As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0850527
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
NATIONAL COMPUTER SYSTEMS, INC.
1999 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
J.W. Fenton, Jr. Copy to:
Secretary/Treasurer Jay L. Swanson
National Computer Systems, Inc. Dorsey & Whitney LLP
11000 Prairie Lakes Drive Pillsbury Center South
Eden Prairie, Minnesota 55344 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(952) 829-3040
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of
securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate offering registration
registered registered per share (1) price fee
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Common Stock, 1,400,000 $47.00 $65,800,000 $17,371.20
$.03 par value
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(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of the Common Stock
as reported on the Nasdaq National Market System on April 20, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed by National Computer Systems, Inc.
(the "Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's annual report on Form 10-K for the fiscal year ended January
29, 2000.
(b) The descriptions of the Company's Common Stock contained in the Company's
registration statements on Form 8-A and amendments thereto dated June 2,
1969, June 24, 1987, March 13, 1996 and December 15, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 6. Indemnification of Directors and Officers
Section 302A.521 of the Minnesota Statutes requires, among other things, the
indemnification of persons made or threatened to be made a party to a proceeding
by reason of acts or omissions performed in their official capacity as an
officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, believed that
such conduct was in the best interests of the corporation, and, in the case of
criminal proceedings, had no reason to believe the conduct was unlawful. In
addition, Section 302A.521, subd. 3, requires payment by the corporation, upon
written request, of reasonable expenses in advance of final disposition in
certain instances. A decision as to required indemnification is made by a
disinterested majority of the 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.
Article IX of the Company's Restated Articles of Incorporation, as amended,
provides that a director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for authorizing a dividend, stock repurchase or redemption or other
distribution in violation of Minnesota law or for violation of certain
provisions of Minnesota securities laws; (iv) for any transaction from which the
director derived an improper personal benefit; or (v) for any act or omission
occurring prior to the date when Article IX became effective.
The Bylaws of the Company provide that the Company shall indemnify such persons,
for such liabilities, in such manner, under such circumstances and to such
extent as permitted by Section 302A.521, as now enacted or hereafter amended.
Item 8. Exhibits
Exhibit
Number Description
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4 Amended and Restated Rights Agreement dated as of December 8, 1998
between the Company and Norwest Bank Minnesota, N.A. (including the
form of Right Certificate attached as Exhibit B thereto) is
incorporated herein by reference to Exhibit 1 to Amendment No. 3 to
Form 8-A/A dated December 15, 1998.
5 Opinion of Counsel for the Company
23.1 Consent of Independent Auditors
23.2 Consent of Counsel for the Company (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment to 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.
The undersigned registrant hereby undertakes 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.
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 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.
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 foregoing provisions, 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, 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.
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 Eden Prairie, State of Minnesota.
NATIONAL COMPUTER SYSTEMS, INC.
Dated: April 25, 2000 By: /s/ J.W. Fenton, Jr.
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J.W. Fenton, Jr.
Secretary/Treasurer
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:
Name
By: Russell A. Gullotti* Chairman of the Board of Directors, and
- ---------------------------- Chief Executive Officer
Russell A. Gullotti (principal executive officer)
By: David C. Cox* Director
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David C. Cox
By: Delores M. Etter* Director
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Delores M. Etter
By: Jean B. Keffeler* Director
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Jean B. Keffeler
By: John J. Rando* Director
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John J. Rando
By: Stephen G. Shank* Director
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Stephen G. Shank
By: John E. Steuri* Director
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John E. Steuri
By: Jeffrey W. Taylor* Vice President and Chief Financial Officer
- ---------------------------- (principal financial and accounting officer)
Jeffrey W. Taylor
* Executed on behalf of the indicated officers and directors of the registrant
by J.W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact.
/s/ J.W. Fenton, Jr.
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(Attorney-in-fact) Dated: April 25, 2000
EXHIBIT INDEX
Exhibit
Number Description Page
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5 Opinion of Counsel for the Company . . . . . . . . . . . . .
23.1 Consent of Independent Auditors . . . . . . . . . . . . . .
23.2 Consent of Counsel for the Company (included in Exhibit 5) .
24 Power of Attorney . . . . . . . . . . . . . . . . . . . . .