-----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, LDU1vRLaSgvk2Q+sKoo7fuM0V1obDKJT6E7CxquZja1GPgzHR6IoVip39hHEajGE 2j9h22b55A1xmJKflemTmQ== 0000897101-96-001098.txt : 19961223 0000897101-96-001098.hdr.sgml : 19961223 ACCESSION NUMBER: 0000897101-96-001098 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961220 EFFECTIVENESS DATE: 19961220 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: 333-18415 FILM NUMBER: 96684067 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 As filed with the Securities and Exchange Commission on December 20,1996 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. 1996 Second Employee Stock Grant Program (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. [ ] 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 Offering Price Per Share Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- Common stock (no par value) 14,000 $3.6875(1) $51,625 $100.00 - ---------------------------------------------------------------------------------------------------------------------------- Total 14,000 $3.6875(1) $51,625 $100.00 - ----------------------------------------------------------------------------------------------------------------------------
(1) The Plan contemplates the issuance of 50 shares to each eligible employee for no separate consideration. Both for determining amounts of taxable income and for determining the registration fee payable, such shares are deemed to have a price equal to 100% of "fair market value" at the date of grant. 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 December 13, 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 December 13, 1996, 10,610 shares of the Company's Common Stock and options to purchase 6,500 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. ITEM 8. EXHIBITS. 4.1 (Excerpt from) minutes of the Board of Directors of the Registrant, authorizing the issuance of shares to employees. 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 December 18, 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 12/18/96 - ------------------- Officer and Director Calvin S. Krupa /s/ Brad C. Yopp Chief Financial Officer (Principal 12/18/96 - ------------------- Financial and Accounting Officer) Brad C. Yopp /s/ James A. Thole Secretary and Director 12/18/96 - ------------------- James A. Thole - ------------------- Director John F. DeBoer /s/ Thomas F. Rains Director 12/18/96 - ------------------- Thomas F. Rains /s/ Frank I. Harvey Director 12/17/96 - ------------------- Frank I. Harvey EX-4.1 2 EXCERPT FROM BOARD OF DIRECTORS ULTRA PAC, INC. EXCERPT FROM BOARD OF DIRECTORS MINUTES DECEMBER 16, 1996 WHEREAS, the Company desires to reward its employees in exchange for exemplary services to the Company; NOW, THEREFORE, IT IS HEREBY RESOLVED that the President and Secretary are authorized and directed to issue to each of the persons employed by the Company as of the close of business on December 13, 1996, as set forth more fully on Exhibit A hereto, fifty (50) shares of the Company's common stock in recognition of their services to the Company. RESOLVED FURTHER, that the Company is hereby authorized to file a Registration Statement on Form S-8 with the Securities and Exchange Commission in such form and containing such information as determined by the officers of the Company, including any amendments thereto as may be necessary. Exhibit 4.1 EX-5.1 3 CONSENT December 19, 1996 Ultra Pac, Inc. 21925 Industrial Boulevard Rogers, Minnesota 55374 Re: Ultra Pac, Inc. (the "Company") Registration Statement on Form S-8 1996 Second Employee Stock Grant Program 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 14,000 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. Exhibit 5.1 EX-23.1 4 CONSENT OF INDEPENDENT CPA'S 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. DIVINE, SCHERZER & BRODY, LTD. St.Paul, Minnesota December 2,1996 -----END PRIVACY-ENHANCED MESSAGE-----