on the last preceding business day upon which trades occurred shall be the fair market value. If the Stock is not listed on the New York Stock Exchange or quoted on the NASDAQ National Market System, the fair market value shall be determined based on the mean between the Closing bid and asked prices. 7.) Manner of Exercise. An Optionee wishing to exercise an Option shall give written notice to the Company at its principal executive office, to the attention of the President of the Company, accompanied by an executed Stock Purchase Agreement and by payment of the Option exercise price in accordance with Section 5(06). The date the Company receives written notice of an exercise hereunder accompanied by payment of the Option exercise price will be considered the date such Option was exercised. Promptly after receipt of such written notice and payment, the Company shall deliver to the Optionee or such other person permitted to exercise such Option under Section 4(08), a certificate or certificates for the requisite number of shares of Stock. 8.) Rights. (01) Rights as Optionee - No Eligible Director shall acquire any rights as an Optionee unless and until an Option Agreement has been duly executed on behalf of the Company, delivered to the Optionee and executed by the Optionee. (02) Rights as Stockholder - No person shall have any rights as a stockholder of the Company with respect to any Stock subject to an Option until the date that a stock certificate has been issued and delivered to the Optionee. (03) No Right to Re-election - Nothing contained in the Plan or any Option Agreement shall be deemed to create any obligation on the part of the Board to nominate any Director for re-election by the Company's stockholders, or confer upon any Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation. 9.) Registration and Resale. The Board may, but shall not be required to, cause the Plan, the Options, and Stock subject to the Plan to be registered under the Securities Act and under the securities laws of any state. No Option may be exercised, and the Company shall not be obliged to grant Stock upon exercise of an Option, unless, in the opinion of counsel for the Company, such exercise and grant is in compliance with all applicable federal and state securities laws and the rules and regulations promulgated thereunder. As a condition to the grant of an Option for the issuance of Stock upon the exercise of an Option, the Administrator may require that the Optionee agree to comply with such provisions and federal and state securities laws as may be applicable to such grant or the issuance of Stock, and that the Optionee delivers to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 10.) Amendment, Suspension or Termination of the Plan. The Board may at any time amend, alter, suspend, or discontinue this Plan, except to the extent that stockholder approval is required for any amendment or alteration (a) by Rule 16b-3 or applicable law in order to exempt from Section 16(b) of the Exchange Act any transaction contemplated by this Plan, or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if the Company's securities are quoted thereon; provided, however, no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under an Option without such Optionee's consent; and provided further, that any provision in this Plan relating to the eligibility of Directors to participate in this Plan, the timing of Option grants made under this Plan or the amount of Options granted to a Director under this Plan shall not be amended more than once every six months, other than to comport with the changes in the Code or the rules thereunder. Subject to the foregoing, the Administrator shall have the power to make such changes in the regulations and administrative provisions hereunder, or in any Option (with the Optionee's consent), as in the opinion of the Administrator may be appropriate from time to time. 11.) Indemnification of Administrator. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Articles of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such person. 12.) Headings. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 13.) Effective Date. This Plan became effective on December 19, 1991 when it was adopted by the Board. This Plan shall be submitted to the stockholders of the Company for consideration at the next annual meeting of stockholders. EX-5.1 3 LEGAL OPINION [LETTERHEAD OF: LARKIN, HOFFMAN, DALY & LINDGREN, LTD.] May 9, 1996 Ultra Pac, Inc. 21925 Industrial Boulevard Rogers, Minnesota 55374 Re: Ultra Pac, Inc. (the "Company") Registration Statement on Form S-8 Outside Directors' Option Plan Ladies and Gentlemen: We have examined: (a) the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by you of 100,000 shares of the Company's Common Stock, no par value (the "Common Stock") in the manner set forth in the Registration Statement; (b) the Company's Restated Articles of Incorporation and Bylaws, both as amended to date; and (c) the Company's corporate proceedings relative to your organization and to the issuance of the Common Stock. In addition to the examination outlined above, we have reviewed such other proceedings, documents, and records and have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that: 1. Ultra Pac, Inc. has been legally incorporated and is validly existing under the laws of the State of Minnesota. 2. The Common Stock being issued by you as contemplated in the Registration Statement will, when issued, be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/ LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. EX-23.1 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated April 13, 1996 (except for notes E and H, as to which the date is April 26, 1996) accompanying the financial statements and our report dated April 26, 1996 accompanying the schedule of Ultra Pac, Inc. included in the Annual Report on Form 10-K for the year ended January 31, 1996, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ Divine, Scherzer & Brody, Ltd. St. Paul, Minnesota April 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----