-----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, KuLOJU9p+Jdkuyslg7qmobnV5YqJjFLBGGObQMsz3J6ouBInDaCSf1I0rIt+zM7i 1191PrlNlQNEsgaRC20K8g== 0001047469-98-036029.txt : 19981001 0001047469-98-036029.hdr.sgml : 19981001 ACCESSION NUMBER: 0001047469-98-036029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980930 EFFECTIVENESS DATE: 19980930 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DESTRON FEARING CORP /DE/ CENTRAL INDEX KEY: 0000881283 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 841079037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64835 FILM NUMBER: 98718442 BUSINESS ADDRESS: STREET 1: 490 VILLAUME AVE CITY: S ST PAUL STATE: MN ZIP: 55075-2445 BUSINESS PHONE: 6124551621 MAIL ADDRESS: STREET 1: 490 VILLAUME AVE CITY: 490 VILLAUME AVE STATE: MN ZIP: 55075 FORMER COMPANY: FORMER CONFORMED NAME: DESTRON IDI INC DATE OF NAME CHANGE: 19930328 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 30, 1998. Registration No. 333-___________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------ DESTRON FEARING CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 84-1079037 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 490 VILLAUME AVENUE, SOUTH ST. PAUL, MINNESOTA 55075 (Address of Principal Executive Offices) (Zip Code) STOCK OPTION PLAN (Full title of the plan) THOMAS J. AHMANN CHIEF FINANCIAL OFFICER DESTRON FEARING CORPORATION 490 VILLAUME AVENUE SOUTH ST. PAUL, MINNESOTA 55075 (Name and address of agent for service) (651) 455-1621 (Telephone number, including area code, of agent for service) Copy to: MICHELE D. VAILLANCOURT WINTHROP & WEINSTINE, P.A. 3000 DAIN RAUSCHER PLAZA 60 SOUTH SIXTH STREET MINNEAPOLIS, MINNESOTA 55402 TELEPHONE: (612) 347-0681 FACSIMILE: (612) 347-0600 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE - -------------------------------------------------------------------------------- Common Stock, 1,000,000 shares $1.22 $1,220,000 $360 $.01 par value - --------------------------------------------------------------------------------
(1) The number of shares being registered represents the number of additional shares of Common Stock which may be issued pursuant to the Stock Option Plan, as amended, in addition to shares previously registered. (2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the offering price is equal to the $1.22 average of the high and low prices of the Common Stock as of September 24, 1998 as quoted on The Nasdaq SmallCap Market. - -------------------------------------------------------------------------------- Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (File No. 33-50072). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated herein by reference: a. The Annual Report on Form 10-K filed by Destron Fearing Corporation ("Company") for the fiscal year ended September 30, 1997 (File No. 0-19688); b. The Company's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1997, March 31, 1998 and June 30, 1998; c. Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-4 (File No. 33-70152), as amended and as declared effective by the Securities and Exchange Commission on October 12, 1993; d. All other reports filed by the Company with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after September 30, 1997; and e. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the shares of the Company's Common Stock offered hereunder will be passed upon for the Company by Winthrop & Weinstine, P.A., 3000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation shall have the power to indemnify its current and former officers, directors, employees and agents against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement and which were incurred in connection with actions, suits, or proceedings in which such persons are parties by reason of the fact that they are or were an officer, director, employee or agent of the corporation, if they acted in good faith, reasonably believed that the conduct was not opposed to the best interests of the corporation, and in the case of a criminal -2- proceeding, had no reasonable cause to believe the conduct was unlawful. Section 145(g) of the DGCL also permits a corporation to purchase and maintain insurance on behalf of its officers, directors, employees and agents against any liability which may be asserted against, or incurred by, such persons in their capacities as officers, directors, employees or agents of the corporation, whether or not the corporation would have had the power to indemnify the person against the liability under the provisions of such section. Article XII of the Bylaws of the Company provides that the directors, officers, and committee members of the Company and certain other persons shall have the rights to indemnification in accordance with, and to the fullest extent provided by, Section 145 of the DGCL. The Company's Stock Option Plan, as amended ("Plan"), provides that no member of the Company's Board of Directors or Committees administering the Plan shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Company's Board of Directors or Committees administering the Plan shall, in addition to their rights as directors, be fully protected by the Company with respect to any such action, determination or interpretation. ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common Stock of the Company. 23.1 Consent of Arthur Andersen L.L.P. 23.2 Consent of Winthrop & Weinstine, P.A. [included in its opinion filed as Exhibit 5.1]. 24.1 Powers of Attorney [included as part of signature page].
ITEM 9. UNDERTAKINGS. a. 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; and (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. -3- (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. b. 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 this 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. c. 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 DGCL, Article XII of the Bylaws of the Registrant, 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 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 hereunder, 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. 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 South St. Paul, State of Minnesota, on September 28, 1998. DESTRON FEARING CORPORATION By: /s/ Randolph K. Geissler -------------------------------------- Randolph K. Geissler President and Chief Executive Officer -4- POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Randolph K. Geissler and Thomas J. Ahmann, each of whom may act individually as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's 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 hereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Randolph K. Geissler Chairman of the Board, September 28, 1998 - --------------------------- President, Chief Executive Randolph K. Geissler Officer and Director (principal executive officer) /s/ David A. Henderson Director September 28, 1998 - --------------------------- David A. Henderson /s/ Kenneth D. Larson Director September 28, 1998 - --------------------------- Kenneth D. Larson /s/ Richard E. Jahnke Director September 28, 1998 - --------------------------- Richard E. Jahnke /s/ Douglas M. Pihl Director September 28, 1998 - --------------------------- Douglas M. Pihl /s/ Stanley Goldberg Director September 28, 1998 - --------------------------- Stanley Goldberg /s/ Thomas J. Ahmann Vice President-Finance, Chief September 28, 1998 - --------------------------- Financial Officer, Treasurer Thomas J. Ahmann and Secretary (principal financial and accounting officer) -5- EXHIBIT INDEX
Exhibit No. Description Page - ---------- ------------ ----- 5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common Stock of the Company 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Winthrop & Weinstine, P.A. [included in its opinion filed as Exhibit 5.1]
EX-5 2 EX-5.1 EXHIBIT 5.1 WINTHROP & WEINSTINE, P.A. 3000 Dain Rauscher Plaza 60 South Sixth Street Minneapolis, Minnesota 55402 (612) 347-0700 September 28, 1998 Destron Fearing Corporation 490 Villaume Avenue South St. Paul, MN 55075 Re: Registration Statement on Form S-8 Stock Option Plan, as amended (1,000,000 Shares) Gentlemen: We have acted as legal counsel for Destron Fearing Corporation (the "Company") in connection with the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission on the date hereof and the Prospectus to be used in conjunction with the Registration Statement (the "Prospectus") relating to the registration under the Securities Act of 1933, as amended, of the issuance of 1,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), to be issued under the Company's Stock Option Plan, as amended (the "Plan"), in the manner set forth in the Registration Statement and the Prospectus. In connection therewith, we have examined (a) the Certificate of Incorporation and Bylaws of the Company, both as amended to date; (b) the corporate proceedings of the Company relative to its organization and to the authorization and issuance of the Shares; (c) the Plan; and (d) the Registration Statement and the Prospectus. In addition to such examination, 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. The Company has been legally incorporated and is validly existing under the laws of the State of Delaware. 2. All necessary corporate action has been taken by the Company to authorize the issuance of the Shares. 3. The Shares are validly authorized by the Company's Certificate of Incorporation, as amended, and when issued and paid for as contemplated in the Registration Statement, Prospectus and Plan, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus. Very truly yours, WINTHROP & WEINSTINE, P.A. By - /s/ Michele D. Vaillancourt ----------------------------- Michele D. Vaillancourt EX-23.1 3 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated November 11, 1997 incorporated by reference in Destron Fearing Corporation's Form 10-K for the year ended September 30, 1997 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP --------------------------- ARTHUR ANDERSEN LLP Minneapolis, Minnesota September 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----