-----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, GbJWapIIW2dOBNce7VT9RtS2fUxDRCxvCBGw/P2MADuIuZAUcTF7NEIpDa7Ra6+0 jchAis91l+hM4U/wHQcK+Q== 0001047469-98-032311.txt : 19980821 0001047469-98-032311.hdr.sgml : 19980821 ACCESSION NUMBER: 0001047469-98-032311 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980820 EFFECTIVENESS DATE: 19980820 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REUTER MANUFACTURING INC CENTRAL INDEX KEY: 0000083490 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 410780999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61927 FILM NUMBER: 98695154 BUSINESS ADDRESS: STREET 1: 410 11TH AVE SOUTH CITY: HOPKINS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129356921 MAIL ADDRESS: STREET 1: 410 11TH AVENUE SOUTH CITY: HOPKINS STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: GREEN ISLE ENVIRONMENTAL SERVICES INC DATE OF NAME CHANGE: 19940210 FORMER COMPANY: FORMER CONFORMED NAME: REUTER INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 20, 1998 Registration No. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- REUTER MANUFACTURING, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MINNESOTA 41-0780999 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) ---------------------- 410 11th Avenue South Hopkins, Minnesota 55343 (612) 935-6921 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------- REUTER MANUFACTURING, INC. ---------------------- 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) ---------------------- WILLIAM H. JOHNSON VICE PRESIDENT, CONTROLLER AND SECRETARY REUTER MANUFACTURING, INC. 410 11TH AVENUE SOUTH HOPKINS, MINNESOTA 55343 (612) 935-6921 (Name and address, including zip code, and telephone number, including area code, of agent for service) ---------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT ---------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED AMOUNT TO BE REGISTERED (1) SHARE(2) PRICE(2) REGISTRATION FEE - ------------------------------ --------------------------- ------------------- ------------------ ---------------- Common Stock, par value $0.1875 per share. . . . . . 125,000 shares $.8750 $109,375 $33
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described in the Reuter Manufacturing, Inc. 1997 Non-Employee Director Stock Option Plan. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average between the high and low reported bid prices of the Registrant's Common Stock on August 13, 1998, as reported by the local over-the-counter market under the symbol "RTMF." - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Reuter Manufacturing, Inc. (the "Company" or the "Registrant") (File No. 0-1561) with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (1) Annual Report on Form 10-KSB for the year ended December 31, 1997; (2) Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998 and June 30, 1998; (3) all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30, 1998; (4) the description of the Company's Common Stock contained in its Registration Statement on Form 8-A and any amendments or reports filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered pursuant to this Registration Statement have been sold or that de-registers all shares of Common Stock 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. The financial statements and financial statement schedule of the Company as of and for the years ended December 31, 1997 and 1996, incorporated by reference in this Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent accountants, which reports are included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. The financial statements and financial statement schedule have been incorporated herein by reference in reliance on the report of PricewaterhouseCoopers LLP, given on the authority of that firm as experts in accounting and auditing. To the extent that PricewaterhouseCoopers LLP audits and reports on the financial statements of the Company issued at future dates, and consents to the use of their report thereon, such financial statements will also be incorporated by reference in the Registration Statement in reliance upon their report and said authority. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable - The Company's Common Stock to be offered pursuant to this Registration Statement has been registered under Section 12 of the Exchange Act as described in Item 3 of this Part II. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521 of the Minnesota Business Corporation Act provides that a Minnesota business corporation shall indemnify any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity (as defined) of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain statutory standards are met. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Section 302A.521 contains detailed terms 2 regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights. Article XIV of the Company's Amended and Restated Articles of Incorporation limits the liability of its directors to the fullest extent permitted by the Minnesota Business Corporation Act. In addition, Article VII of the Company's Bylaws provides that the Company will indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by the Minnesota Business Corporation Act. The Company maintains directors' and officers' liability insurance, including a reimbursement policy in favor of the Company. The foregoing represents a summary of the general effect of the Minnesota Business Corporation Act, the Company's Articles of Incorporation and the Company's directors and officers liability insurance coverage for purposes of general description only. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable - no securities are to be re-offered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS. 4.1 Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 (File No. 0-1561)). 4.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 0-1561)). 4.3 Form of the Company's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 (File No. 0-1561)). 5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith electronically). 23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP (filed herewith electronically). 24.1 Power of Attorney (included on page 5 of this Registration Statement). ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) 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 prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering 3 range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) 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. (3) 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. 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 Section 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, 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 of 1933 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 Act and will be governed by the final adjudication of such issue. 4 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 Hopkins and State of Minnesota, on August 4, 1998. REUTER MANUFACTURING, INC. By /s/ Michael J. Tate ----------------------------------------- Michael J. Tate President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Tate and William H. Johnson, and each of them, as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent, 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 by the following persons on August 4, 1998 in the capacities indicated.
Signature Title - ---------------------- ----------------------------------- /s/ James W. Taylor Chairman of the Board and Director - ------------------------------- James W. Taylor /s/ Michael J. Tate President, Chief Executive Officer, Chief - ------------------------------- Financial Officer and Director (Principal Michael J. Tate Executive and Financial Officer) /s/ William H. Johnson Vice President, Controller and Secretary - ------------------------------- (Principal Accounting Officer) William H. Johnson /s/ Edward E. Strickland Director - ------------------------------- Edward E. Strickland /s/ Kenneth E. Daugherty Director - ------------------------------- Kenneth E. Daugherty /s/ M. Karen Gilles Director - ------------------------------- M. Karen Gilles /s/ Robert W. Heller Director - ------------------------------- Robert W. Heller
5 INDEX TO EXHIBITS
ITEM NO. DESCRIPTION METHOD OF FILING ------ ----------------------------- ---------------------------------- 4.1 Restated Articles of Incorporated by reference to Incorporation, Exhibit 3.1 to the Company's as amended . . . . . . . . Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 (File No. 0-1561). 4.2 Amended Bylaws of the Incorporated by reference to Company . . . . . . . . . . Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 0-1561). 4.3 Form of the Company's Common Incorporated by reference to Stock Certificate . . . . . Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 (File No. 0-1561). 5.1 Opinion and Consent of Filed herewith electronically. Oppenheimer Wolff & Donnelly . . . . . . . . . 23.1 Consent of Oppenheimer Wolff Included in Exhibit 5.1. & Donnelly . . . . . . . . 23.2 Consent of Filed herewith electronically. PricewaterhouseCoopers LLP . . . . . . . . . . . 24.1 Power of Attorney . . . . . Included on page 5 of this Registration Statement.
6 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 August 19, 1998 Reuter Manufacturing, Inc. 410 - 11th Avenue South Hopkins, Minnesota 55343 RE: Registration Statement on Form S-8 1997 Non-Employee Director Stock Option Plan Ladies and Gentlemen: We have acted as counsel to Reuter Manufacturing, Inc., a Minnesota corporation (the "Company"), in connection with the registration by the Company of 125,000 shares of its Common Stock, $.1875 par value (the "Shares"), pursuant to the Company's Registration Statement on Form S-8 for the Company's 1997 Non-Employee Director Stock Option Plan (the "Option Plan"), to be filed with the Securities and Exchange Commission on August 19, 1998 (the "Registration Statement"). In acting as counsel for the Company and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein. In connection with our examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, and subject to the qualifications and limitations set forth herein, it is our opinion that: 1. The Company has the corporate authority to issue the Shares in the manner and under the terms set forth in the Registration Statement. Reuter Manufacturing, Inc. August 19, 1998 Page 2 2. The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Option Plan referred to in the Registration Statement, will be validly issued, fully paid and nonassessable. We express no opinion with respect to laws other than the laws of the State of Minnesota and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement. We are furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement as described above. It is not to be used, circulated, quoted or otherwise referred to for any other purpose. Very truly yours, /s/ Oppenheimer Wolff & Donnelly LLP - ----------------------------------- Oppenheimer Wolff & Donnelly LLP EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 1998, on our audits of the financial statements and financial statement schedule of Reuter Manufacturing, Inc. We also consent to the references to our firm under the caption "Item 3. Incorporation of Documents by Reference." /s/ PricewaterhouseCoopers LLP --------------------------------- PricewaterhouseCoopers LLP Minneapolis, Minnesota August 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----