As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NICOLLET PROCESS ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1528120
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
420 NORTH FIFTH STREET, FORD CENTRE, SUITE 1040, MINNEAPOLIS, MN 55401
(Address of Principal Executive Offices) (Zip Code)
NICOLLET PROCESS ENGINEERING,INC.
1990 STOCK OPTION PLAN
AND
NICOLLET PROCESS ENGINEERING, INC.
1995 AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plans)
ROBERT A. PITNER
CHIEF EXECUTIVE OFFICER
NICOLLET PROCESS ENGINEERING, INC.
420 NORTH FIFTH STREET
FORD CENTRE, SUITE 1040
MINNEAPOLIS, MINNESOTA 55401
(Name and address of agent for service)
(612) 339-7958
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock,
no par
value 1,000,000 shares $2.34 $2,340,000 $810.00
================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers such indeterminate
number of additional shares as may be issuable as a result of
anti-dilution provisions of the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options
to purchase shares previously granted under the plans, on the basis of
the weighted average exercise price of such option grants and (ii) with
respect to options to be granted under the plan, on the basis of the
average between the bid and asked prices of the Registrant's Common
Stock on July 30, 1996 on the over-the-counter market, as reported by
the Nasdaq Small-Cap Market.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement: (1) the Company's Prospectus dated March 19, 1996, as filed with the
Commission on March 20, 1996 pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"); (2) the Company's Form 10-QSB for the quarter
ending May 31, 1996 (File No. 0-27928); (3) all other reports filed by the
Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") since August 31, 1995; and (4) the description
of the Company's Common Stock contained in its Registration Statement on Form
8-A, including any amendments or reports filed for the purpose of updating such
description (File No. 0-27928).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Company's Common Stock to be offered pursuant to
this Registration Statement has been registered under Section 12 of the Exchange
Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota law and the Company's Bylaws provide that the Company shall,
under certain circumstances and subject to certain limitations, indemnify any
person made or threatened to be made a party to a proceeding by reason of that
person's former or present official capacity with the Company against
judgements, penalties, fines, settlements and reasonable expenses. Any such
person is also entitled, subject to certain limitations, to payment or
reimbursement of reasonable expenses in advance of the final disposition of the
proceeding.
The Company has entered into indemnification agreements with Messrs.
McNally, Pitner, Case, Bugbee and Koontz whereby the Company has agreed to
indemnify and hold harmless the above directors and executive officers from and
against any claims, liabilities, damages or expenses incurred by them in or
arising out of their status, capacities and activities with respect to the
Company to the maximum extent permitted by Minnesota law. The Company believes
that these agreements are necessary to attract and retain qualified persons as
directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
4.1* Articles of Incorporation of the Company.
4.2* Bylaws of the Company.
4.3* Specimen form of the Company's Common Stock Certificate.
4.4* Warrant for Purchase of Shares of Common Stock of the Company issued
to RTF Consultants dated August 31, 1991.
4.5* Warrant for Purchase of Shares of Common Stock of the Company issued
to Anelise Sawkins dated August 9, 1993.
4.6* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with November 1993 private placement.
4.7* Warrant for Purchase of Shares of Common Stock of the Company issued
to Charlie Phelps dated May 5, 1994.
4.8* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with advertising design services.
4.9* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with January 1995 private placement.
4.10* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with February 1995 private placement
4.11* Warrant for Purchase of Shares of Common Stock of the Company issued
to Tuschner & Company, Inc. dated February 7, 1995.
4.12* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with March 1995 private placement.
4.13* Warrant for Purchase of Shares of Common Stock of the Company issued
to Tuschner & Company dated March 2, 1995.
4.14* Form of Warrant for Purchase of Common Stock of the Company issued in
connection with March 1995 bridge financing.
4.15* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with repayment of March 1995 bridge financing.
4.16* Form of Warrant for Purchase of Shares of Common Stock of the Company
issued in connection with January 1996 bridge financing.
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2** Consent of Ernst & Young LLP.
23.3** Consent of John A. Knutson & Co., PLLP.
24.1 Power of Attorney (included on page 5 of this Registration Statement).
99.1** 1990 Stock Option Plan.
99.2** 1995 Stock Incentive Plan.
____________________
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form SB-2 (File No. 333-00852C).
** Filed herewith.
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, represents 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) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant 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) 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.
(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 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.
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 July 30, 1996.
NICOLLET PROCESS ENGINEERING, INC.
By:/s/ Robert A. Pitner
Robert A. Pitner
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Pitner and Lanny I. Kurysh and
each or any one of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him and
in his 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 thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 26, 1996
in the capacities indicated.
Signature Title
/s/ Robert A. Pitner President, Chief Executive Officer and Director
Robert A. Pitner (Principal Executive Officer)
/s/ Lanny I. Kurysh Chief Financial and Operations Officer
Lanny I. Kurysh (Principal Financial Officer)
/s/ John Sandberg Controller
John Sandberg (Principal Accounting Officer)
/s/ Pierce A. McNally Chairman of the Board
Pierce A. McNally
/s/ Thomas W. Bugbee Director
Thomas W. Bugbee
/s/ Benton J. Case Director
Benton J. Case
/s/ Richard W. Koontz Director
Richard W. Koontz
INDEX TO EXHIBITS
Exhibit Description Location
4.1 Articles of Incorporation of the Company (1)
4.2 Bylaws of the Company (1)
4.3 Specimen form of the Company's Common Stock Certificate (1)
4.4 Warrant for Purchase of Shares of Common Stock of the Company
issued to RTF Consultants dated August 31, 1991 (1)
4.5 Warrant for Purchase of Shares of Common Stock of the Company
issued to Anelise Sawkins dated August 9, 1993 (1)
4.6 Form of Warrant for Purchase of Shares of Common Stock of the
Company issued in connection with November 1993 private placement (1)
4.7 Warrant for Purchase of Shares of Common Stock of the Company
issued to Charlie Phelps dated May 5, 1994 (1)
4.8 Form of Warrant for Purchase of Shares of Common Stock of the
Company issued in connection with advertising design services (1)
4.9 Form of Warrant for Purchase of Shares of Common Stock of the
Company issued in connection with January 1995 private placement (1)
4.10 Form of Warrant for Purchase of Shares of Common Stock of the
Company issued in connection with February 1995 private placement (1)
4.11 Warrant for Purchase of Shares of Common Stock of the Company
issued to Tuschner & Company, Inc. dated February 7, 1995 (1)
4.12 Form of Warrant for Purchase of Shares of Common Stock of the
Company issued in connection with March 1995 private placement (1)
4.13 Warrant for Purchase of Shares of Common Stock of the Company
issued to Tuschner & Company dated March 2, 1995 (1)
4.14 Form of Warrant for Purchase of Common Stock of the Company
issued in connection with March 1995 bridge financing (1)
4.15 Form of Warrant for Purchase of Shares of Common Stock of
the Company issued in connection with repayment of
March 1995 bridge financing (1)
4.16 Form of Warrant for Purchase of Shares of Common Stock of
the Company issued in connection with January 1996
bridge financing (1)
5.1 Opinion and Consent of Oppenheimer Wolff &
Donnelly Filed electronically
23.1 Consent of Oppenheimer Wolff & Donnelly Included in Exhibit 5.1
23.2 Consent of Ernst & Young LLP Filed electronically
23.3 Consent of John A. Knutson & Co., PLLP Filed electronically
24.1 Power of Attorney Included on page 5 hereof
99.1 1990 Stock Option Plan Filed electronically
99.2 1995 Stock Incentive Plan Filed electronically
____________________
(1) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form SB-2 (File No. 333-00852C).