-----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, B3m5BYiiHHcUSt879lRdEDDhR0XccWTTy8HBR4zGCPwclBxyVZGzCiGIAAhzUHkI 626kFaof3oDQ0tub6oyI3g== 0001047469-98-002378.txt : 19980129 0001047469-98-002378.hdr.sgml : 19980129 ACCESSION NUMBER: 0001047469-98-002378 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980128 EFFECTIVENESS DATE: 19980128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RACOTEK INC CENTRAL INDEX KEY: 0000883741 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411636021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45077 FILM NUMBER: 98515610 BUSINESS ADDRESS: STREET 1: 7301 OHMS LANE STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128329800 MAIL ADDRESS: STREET 1: 7301 OHMS LANE STREET 2: STE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998 REGISTRATION NO. 333-_______ - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- RACOTEK, INC. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) ------------- DELAWARE 41-1636021 ------------------------ ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) ------------- 7301 OHMS LANE, SUITE 200 MINNEAPOLIS, MINNESOTA 55439 ----------------------------------------------------- (Address of principal executive offices) ------------- 1993 EQUITY INCENTIVE PLAN ----------------------------------------------------- (Full title of the plans) MICHAEL A. FABIASCHI PRESIDENT, CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER RACOTEK, INC. 7301 OHMS LANE, SUITE 200 MINNEAPOLIS, MINNESOTA 55439 (612) 832-9800 ----------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- Copies to: MICHAEL J. SULLIVAN, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94306 (650) 843-5000 ------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Share (1) Price (1) Registration Fee Stock Options and Common Stock (par value $0.01) 2,500,000 $2.16 $5,400,000.00 $1,636.37 - -----------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the closing sales price of Registrant's Common Stock on January 26, 1998 as reported on the Nasdaq National Market. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-73456, 333-4182, 333-35595 The contents of Registration Statements on Form S-8 Nos. 33-73456, 333-4182 and 333-35595, respectively, filed with the Securities and Exchange Commission on December 27, 1993, April 26, 1996 and September 15, 1997, respectively, are incorporated herein by reference. EXHIBITS EXHIBIT NUMBER 5 Opinion of Cooley Godward LLP. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney is contained on the signature page II-1. 1. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Minneapolis, State of Minnesota, on January 28, 1998. RACOTEK, INC. By /s/ Michael A. Fabiaschi -------------------------------- MICHAEL A. FABIASCHI PRESIDENT, CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. Fabiaschi, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. II-1 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. SIGNATURE TITLE DATE /s/ Michael A. Fabiaschi President, Chief Executive January 28, 1998 - -------------------------- Officer, Acting Chief Financial Michael A. Fabiaschi Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Norman D. Smith Executive Vice President, Chief January 28, 1998 - -------------------------- Operating Officer and Director Norman D. Smith /s/ Joseph B. Costello Director January 28, 1998 - -------------------------- Joseph B. Costello /s/ Dixon R. Doll Director January 28, 1998 - -------------------------- Dixon R. Doll /s/ James L. Osborn Director January 28, 1998 - -------------------------- James L. Osborn II-2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward LLP. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney is contained on the signature page II-1. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5 January 28, 1998 Racotek, Inc. 7301 Ohms Lane, Suite 200 Minneapolis, MN 55439 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Racotek, Inc. (the "Company") of a Registration Statement of Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 2,500,000 shares of the Company's Common Stock, $0.01 par value, (the "Shares") pursuant to its 1993 Equity Incentive Plan (the "Equity Incentive Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Equity Incentive Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Michael J. Sullivan ---------------------------- Michael J. Sullivan EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated January 14, 1997, on our audits of the financial statements and financial statement schedule of Racotek, Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which reports are included in or incorporated by reference in Racotek's Annual Report on Form 10-K for the year ended December 31, 1996. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota January 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----