SC TO-T/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

FARGO ELECTRONICS, INC.
(Name of Subject Company (Issuer))

RUSHMORE ACQUISITION CORP.
ZEBRA TECHNOLOGIES CORPORATION
(Names of Filing Persons (Offeror))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

30744P 10 2
(CUSIP Number of Class of Securities)

EDWARD L. KAPLAN
Chairman
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061
Tel.: (847) 634-6700

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)

COPIES TO:

HERBERT S. WANDER, ESQ.
MARK D. WOOD, ESQ.
Katten Muchin Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
Tel.: (312) 902-5200 BRUCE A. MACHMEIER, ESQ.
THOMAS A. LETSCHER, ESQ.
Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3300
45 South Seventh Street
Minneapolis, Minnesota 55402-1609
Tel.: (612) 607-7000

/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

/x/	third-party tender offer subject to Rule 14d-1.
/ /	issuer tender offer subject to Rule 13e-4.
/ /	going-private transaction subject to Rule 13e-3.
/ /	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: / /

    Zebra Technologies Corporation, a Delaware corporation ("Zebra"), and Rushmore Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Zebra, hereby amend and supplement their Tender Offer Statement on Schedule TO originally filed on August 3, 2001 (the "Schedule TO") with respect to Merger Sub's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), including the associated rights to purchase preferred stock (collectively, the "Shares"), of Fargo Electronics, Inc., a Delaware corporation ("Fargo"), at a purchase price of $7.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 3, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"), copies of which have been previously filed as Exhibits 99.1(a)(1)(A) and 99.1(a)(1)(B), respectively. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 11.  ADDITIONAL INFORMATION.

    Item 11 of the Schedule TO is hereby amended and supplemented to add the following information:

    A complaint was filed in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 against Fargo, members of the Fargo Board and Zebra. The complaint purports to be filed by a stockholder of Fargo and includes a request for a declaration that the action be maintained as a class action. The complaint seeks, among other things, injunctive relief and unspecified damages and fees of attorneys and experts. The complaint alleges, among other things, that Fargo's directors have breached their fiduciary duties owed to Fargo's stockholders by, among other things, (1) agreeing to sell the company to Zebra without implementing an adequate sales process designed to maximize stockholder value; (2) agreeing to certain provisions in the Acquisition Agreement which effectively preclude a competing bid; (3) disseminating materially misleading tender offer materials to Fargo's stockholders; and (4) agreeing to certain provisions in the Stockholder Agreements with Zebra which discourage Fargo's directors from pursuing a superior offer. The complaint also alleges that Zebra has knowingly aided and abetted the Fargo directors' breaches of fiduciary duty. A copy of the complaint is filed as an exhibit to the Schedule TO. The foregoing description of the complaint does not purport to be complete and is qualified in its entirety by the provisions of the complaint.

    Fargo believes that the complaint against it is without merit and intends to vigorously contest the lawsuit. Zebra believes that the claim that it has knowingly aided and abetted the alleged breaches by the Fargo directors of their fiduciary duties is without merit and intends to vigorously contest such claim.

ITEM 12.  EXHIBITS.

    Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

99.1(a)(5)(A) Complaint filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001

1

SIGNATURE

    After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

	ZEBRA TECHNOLOGIES CORPORATION
	By:	/s/ EDWARD L. KAPLAN Name: Edward L. Kaplan Title: Chairman and Chief Executive Officer
	RUSHMORE ACQUISITION CORP.
	By:	/s/ EDWARD L. KAPLAN Name: Edward L. Kaplan Title: President
August 15, 2001

2

EX-99.1(A)(5)(A)

                                                         Exhibit 99.1(a)(5)(A)



STATE OF MINNESOTA                                                DISTRICT COURT

COUNTY OF HENNEPIN                                      FOURTH JUDICIAL DISTRICT

                                                          CASE TYPE: OTHER CIVIL


- -------------------------------------x
JAMES STEWART, individually          :
and on behalf of all others          :
similarly situated,                  :
                                     :        Civil Action No.
         Plaintiff,                  :
                                     :        COMPLAINT
             v.                      :
GARY R. HOLLAND; ELAINE A. PULLEN;   :        JURY TRIAL DEMANDED
EVERETT V. COX; MICHAEL C. CHILD;    :
WILLIAM H. GIBBS; KENT O. LILLEMOE;  :
FARGO ELECTRONICS, INC.; and ZEBRA   :
TECHNOLOGIES CORP.,                  :
                                     :
         Defendants.                 :
- -------------------------------------x

         Plaintiff, by his attorneys, makes the following allegations upon
information and belief, except as to those allegations specifically pertaining
to plaintiff and plaintiff's counsel or which are predicated upon, INTER ALIA, a
review of public filings made with the Securities and Exchange Commission
("SEC"), press releases and reports, and an investigation undertaken by
plaintiff's counsel.

                              NATURE OF THE ACTION

         1. This is a shareholder class action on behalf of the public
stockholders of Fargo Electronics, Inc. ("Fargo" or the "Company") arising out
of the improper and unlawful conduct of the Company's directors in connection
with the sale of Fargo to Zebra Technologies Corporation ("Zebra"). Plaintiff
contends that Fargo's directors have breached their fiduciary duties owed to the
Company's shareholders by, among other things: (1) agreeing to sell the Company
to Zebra without implementing an adequate sales process designed to maximize




shareholder value; (2) agreeing to onerous and unlawful provisions in the merger
agreement with Zebra which effectively preclude a competing bid; (3)
disseminating materially misleading tender offer materials to the Company's
public shareholders; and (4) agreeing to certain provisions in stockholder
agreements with Zebra which discourage the directors from pursuing a superior
offer. Plaintiff also avers that Zebra has knowingly aided and abetted the
directors' breaches of fiduciary duty.

         2. On or about July 31, 2001, Fargo's directors entered into a merger
agreement (the "Merger Agreement") with Zebra pursuant to which Zebra will
acquire all of Fargo's outstanding shares of common stock for $7.25 in cash per
share. Pursuant to the terms of the Merger Agreement, Zebra commenced a tender
offer for Fargo's shares on or about August 3, 2001. If a majority of Fargo's
shares are tendered by August 30, 2001, Zebra will commence a second-step merger
to acquire the remaining Fargo shares for $7.25 per share. Consummation of the
merger is essentially guaranteed as holders of approximately 44.7% of the
Company's common stock have entered into stockholder agreements with Zebra to
tender their shares.

         3. Notwithstanding their well-established fiduciary duty to seek and
solicit the best offer available when selling the Company for cash, FARGO AND
ITS DIRECTORS INEXPLICABLY CHOSE NOT TO CONTACT ANY POTENTIAL BIDDERS TO GAUGE
THEIR INTEREST IN ACQUIRING THE COMPANY PRIOR TO ENTERING INTO THE MERGER
AGREEMENT. Thus, defendants blindly entered into the Merger Agreement not
knowing whether $7.25 was the highest price available for Fargo's common stock
holders.

         4. Making matters worse, the directors agreed to a $5.6 million
"termination fee" in the Merger Agreement which substantially discourages
third-party bids. The termination fee is wholly disproportional as it represents
approximately 6.6% of the aggregate consideration being offered by Zebra of
$85,235,000. Further, the Merger Agreement contains an "expense


                                       2



reimbursement" provision which provides that Fargo must reimburse all of Zebra's
out-of-pocket expenses incurred since December 2000 if the Company accepts a
superior offer. Together with the termination fee of $5.6 million, the expense
reimbursement provision means that a potential superior bidder would have to
agree to pay at least $6.6 million just to stand on equal footing with Zebra. A
penalty of this magnitude, over 7.7% of the aggregate consideration Zebra is
paying for Fargo's shares, is onerous and unlawful.

         5. Moreover, as described in detail herein, in recommending that
Fargo's shareholders accept Zebra's tender offer to acquire their shares for
$7.25 per share in cash, the Company's directors have breached their fiduciary
duty of candor. The tender offer materials distributed by the Company omit
material information that Fargo's shareholders need to make an informed decision
whether to tender their shares. For example, the tender offer materials do not
disclose or even describe the valuation methodologies utilized by Raymond James
& Associates, Inc. ("Raymond James"), the Company's financial advisor which
opined that $7.25 per share was a fair price to the Company's public
shareholders. Further, the tender offer materials misleadingly state that
Fargo's board of directors believed $7.25 per share represented the best price
available, based in part, ON DISCUSSIONS WITH OTHER POTENTIAL BIDDERS. This
statement is materially misleading as the only discussions Fargo or any of its
representatives had with alternative acquirers occurred in 1999, prior to the
Company's initial public offering. Clearly, defendants did not know nor can they
represent they know the amount a third-party may currently be willing to pay for
Fargo.

         6. Absent judicial intervention, defendants will continue to breach
their fiduciary duties owed to Fargo's shareholders. Thus, this action seeks to
(1) enjoin certain provisions of the Merger Agreement which purportedly require
a third-party bidder to pay Zebra a termination



                                       3



fee of $5.6 million and expenses in excess of $1 million; (2) enjoin certain
provisions of the stockholder agreements entered into between Zebra and the
directors of Fargo which create material conflicts of interest between the
directors and the Company's public shareholders and (2) enjoin the consummation
of the Zebra tender offer until the omitted disclosures and misstatements
described herein are cured.

                                   THE PARTIES

         7. Plaintiff is the owner of common stock of Fargo Electronics, Inc.
("Fargo" or the "Company") and has been the owner of such shares continuously
since prior to the wrongs complained of herein.

         8. Defendant Fargo is a Delaware corporation with its principal
executive offices located at 6533 Flying Cloud Drive, Eden Prairie, Minnesota.
The Company is a developer, manufacturer, and supplier of desktop systems that
personalize plastic identification cards by printing images and text onto the
cards, laminating them, and electronically encoding them with information. The
Company also sells the consumable supplies, such as ink ribbons, overlaminates,
and blank cards that are used with its systems. Fargo's common stock is and at
all relevant times has been traded on the Nasdaq National Market System under
the symbol "FRGO."

         9. Defendant Gary Holland ("Holland") is and at all times relevant has
been Chairman of the Board of Directors, President, and Chief Executive Officer
of Fargo.


         10. Defendant Michael C. Child ("Child") is and at all times
relevant has been a director of Fargo. Child also serves as Managing Director
of TA Associates, Inc. ("TA Associates"), a venture capital firm which
beneficially owns approximately 26.6% of the Company's outstanding common
stock.

                                       4



         11. Defendant Everett V. Cox ("Cox") is and at all times relevant has
been a director of Fargo. Cox also serves as General Partner of St. Paul Venture
Capital ("St. Paul"), a California based venture capital firm which beneficially
owns approximately 13.3% of the Company's outstanding common stock.

         12. Defendants Elaine A. Pullen, William H. Gibbs, and Kent O. Lillemoe
are and have been directors of Fargo at all relevant times.

         13. The defendants referred to in paragraphs 9 through 12 are herein
collectively referred to as the "Individual Defendants."

         14. By reason of the above Individual Defendant's positions with the
Company as officers and/or directors, said individuals are in a fiduciary
relationship with plaintiff and the other public stockholders of Fargo, and owe
plaintiff and the other members of the class the highest obligations of good
faith, fair dealing, due care, loyalty and full, candid and adequate disclosure.

         15. Defendant Zebra is a Delaware corporation with its principal
executive offices located in Vernon Hills, Illinois. Zebra designs, manufactures
and supports a broad range of direct thermal and thermal transfer bar code label
printers, receipt printers, instant-issuance plastic card printers and secure ID
printing systems, related accessories, and support software.

                            CLASS ACTION ALLEGATIONS

         16. Plaintiff brings this action on his own behalf and as a class
action, pursuant to Minn. Dist. Ct. Gen. Rules 23.01 and 23.02, on behalf of all
shareholders of Fargo common stock, or their successors in interest who are
being and will be harmed by defendants' conduct described herein (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation or other entity related to or affiliated with any of the defendants.


                                       5



         17. This action is properly maintainable as a class action.

         18. The Class is so numerous that joinder of all members is
impracticable. As of August 3, 2001, there were approximately 11.7 million
shares of Fargo common stock outstanding owned by hundreds if not thousands of
public shareholders.

         19. There are questions of law and fact which are common to the Class
including, INTER ALIA, the following:


                  (a) whether defendants have implemented a sales process
         designed to maximize shareholder value;

                  (b) whether certain provisions of the Merger Agreement are
         onerous and unlawful; and

                  (c) whether plaintiff and the other members of the Class would
         be irreparably damaged were the transactions complained of herein
         consummated.

         20. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as the other members of the Class. Accordingly, plaintiff is
an adequate representative of the Class and will fairly and adequately protect
the interests of the Class.

         21. The prosecution of separate actions by individual Class members
would create the risk of inconsistent or varying adjudications with respect to
the individual members of the Class which would establish incompatible standards
of conduct for defendants, or adjudications with respect to individual members
of the Class which would, as a practical matter, be dispositive of the interests
of the other members not parties to the adjudications or substantially impair
their ability to protect their interests.


                                       6



         22. Defendants have acted on grounds generally applicable to the Class
with respect to the matters complained of herein, thereby making appropriate the
relief sought herein with respect to the Class as a whole.

                             SUBSTANTIVE ALLEGATIONS
                          BACKGROUND OF THE TRANSACTION

         23. In or around November of 2000, U.S. Bancorp Piper Jaffray, Inc.
("Piper Jaffray"), on behalf of Zebra, contacted defendant Holland concerning
Zebra's interest in a potential acquisition of Fargo. Holland responded that
Fargo was not interested in a business combination with Zebra at that time.

         24. Notwithstanding Holland's response, Zebra continued to express an
interest in acquiring Fargo. In March of 2001, Zebra communicated its interest
in paying $6.25 per share for Fargo to defendants Cox and Child. Zebra formally
made the offer to Fargo on April 10, 2001. The offer was contingent upon TA
Associates, St. Paul, and all of the Company's officers and directors agreeing
to tender their shares to Zebra.

         25. Fargo's board, after consulting with defendants Cox and Child
regarding the views of TA Associates and St. Paul, determined to reject the
$6.25 offer as inadequate.

         26. On or about June 4, 2001, Zebra increased its offer to $7.15 per
share, reiterating that its offer was contingent upon TA Associates, St. Paul,
and all of the Company's officers and directors agreeing to tender their shares
at such price. The increased offer was not presented to the full board of Fargo.
Rather, Zebra presented the increased offer only to defendants Cox and Child.
Cox and Child responded that $7.15 per share was "too low."

         27. After some additional discussion, Zebra communicated to Cox and
Child that it would be willing to increase its offer to $7.25 per share. Cox and
Child responded that TA


                                       7



Associates and St. Paul would consider such a price, but that the final decision
on the acceptability of such offer would have to be made by the full Fargo
Board.

         28. On June 13, 2001, Zebra formally made the $7.25 offer to Fargo's
Board. The $7.25 offer was again made contingent upon certain tender agreements
by TA Associates, St. Paul, and the Company's officers and directors. MOREOVER,
ZEBRA STATED THAT THE OFFER WOULD TERMINATE IMMEDIATELY IF FARGO EVEN DISCUSSED
AN ACQUISITION WITH ANOTHER PARTY.

         29. In response to Zebra's offer of $7.25 per share, the Company's
Board retained Raymond James. Raymond James was not asked to solicit
alternative indications of interest for the Company.

         30. At a June 19, 2001 meeting of Fargo's Board, in direct breach of
their fiduciary duties, defendants decided not seek to enter into discussions
with any other third party concerning the acquisition of Fargo. The Board formed
a purported "Special Committee" to conduct further negotiations with Zebra
consisting of defendants Holland, Child, and Kent O. Lillemore. Clearly,
however, this Special Committee was not a truly independent decision maker.
Defendant Holland, for example, as President and Chief Executive Officer of
Zebra, has continuing employment interests in the proposed merger with Zebra
which are greater or at least equal to his interest receiving the best value for
his shares.

         31. On July 10, 2001, Fargo entered into an exclusivity agreement with
Zebra purporting to prohibit the Company from talking to any other parties
concerning a business combination.

         32. At a meeting of Fargo's Board on July 31, 2001, defendants
unanimously (1) determined that $7.25 per share was fair and in the best
interests of the Company's shareholders;


                                       8



(2) recommended that the Company's public shareholders tender their shares; and
(3) adopted the Merger Agreement.

                                   THE MERGER

         33. On July 31, 2001, Zebra and Fargo announced the merger in a press
release. Pursuant to the merger, Zebra commenced a tender offer for all of the
Company's outstanding shares of common stock at a price of $7.25 per share in
cash on August 3, 2001. If a majority of the Company's shares are tendered by
August 30, 2001, Zebra will initiate and consummate a second-step merger to
acquire the remaining shares of Fargo common stock for $7.25 per share.

                   ILLEGAL PROVISIONS IN THE MERGER AGREEMENT

         34. Notwithstanding the fact that defendants did not canvass the market
or investigate whether any other parties would be interested in acquiring Fargo,
defendants agreed to a "termination fee" in the Merger Agreement which
substantially discourages any competing bids for the Company. Specifically,
Section 9.3(a)(ii) of the Merger Agreement states that Fargo must pay Zebra $5.6
million if the Company terminates the Merger Agreement in favor of a superior
proposal. Moreover, Section 9.3(a) also requires Fargo to reimburse Zebra for
all of its reasonable out-of-pocket expenses related to the Merger INCURRED
SINCE DECEMBER 8, 2000 if Fargo proceeds with a superior bid. The tender offer
materials estimate that Zebra has already incurred well in excess of $1 million
in out-of-pocket expenses.

         35. The "termination fee" and "expense reimbursement" provisions of the
Merger Agreement effectively foreclose the emergence of a superior bid and are
therefore unlawful. Any third-party willing to pay more than $7.25 per share
would now have to also be willing to pay an additional $5.6 million to Zebra in
termination fees. The expense reimbursement

                                       9



provision, at least an additional $1 million, makes it even more unlikely a
third-party suitor will emerge.

         36. Standing alone, the termination fee of $5.6 million represents 6.6%
of the aggregate consideration Zebra intends to pay for Fargo's outstanding
common shares. Out-of-pocket expenses of $1 million would raise the amount a
third-party would be penalized to over $6.6 million, or 7.8% of the aggregate
consideration. Termination fees and expenses of this magnitude are
disproportional and unenforceable as a matter of law.

                           THE SHAREHOLDER AGREEMENTS

         37. In connection with the Merger Agreement, TA Associates, St. Paul,
and all of the Company's officers and directors, including the Individual
Defendants, have entered into stockholder agreements with Zebra (the
"Stockholder Agreements").

         38. Pursuant to the terms of the Stockholder Agreements and in
violation of their fiduciary duties owed to plaintiff and the other Fargo common
stock holders, the Individual Defendants have (1) agreed to tender their shares
to Zebra; and (2) granted an irrevocable proxy to Zebra to vote and take any
actions with respect to all of the shares owned by the Individual Defendants in
favor of the Merger Agreement and against the following:

         -   any competing acquisition proposal or extraordinary transaction;

         -   any change in a majority of the persons who constitute the Fargo
             Board;

         -   any amendment to Fargo's Amended and Restated Certificate of
             Incorporation or Bylaws; and

         -   any other action which is intended to interfere with, delay,
             postpone, or materially and adversely affect the Merger Agreement.



                                       10



         39. Further, pursuant to the terms of the Stockholder Agreements, the
Individual Defendants have agreed to pay Zebra 50% of any profit they receive
above $7.25 per share from a superior transaction.

                     THE FALSE AND MISLEADING SCHEDULE 14D-9

         40. On August 3, 2001, defendants filed a Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC. Although the
Schedule 14D-9 states that Raymond James opined that $7.25 per share was a fair
price to the Company's shareholders and that the Individual Defendants
considered Raymond James' opinion in recommending the Company's shareholders
tender their shares, the Schedule 14D-9 fails to disclose any description of the
valuation analyses or methodologies utilized by Raymond James in forming such
opinion.


         41. Moreover, Schedule 14D-9 states that defendants considered the
judgment of the Fargo Board and management, "based upon historical discussions
with other likely parties to engage in an acquisition transaction with Fargo,"
that $7.25 represented the highest price attainable for Fargo shares. This
statement was materially misleading as defendants did not contact any other
parties to determine whether they would be interested in acquiring Fargo. In
fact, according to the Schedule 14D-9, the last conversation that anyone from
Fargo had with a third party other than Zebra concerning a merger was in 1999,
prior to the Company's initial public offering. Thus, it is clear defendants
have no knowledge regarding how much a third-party might be willing to pay for
Fargo in its current condition.

                                     COUNT I
           BREACH OF FIDUCIARY DUTY AGAINST THE INDIVIDUAL DEFENDANTS

         42. Plaintiff repeats and realleges each any every paragraph above as
if fully set forth herein.


                                       11



         43. The Individual Defendants were and are under a duty;

                  (a) to act in the interests of the equity owners;

                  (b) to maximize shareholder value;

                  (c) to undertake an appropriate evaluation of the Company's
         net worth as a merger/acquisition candidate; and

                  (d) to act in accordance with their fundamental duties of
         due care and loyalty.

         44. As described above, the Individual Defendants have refused at all
times to ascertain the true value of Fargo through open bidding or a "market
check" mechanism. Rather, the Individual Defendants hastily entered into the
Merger Agreement with Zebra which contains a wholly disproportionate and
unreasonable $5.6 million termination fee and an additional expense
reimbursement provision which effectively increases the termination fee by a
minimum of $1 million. The termination fee and expense reimbursement provisions
undoubtedly and improperly deter a competing bid for the Company.

         45. Even if a third-party bidder does emerge willing to pay in excess
of $7.25 per share, the $6.6 million in termination fees which that bidder must
pay, or a significant portion thereof, rightfully belongs to Fargo's
shareholders.

         46. Moreover, by entering into the Stockholder Agreements, the
Individual Defendants have created an irreconcilable conflict of interest
between themselves and the Company's public shareholders. As a result of certain
provisions in the Stockholder Agreements, the Individual Defendants must forego
half of the profits they would enjoy from a competing offer in excess of $7.25
per share. Thus, defendants' potential consideration and evaluation of a
competing offer is tainted by the fact that they do not occupy the same position
as the Company's public shareholders.


                                       12



         47. By the acts, transactions and courses of conduct alleged herein,
defendants, individually and as a part of a common plan and scheme or in breach
of their fiduciary duties to plaintiff and the other members of the Class, are
attempting unfairly to deprive plaintiff and other members of the Class of the
true value of their investment in Fargo.

         48. By reason of the foregoing acts, practices and course of conduct,
defendants have failed to exercise ordinary care and diligence in the exercise
of their fiduciary obligations toward plaintiff and the other Fargo public
stockholders.

         49. As a result of the actions of defendants, plaintiff and the other
members of the Class will be prevented from obtaining appropriate consideration
for their shares of Fargo common stock.

         50. Unless enjoined by this Court, the defendants will continue to
breach their fiduciary duties and prevent the Class from receiving its fair
share of Fargo's valuable assets and business.

         51. Plaintiff and the Class have no adequate remedy at law.

                                    COUNT II
           BREACH OF DUTY OF CANDOR AGAINST THE INDIVIDUAL DEFENDANTS

         52. Plaintiff repeats and realleges each and every paragraph above
as if fully set forth herein.

         53. The fiduciary duty of candor requires disclosure of all information
in defendants' possession germane to the transaction at issue. Directors are
under a fiduciary duty to disclose fully and fairly all material information
within the Board's control when it seeks shareholder action.


                                       13



         54. As set forth above, the tender offer materials fail to disclose
material information concerning Raymond James' fairness opinion. Moreover, the
Schedule 14D-9 materially misrepresents the Board's knowledge concerning the
prices attainable for the Company from potential alternative acquirers.

         55. Without material and accurate information, Fargo shareholders
cannot possibly make an informed judgment concerning whether to tender their
shares. Fargo shareholders are unfairly left wondering whether $7.25 per share
is, in fact, the best value available for their shares.

         56. Defendants, in breach of their fiduciary duty of candor, have
stranded Fargo shareholders without information necessary to make an informed
decision concerning the fairness and adequacy of Zebra's $7.25 per share
proposal.

         57. Where there are material deficiencies in disclosure documents
seeking shareholder approval, numerous courts have held that injunctive relief
is appropriate. Thus, plaintiffs seek to enjoin the tender offer by Zebra until
appropriate curative disclosures are made.

         58. As a result of the Individual Defendants' unlawful conduct,
plaintiff and the other Fargo shareholders have been injured and have no
adequate remedy at law.

                                    COUNT III
          AIDING AND ABETTING A BREACH OF FIDUCIARY DUTY AGAINST ZEBRA

         59. Plaintiff repeats and realleges each and every paragraph above as
if fully set forth herein.

         60. Zebra specifically conditioned its offers on the Individual
defendants refraining from or entering into discussions with any other
third-party concerning an alternative business combination. In fact, Zebra
repeatedly threatened to withdraw its offers if Fargo even discussed


                                       14


any alternative proposal. Moreover, Zebra specifically conditioned its proposals
on all of the Company's directors and officers entering into the Stockholder
Agreements, including the provisions which cause such persons to forego half of
their profits resulting from a superior transaction.

         61. As a result of the Zebra's unlawful conduct, plaintiff and the
other Fargo shareholders have been injured and have no adequate remedy at law.

                              DEMAND FOR JURY TRIAL

              A jury trial is demanded with respect to all counts.

                                PRAYER FOR RELIEF

         WHEREFORE, plaintiff demands judgment and preliminary and permanent
relief, including injunctive relief, in his favor and in favor of the Class and
against defendants as follows:

         1.       Declaring that this action is properly maintainable as a class
                  action;

         2.       Enjoining consummation of the Zebra Tender Offer until the
                  curative disclosures described herein are made;

         3.       Striking the provisions of the Zebra Merger Agreement which
                  provide for the $5.6 million termination fee as onerous and
                  unlawful;

         4.       Striking the provisions of the Zebra Merger Agreement which
                  provide for the reimbursement of all of Zebra's out-of-pocket
                  expenses as onerous and unlawful.

         5.       Striking the provisions of the Stockholder Agreements which
                  provide for the forfeiture of 50% of the profits realized form
                  a superior transaction;

         6.       Awarding plaintiff the costs and disbursements of this action,
                  including reasonable attorneys' and experts' fees; and



                                       15



         7.       Granting such other and further relief as this Court may deem
                  just and proper.

DATED: August 13, 2001


                                      ZIMMERMAN REED, P.L.L.P.


                                      /s/ Carolyn Anderson
                                      ------------------------------------------
                                      Carolyn G. Anderson #0275712
                                      901 North Third Street Suite 100
                                      Minneapolis, Minnesota 55401-1016
                                      Telephone: (612) 341-0400

                                      OF COUNSEL:

                                      SCHIFFRIN & BARROWAY, LLP
                                      Marc A. Topaz
                                      Gregory M. Castaldo
                                      Three Bala Plaza East
                                      Suite 400
                                      Bala Cynwyd, PA  19004
                                      Telephone: (610) 667-7706



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