-----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, Vv6l2YXaBQNBPPqVKWdS5FvuYguuLk3eJWOoFjcvG/6L2BLNDA2CsMnC26vVv9QF UHbbyy1Tlty7N7+JBnCaNA== 0000890725-00-000005.txt : 20000428 0000890725-00-000005.hdr.sgml : 20000428 ACCESSION NUMBER: 0000890725-00-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000427 EFFECTIVENESS DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVELOPED TECHNOLOGY RESOURCE INC CENTRAL INDEX KEY: 0000890725 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 411713474 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35708 FILM NUMBER: 610207 BUSINESS ADDRESS: STREET 1: 7300 METRO BLVD SUITE 550 CITY: EDNA STATE: MN ZIP: 55439 BUSINESS PHONE: 6128200755 MAIL ADDRESS: STREET 1: 7300 METRO BLVD SUITE 550 STREET 2: SUITE 170 CITY: EDNA STATE: MN ZIP: 55439 S-8 1 As filed with the Securities and Exchange Commission April 27, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 DEVELOPED TECHNOLOGY RESOURCE, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1713474 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 7300 Metro Boulevard, Suite 550 Edina, Minnesota 55439 (Address of Principal Executive Offices) (Zip Code) DEVELOPED TECHNOLOGY RESOURCE, INC. 1992 STOCK OPTION PLAN DEVELOPED TECHNOLOGY RESOURCE, INC. 1997 OUTSIDE DIRECTORS STOCK OPTION PLAN (Full title of the plans) LeAnn H. Davis Copy to: Chief Financial Officer Robert A. Minish 7300 Metro Boulevard, Suite 550 Hinshaw & Culbertson Edina, Minnesota 55439 3100 Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402 (Name and address of agent for service) (952) 820-0022 (Telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement. 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 Per Share(1) Price(1) Fee Common Stock ($.01 par value) (3) 400,000 (2) $1.625 $650,000 $171.60 Common Stock ($.01 par value) (4) 85,000 (2) $1.625 $138,125 $ 36.47 (1)Estimated solely for purposes of computing the registration fee. In accordance with Rule 457, the price is the average of the high and low prices per share of Common Stock on the OTC Bulletin Board on April 21, 2000. (2)There are also registered hereunder, pursuant to Rule 416, such indeterminable number of shares of common stock as may be issued under the anti-dilution provisions of the Plan. (3)To be registered pursuant to the Developed Technology Resource, Inc. 1992 Stock Option Plan. (4)To be registered pursuant to the Developed Technology Resource, Inc. 1997 Outside Directors Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents of Developed Technology Resource, Inc. ("DTR" or the "Company") which have been filed with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a)the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999; (b)all other reports filed by DTR pursuant to Sections 13 or 15(d) of the Exchange Act after December 31, 1999; and (c)the description of DTR's Common Stock contained in any Registration Statement of the Company filed under the Exchange Act and any amendment or report filed for the purpose of updating any such description. All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is 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 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. INTERESTS OF NAMED EXPERTS AND COUNSEL Hinshaw & Culbertson has provided the opinion on the legality of the securities being registered. Roger W. Schnobrich, a director of DTR, is a partner with Hinshaw & Culbertson. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Bylaws of the Company provide that the Company shall indemnify the directors and officers of the Company against liability (and expenses related thereto) arising out of their status as directors and officers to the extent permitted by law. Additionally certain indemnification rights are available under the Minnesota General Corporation Law ("MCL") to officers and directors to the extent they are successful in the defense of any proceeding to which they were a party by virtue of their position as a director or officer. Further, as permitted by the MCL, the Articles of Incorporation of the Company include a provision limiting the personal liability of its directors for monetary damages for certain breaches of their duties as directors to the extent permitted under the MCL. The Company also maintains a directors' and officers' liability policy which insures such person against claims arising from certain acts or decisions by them in their capacities as directors and officers of the Company, subject to certain exclusions and deductible and maximum amounts. Such limitation of liability pursuant to state law does not affect liability, if any, arising under the federal securities laws. Further, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to contractual provisions or otherwise, the Company 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description 4.5 Developed Technology Resource, Inc. 1992 Stock Option Plan as amended and restated effective September 30, 1996.(a) 4.6 Developed Technology Resource, Inc. 1997 Outside Directors Stock Option Plan effective November 1, 1997.(b) 5.1 Opinion and Consent of Hinshaw & Culbertson. 23.1 Consent of Hinshaw & Culbertson (included in Exhibit 5.1). 23.2 Consent of KPMG LLP 23.3 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney _________________________________________________________________ (a)Incorporated by reference to exhibit number 10.4 included in the Company's Quarterly Report on Form 10-QSB filed with the Commission for the first fiscal quarter ended January 31, 1998. (b)Incorporated by reference to exhibit number 10.44 included with the Company's Annual Report on Form 10-KSB filed with the Commission for the fiscal year ended October 31, 1997. ITEM 9. UNDERTAKINGS A. Post-Effective Amendments The Company hereby undertakes: (l) 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 range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate-offering price set forth in the "Calculation of Registration Fee" table in the effective 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 in the information set forth in the Registration Statement. PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company 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. B. Subsequent Documents Incorporated by Reference The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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. C. Claims for Indemnification Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Minneapolis, State of Minnesota, on April 27, 2000. DEVELOPED TECHNOLOGY RESOURCE, INC. By /s/ John P. Hupp Chief Executive Officer 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. By /s/ John P. Hupp Dated: April 27, 2000 Chief Executive Officer By /s/ LeAnn H. Davis Dated: April 27, 2000 Chief Financial Officer By /s/ John P. Hupp Dated: April 27, 2000 Director By /s/ Roger W. Schnobrich Dated: April 27, 2000 Director By /s/ Peter L. Hauser Dated: April 27, 2000 Director EXHIBIT INDEX Exhibit Number Description Page 4.5 Developed Technology Resource, Inc. 1992 Stock Plan as amended and restated effective September 30, 1996. (a) 4.6 Developed Technology Resource, Inc. 1997 Outside Directors Stock Option Plan effective November 1, 1997. (b) 5.1 Opinion and Consent of Hinshaw & Culbertson Filed Electronically 23.1 Consent of Hinshaw & Culbertson Filed Electronically (included in Exhibit 5.1). 23.2 Consent of KPMG LLP Filed Electronically 23.3 Consent of Deloitte & Touche LLP Filed Electronically 24.1 Power of Attorney Filed Electronically _______________________________________________________________________ (a)Incorporated by reference to exhibit number 10.4 included in the Company's Quarterly Report on Form 10-QSB filed with the Commission for the first fiscal quarter ended January 31, 1998. (b)Incorporated by reference to exhibit number 10.44 included with the Company's Annual Report on Form 10-KSB filed with the Commission for the fiscal year ended October 31, 1997. EX-5.1 2 Exhibit 5.1 HINSHAW & CULBERTSON APPLETON, WISCONSIN PIPER JAFFRAY BELLEVILLE, ILLINOIS TOWER MILWAUKEE, WISCONSIN BROOKFIELD, WISCONSIN SUITE 3100 MUNSTER, INDIANA CHAMPAIGN, ILLINOIS 222 SOUTH NINTH PEORIA, ILLINOIS CHICAGO, ILLINOIS STREET PHOENIX, ARIZONA CRYSTAL LAKE, ILLINOIS MINNEAPOLIS, ROCKFORD, ILLINOIS FT. LAUDERDALE, FLORIDA MINNESOTA 55402 ST. LOUIS, MISSOURI JACKSONVILLE, FLORIDA SAN FRANCISCO, JOLIET, ILLINOIS 612.333.3434 CALIFORNIA LISLE, ILLINOIS TELEFAX: SPRINGFIELD, ILLINOIS MIAMI, FLORIDA 612.334.8888 TAMPA, FLORIDA WAUKEGAN, ILLINOIS Robert A. Minish Direct: 612.334.2511 RMinish@hinshawlaw.com April 27, 2000 Developed Technology Resource, Inc. 7300 Metro Boulevard, Suite 550 Edina, MN 55439 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 that you intend to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering: 400,000 shares of Common Stock, $.01 par value (the "Shares") of Developed Technology Resource, Inc., a Minnesota corporation (the "Company"), initially issuable upon the exercise of stock options granted pursuant to the Developed Technology Resource, Inc. 1992 Stock Plan (the "1992 Plan"), as amended; and 85,000 shares of common stock initially issuable upon the exercise of stock options granted pursuant to the Developed Technology Resource, Inc. 1997 Outside Directors Stock Option Plan (the "1997 Plan"), as amended. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such Parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of either the 1992 Plan or the 1997 Plan, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the business corporation laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Hinshaw & Culbertson By: /s/ Robert A. Minish Robert A. Minish EX-23.2 3 Exhibit 23.2 Independent Certified Public Accountants Consent We consent to the use of our report incorporated herein by reference. Our report dated April 14, 2000 contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. /s/ KPMG LLP Minneapolis, Minnesota April 27, 2000 EX-23.3 4 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference herein of Developed Technology Resource, Inc. on Form S-8 of our report dated September 3, 1999, appearing in the Annual Report on Form 10-KSB of Developed Technology Resource, Inc. for the year ended December 31, 1999. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota April 27, 2000 EX-24.1 5 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that DEVELOPED TECHNOLOGY RESOURCE, INC., a Minnesota corporation (the "Company"), and each of the undersigned directors of the Company, hereby constitutes and appoints John P. Hupp and LeAnn H. Davis, and each of them (with full power to each of them to act alone) its/his true and lawful attorney-in-fact an agent, for it/him and on its/his behalf and its/his name, place and stead, in any and all capacities to sign, execute, affix its/his seal thereto and file one or more Registration Statements on Form S-8 or any other applicable form under the Securities Act of 1933, as amended, and amendments thereto, including pre-effective and post-effective amendments, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, relating to: 400,000 shares of the Company's common stock, par value $.01, (the "Common Stock") reserved for issuance with respect to he Company's 1992 Stock Option Plan, as amended and 85,000 shares of the Company's common stock, par value $.01 per share reserved for issuance with respect to the Company's 1997 Outside Directors Stock Option Plan. There is hereby granted to said attorneys, 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 respect of the foregoing as fully as it/he or itself/himself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and any of the undersigned directors may execute this Power of Attorney by signing any such counterpart. IN WITNESS WHEREOF, DEVELOPED TECHNOLOGY RESOURCE, INC. has caused this Power of Attorney to be executed in its name by its President on the 27th day of April, 2000. DEVELOPED TECHNOLOGY RESOURCE, INC. By /s/ John P. Hupp John P. Hupp, President The undersigned directors of DEVELOPED TECHNOLOGY RESOURCE, INC. have hereunto set their hands as of April 27, 2000. By /s/ Roger W. Schnobrich Roger W. Schnobrich By/s/ Peter L. Hauser Peter L. Hauser -----END PRIVACY-ENHANCED MESSAGE-----