AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
FUNCO, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1609563
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
10120 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344
(Address of Principal Executive Offices) (Zip Code)
FUNCO, INC. 1993 STOCK OPTION PLAN
(Full title of the plan)
DAVID R. POMIJE
CHIEF EXECUTIVE OFFICER
10120 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344
(Name and address of agent for service)
(612) 946-8883
(Telephone number, including area code, of agent for service)
COPIES TO:
DEANNE M. GRECO, ESQ.
MOSS & BARNETT
A PROFESSIONAL ASSOCIATION
4800 NORWEST CENTER
90 SOUTH 7TH STREET
MINNEAPOLIS, MN 55402
TELEPHONE: (612) 347-0287
CALCULATION OF REGISTRATION FEE
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 950,000 Shares $15.34 $14,573,000 $4,299.04
============================================================================================================
(1) Includes 350,000 shares that may be authorized for issuance under the Plan
pursuant to a provision allowing for annual increases in the total number
of shares authorized.
(2) 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
by The Nasdaq National Market on July 28, 1998.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as specifically provided herein, the contents of Registration
Statement on Form S-8 (SEC No. 33-66218), filed July 20, 1993, are incorporated
herein by reference.
ITEM 8. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers of attorney from Messrs. Pomije, Bodine,
Hiben, Guidera, Mileusnic and Ferrell (included
on signature page)
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 August 3, 1998.
FUNCO, INC.
BY: /s/ David R. Pomije
------------------------------------
David R. Pomije, CEO
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David R. Pomije, Barry Lazarus and Deanne
M. Greco and each of them, his true and lawful attorneys-in-fact and agents,
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 on Form
S-8, including any amendment increasing or decreasing the amount of securities
for which registration is being sought or any registration statement for the
same offering filed in accordance with Rule 462(b) under the Securities Act of
1933, 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, and each of them, 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 or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
Chairman, Chief Executive Officer, and
/s/ David R. Pomije Director August 3, 1998
- ------------------------- (principal executive officer)
David R. Pomije
/s/ Stanley A. Bodine President, Chief Operating August 3, 1998
- ------------------------- Officer and Director
Stanley A. Bodine
Chief financial officer and
/s/ Robert M. Hiben Secretary (principal August 3, 1998
- ------------------------- Financial officer)
Robert M. Hiben
NAME TITLE DATE
/s/ Richard T. Guidera Director August 3, 1998
- -------------------------
Richard T. Guidera
/s/ George E. Mileusnic Director August 3, 1998
- -------------------------
George E. Mileusnic
/s/ Patrick J. Ferrell Director August 3, 1998
- -------------------------
Patrick J. Ferrell
FORM S-8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ------------------------------------------------------ --------
5 Opinion of Counsel 6
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors 8
24 Powers of Attorney from Messrs. Pomije, Bodine, Hiben,
Guidera, Mileusnic and Ferrell (included on signature
page)