PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to documents we file with the SEC. The information incorporated by reference is considered to be part of this registration statement. Information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until all of the shares covered by this registration statement have been sold or deregistered:
| | • | | Annual Report on Form10-K for the fiscal year ended April 28, 2018, including those sections incorporated by reference from our Definitive Proxy Statement on Schedule 14A filed on August 6, 2018; |
| | • | | Quarterly Report on Form10-Q for the fiscal period ended July 28, 2018; |
| | • | | Current Reports on Form8-K filed on May 3, 2018, May 23, 2018, June 12, 2018, July 25, 2018, September 5, 2018, September 19, 2018 and September 21, 2018; and |
| | • | | The description of our common stock contained in our Registration Statement on FormS-1 (FileNo. 33-51304) filed on August 26, 1992, as the same may be amended from time to time. |
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
For purposes of this offering, Les B. Korsh, Esq., our Vice President, General Counsel and Secretary is giving his opinion on the validity of the shares. As of September 24, 2018, Mr. Korsh beneficially owned 90,395 shares of our common stock, including 76,469 shares underlying restricted stock awards or restricted stock unit awards and 6,250 shares underlying stock options that are currently vested. As of September 24, 2018, Mr. Korsh had further rights to acquire an additional 55,153 shares of our common stock subject to unvested stock options that are not currently vested and vest more than 60 days from the date hereof.
Item 6. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Statutes requires that we indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the company, against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions if such person (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties or fines, (2) acted in good faith, (3) received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director, (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and (5) in the case of acts or omissions occurring in the person’s performance in the official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, reasonably believed that the conduct was in the best interests of the company, or, in the case of performance by a director, officer or employee of the company involving service as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the company. In addition, Section 302A.521, subd. 3, requires payment by us, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances. A decision as to required indemnification is made by a disinterested majority of our board of directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the board, by special legal counsel, by the shareholders, or by a court.
Our articles of incorporation and bylaws provide that officers, directors, members of committees appointed or designated by the board of directors and employees, past or present, of our company shall be indemnified by our company, in the manner and to the full extent permitted by law. We also maintain a director and officer liability insurance policy.
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